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EQUIPMENT LEASING CORPORATION OF AMERICA
Obligor
AND
FIRST VALLEY BANK
Indenture Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of
April xx, 1996
SUPPLEMENTAL TO INDENTURE
Dated as of August 5, 1986
and supplements thereto dated
September 19, 1986,
September 20, 1988,
September 13, 1989,
August 17, 1990,
and
August 18, 1993
---------------
DEMAND CERTIFICATES
-------------------
FIXED RATE CERTIFICATES
-----------------------
THIS INDENTURE COVERS THE ISSUANCE
OF $50,000,000 IN DEMAND AND FIXED RATE CERTIFICATES
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SIXTH SUPPLEMENTAL INDENTURE dated as of April xx, 1996, between EQUIPMENT
LEASING CORPORATION OF AMERICA, a Delaware Corporation (hereinafter called the
"Company"), having its principal executive office at Suite 76, 501 Silverside
Road, Wilmington, Delaware 19809, and First Valley Bank, a Pennsylvania
Corporation, as Trustee (hereinafter called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered its Indenture,
dated as of August 5, 1986 and supplements thereto dated September 19, 1986,
September 20, 1988, September 13, 1989, August 17, 1990, and August 18, 1993
(hereinafter called the "Original Indenture"), to the Trustee in connection
with an issue of certain debt obligations pursuant to the requirement of the
Trust Indenture Act of 1939, as amended; and
WHEREAS, the Company, pursuant to appropriate resolutions of its Board of
Directors desires to create under the Original Indenture an additional series
of debt obligations to be known as Demand and Fixed Rate Certificates, ranking
on party in all respects with previously authorized Variable Rate Money Market
Demand Thrift Certificates, Fixed Term Money Market Thrift Certificates, Demand
and Fixed Rate Certificates (hereinafter collectively called the "Certificates"
or the "Debentures" as those terms may be used interchangeably) ranking pari
passu to all previously authorized and outstanding Certificates; and
WHEREAS, the Company in the exercise of the powers and authority conferred
upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of its Board of Directors has duly resolved
and determined to make, execute and deliver to the Trustee, this Indenture to
register for sale an offering of debt securities known as Demand and Fixed Rate
Certificates collectively called the "Certificates" or the "Debentures" as
those terms may be used interchangeably) ranking pari passu to all previously
authorized and outstanding Certificates; and
WHEREAS, the Company in the exercise of the powers and authority conferred
upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of its Board of Directors has duly resolved
and determined to make, execute and deliver to the Trustee, this supplemental
indenture thereof, or otherwise, except as otherwise provided in the Original
Indenture or this Supplemental Indenture, as follows:
ARTICLE ONE
ss101 through 113
Sections ss101 through 113 of the Original Indenture are specifically
incorporated as ss101 through 113 hereof, respectively.
ARTICLE TWO
s201 FORMS GENERALLY
The Certificates and the Trustee's Certificates of Authentication shall be
in substantially the forms set forth in Exhibit A, attached hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this and the Original Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of any
securities exchange, or as may, consistently herewith, be determined by the
officers executing such Certificate as evidenced by their execution of the
Certificate.
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The definitive Certificate shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Certificate may be listed, all as determined by the
officers executing such Certificate, as evidenced by their execution of such
Certificate.
ARTICLE THREE
ss301 through 312
Sections ss301 through 312 of the Original Indenture are herein
incorporated as ss301 through ss312 hereof, respectively.
ARTICLE FOUR
ss401 through 402
Sections ss401 through 402 of the Original Indenture are herein
incorporated as ss401 through ss402 hereof, respectively.
ARTICLE FIVE
ss501 through 514
Sections s501 through 514 of the Original Indenture are herein incorporated
as ss501 through 514 hereof, respectively.
ARTICLE SIX
ss601 through 614
Sections ss601 through 614 of the Original Indenture are herein
incorporated as ss601 through 614 hereof, respectively.
ARTICLE SEVEN
ss701 through 704
Sections ss701 through 704 of the Original Indenture are herein
incorporated as ss701 through 704 hereof, respectively.
ARTICLE EIGHT
ss801 through 802
Sections ss801 through 802 of the Original Indenture are herein
incorporated as ss801 through 802 hereof, respectively.
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ARTICLE NINE
ss901 through 906
Sections ss901 through 906 of the Original Indenture are herein
incorporated as ss901 through 906 hereof, respectively.
ARTICLE TEN
ss1001 through 1008
Sections ss1001 through 1008 of the Original Indenture are herein
incorporated as ss1001 through 1008 hereof, respectively.
ARTICLE ELEVEN
ss1101 through 1108
Sections ss1101 through 1108 of the Original Indenture are herein
incorporated as ss1101 through 1108 hereof respectively.
ARTICLE TWELVE
ss1201
Section s1201 of the Original Indenture is herein incorporated as s1201
hereof.
1202. ADDITIONAL SECURITIES AUTHORIZED HEREUNDER
The aggregate principal amount of Demand and Fixed Rate Certificates which
may be authenticated and delivered under this Sixth Supplemental Indenture is
limited to an additional $50,000,000 in principal amount of Certificates which
may be offered in conjunction with those previously authorized under terms of
the Original Indenture (as supplemented.)
All of the Certificates to be issued under this sixth Supplemental
Indenture shall be as further described herein, and shall rank on parity with
each other and with the Certificates (represented by Variable Rate Money Market
Demand Thrift Certificates, Fixed Rate Money Market Thrift Certificates, Demand
and Fixed Rate Certificates) issued under the Original Indenture, as
supplemented.
ARTICLE THIRTEEN
S1301
Sections 1301 of the Original Indenture is herein incorporated as s1301
hereof.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
EQUIPMENT LEASING CORPORATION OF AMERICA
(Corporate Seal)
BY:-------------------------------------
PRESIDENT
ATTEST:
- -----------------------------------
SECRETARY
FIRST VALLEY BANK
(Corporate Seal)
BY:-------------------------------------
SENIOR VICE-PRESIDENT
ATTEST:
- -----------------------------------
TRUST OFFICER
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COMMONWEALTH OF PENNSYLVANIA :
: ss.
COUNTY OF MONTGOMERY :
On the xxth day of April, 1996 before me personally came WILLIAM SHAPIRO,
to me known, who, being by me duly sworn, did depose and say that he is
President of EQUIPMENT LEASING CORPORATION OF AMERICA 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.
(Notorial Seal) -------------------------------
Notary Public
COMMONWEALTH OF PENNSYLVANIA :
: ss.
COUNTY OF NORTHAMPTON :
On the xxth day of April, 1996 before me personally came , Richard D. Rein
to me known, who, being by me duly sworn, did depose and say that he is a
Senior Vice President of FIRST VALLEY BANK, 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.
(Notorial Seal) -------------------------------
Notary Public