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XTRA, INC.,
Issuer
XTRA CORPORATION,
Guarantor
TO
STATE STREET BANK AND TRUST COMPANY,
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of May__, 1997
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Supplemental to the Indenture
Dated as of August 15, 1994
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SECOND SUPPLEMENTAL INDENTURE, dated as of May__, 1997, among XTRA,
INC., a corporation duly organized and validly existing under the laws of the
State of Maine (herein called the "Company"), having its principal executive
office at c/o X-L-Co., Inc., 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, XTRA
CORPORATION, a corporation duly organized and validly existing under the laws
of the state of Delaware (herein called "XTRA" or the "Guarantor"), having
its principal executive offices at c/o X-L-Co., Inc., 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, and STATE STREET BANK AND TRUST COMPANY, a trust
company organized and existing under the laws of the Commonwealth of
Massachusetts (herein called the "Trustee"), having its corporate trust
office at Two International Place, Boston, Massachusetts.
RECITALS
WHEREAS, the Company and the Guarantor have entered into an Indenture dated
as of August 15, 1994 (the "Original Indenture") with the Trustee (as successor
in interest to the First National Bank of Boston) to provide for the issuance
from time to time of the Company's unsecured debentures, notes or other
evidences of indebtedness (herein called the "Securities"), to be issued in one
or more series and to provide for the guarantee of the Securities by the
Guarantor (the "Guarantee");
WHEREAS, in September 1995 the Guarantor transferred its properties and
assets substantially as an entirety to XTRA Missouri, Inc. ("XTRA Missouri"),
a wholly-owned subsidiary of the Guarantor;
WHEREAS, the Company, as a result of such transfer, became a wholly-owned
subsidiary of XTRA Missouri, and, accordingly, remained an indirect
wholly-owned subsidiary of the Guarantor;
WHEREAS, the Company, the Guarantor, XTRA Missouri Inc., and the Trustee
(as successor in interest to The First National Bank of Boston) entered into
the First Supplemental Indenture dated as of September 30, 1995 (the "First
Supplemental Indenture" and together with the original Indenture, the
"Indenture"), to provide for the Guarantee of the Securities by XTRA Missouri;
WHEREAS, XTRA Missouri has been merged with and into the Guarantor
effective September 30, 1996 (the "Merger"); and
WHEREAS, there has been filed with the Trustee: (a) an Opinion of
Counsel in accordance with Sections 8.4 and 9.3 of the Indenture; and (b) an
Officer's Certificate in accordance with the provisions of Sections 8.4 and
1.2 of the Indenture and the parties hereto wish to enter into this Second
Supplemental Indenture to take into consideration the Merger.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, covenant, represent and warrant as
follows:
Section 1. DEFINITIONS IN INDENTURE. Capitalized terms used in this
Second Supplemental Indenture and in any certificate or other document executed
by any party in connection herewith shall have the meaning set forth in the
Original Indenture, unless a different meaning is set forth herein, in which
case such terms shall have the meaning set forth herein.
Section 2. CONTINUANCE OF OBLIGATIONS AND COVENANTS BY THE GUARANTOR.
The Guarantor, by its execution hereof, hereby expressly affirms that, it
shall remain as a Guarantor of the Securities and that it shall perform and
observe every obligation and covenant of the Guarantee and Indenture on the
part of the Guarantor to be performed or observed.
Section 3. MODIFICATION OF FORMS OF SERIES C MEDIUM-TERM NOTES. The
forms of the Series C Medium-Term Notes (the "Series C Notes") attached to the
resolutions of the Note Committee of the Company effective August 11, 1994 and
the resolutions of the Note Guaranty Committee of XTRA effective August 11, 1994
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as exhibits, as amended by the First Supplemental Indenture, are hereby amended
to read in their respective entirety as set forth in the forms of fixed-rate
and floating rate Series C Notes attached as Exhibits 1-A and 1-B to this
Second Supplemental Indenture, the terms of which Exhibits 1-A and 1-B are
hereby incorporated by reference and are made a part of this Second
Supplemental Indenture.
Section 4. DELIVERY OF NOTES. Upon execution and delivery of this
Second Supplemental Indenture, the Company shall execute and deliver Series C
Notes to the Trustee and the Trustee shall authenticate the Series C Notes
and deliver them to the Holders of the Outstanding Series C Notes upon the
direction of the Company and upon receipt of the Outstanding Series C Note,
which shall thereupon be canceled and destroyed by the Trustee. Interest on
each Outstanding Series C Note shall accrue from the last Interest Payment
Date upon which interest shall have been paid or duly provided for on the
Outstanding Series C Notes. Prior to delivery by the Trustee of said Notes
there shall be filed with the Trustee: (a) an Opinion of Counsel in
accordance with Sections 8.4 and 9.3 of the Original Indenture and (b) an
Officers' Certificate in accordance with the provisions of Sections 1.2 and
8.4 of the Original Indenture.
Section 5. RECITALS. The recitals contained in this Second
Supplemental Indenture shall be taken as statements of the Company and the
Guarantor, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Second Supplemental Indenture.
Section 6. INCORPORATION OF INDENTURE. From and after the date
hereof the Original Indenture, as supplemented and amended by the First
Supplemental Indenture and by this Second Supplemental Indenture, shall be
read, taken and construed as one and the same instrument with respect to the
Securities.
Section 7. COUNTERPARTS. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original but all such counterparts together constitute but one
in the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and the respective seals to be hereunto affixed
and attested all as of the date(s) set forth below.
XTRA, INC.
Attest:____________________ By:____________________________
Title: Vice President and Chief Financial Officer
Date:
XTRA CORPORATION
Attest:__________________ By:__________________________________
Title: Vice President and Chief Financial Officer
Date:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
Attest:___________________ By:______________________________
Title: Title:
Date:
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County of Suffolk )
ss:
Commonwealth of Massachusetts )
On the day of , before me personally came
Xxxxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say
that he is the Vice President, Finance and Chief Financial Officer of XTRA
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
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Notary Public
My commission expires:
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County of Suffolk )
ss:
Commonwealth of Massachusetts )
On the day of , before me personally came
Xxxxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say
that he is the Vice President and Chief Financial Officer of XTRA, INC., one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
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Notary Public
My commission expires:
County of Suffolk )
ss:
Commonwealth of Massachusetts )
On the day of , before me personally came
_____________, to me know, who, being by me duly sworn, did depose and say that
he is of STATE STREET BANK AND TRUST COMPANY, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
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Notary Public
My commission expires:
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