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EXHIBIT 3(C)
LETTERHEAD OF THE SECRETARY OF STATE OF DELAWARE
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, William T. Quillen, Secretary of State of the State of Delaware, do
hereby certify the attached is a true and correct copy of the Certificate of
Amendment of "United States Leasing International, Inc.," filed in this office
on the Twelfth day of November, A.D. 1993, at 10 o'clock a.m.
A certified copy of this Certificate has been forwarded to New Castle County
Recorder of Deeds for recording.
/s/ William T. Quillen,
Secretary of State
AUTHENTICATION: 4144102
733316034 DATE: 11/12/93
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
UNITED STATES LEASING INTERNATIONAL, INC. (the "Company"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That by action of the Board of Directors by unanimous written consent
on November 10, 1993, resolutions were adopted setting forth proposed
amendments ("Amendments") of the Certificate of Incorporation of the Company,
declaring the Amendments to be advisable and calling a meeting of the sole
stockholder of the Company for consideration of the Amendments. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED that the Certificate of Incorporation of the Company be amended by
striking Article One in its entirety and replacing it with:
"ARTICLE ONE
The name of the corporation is USL Capital Corporation."
RESOLVED, that the Certificate of Incorporation of the Company be amended by
striking Article Seven in its entirety.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of the Company was duly called and held,
and notice thereof was waived in accordance with Section 229 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the Amendments.
THIRD: That the Amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
J.G. Duff, its Chairman and Chief Executive Officer, and Peter Mezey, its
Secretary, this 11th day of November, 1993.
By: /s/ J.G. Duff
Chairman and Chief Executive Officer
ATTEST: /s/ Peter Mezey, Secretary
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Exhibit (4)B
UNITED STATES LEASING INTERNATIONAL, INC.
to
The Chase Manhattan Bank (National Association),
Trustee
SUPPLEMENTAL
INDENTURE
Dated as of October 27, 1986
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THIS FIRST SUPPLEMENTAL INDENTURE, dated of October 27, 1986, between
UNITED STATES LEASING INTERNATIONAL, INC., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Corporation"), and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), Trustee, a
national banking association duly organized and existing under the laws of the
United States (hereinafter called the "Trustee").
WITNESSETH:
WHEREAS, United States Leasing International, Inc., has heretofore
executed and delivered to the Trustee a certain Indenture, dated as of January
15, 1986 (hereinafter called the (Indenture), providing for the issuance from
time to time of one or more series of Securities (such terms and all other
capitalized terms used but not defined in this First Supplemental Indenture
having the meanings assigned them in the Indenture);
WHEREAS, the Corporation is the surviving corporation of a merger
which became effective on October 27, 1986 (the "Merger") in which United
States Leasing International, Inc., a California corporation
("USLI-California"), which executed the Indenture, merged into the Corporation,
whereupon, pursuant to tho Agreement of Merger entered into as of October 24,
1986 between the Corporation and USLI-California, the Corporation assumed all
of the obligations of USLI-California under the Indenture including, without
limitation, the due and punctual payment of the principal of (and premium, if
any) and interest on all securities issued thereunder.
WHEREAS, the Corporation is required and has requested the Trustee to
join with it in the execution and delivery of this First Supplemental Indenture
in order to comply with the Indenture as set forth herein;
WHEREAS, Section 901(1) of the Indenture provides that a supplemental
indenture may be entered into by the Corporation and the Trustee without the
consent of any Security holders to evidence the succession of another
corporation to the Corporation, and the assumption by any such successor of the
covenants of the corporation herein and in the Securities;
WHEREAS, pursuant to section 903 and section 801(3) of the Indenture,
the Corporation has furnished the Trustee with an Opinion of Counse1 and an
Officers' Certificate complying with the requirements of Sections 903 and
801(3) of the Indenture, stating that all conditions precedent provided for in
the Indenture with respect to the entering into of this First Supplemental
Indenture have been complied with; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of the Corporation and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
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WHEREAS, all things necessary pursuant to Section 801 of the Indenture
to make effective the assumption by the Corporation of the obligations of
USLI-California under the Indenture have been accomplished.
NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
In consideration of the promises and of the purchase of the Securities
by the holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the respective holders from time to time of the
Securities as follows:
1. That any and all references to "United States Leasing
International, Inc., a California corporation" shall be amended to read "United
States Leasing International, Inc., a Delaware Corporation".
2. That the Corporation does hereby assume the due and punctual
payment of the principal of (and premium, if any) and interest on all of the
Securities and the performance of every covenant of the Indenture and this
First Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental 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.
UNITED STATES LEASING INTERNATIONAL, INC.
By: /s/ Frank B. Smith
Senior Vice President
By: /S/ Peter Mezey
Senior Vice President
Attest: /s/ Joanne L. Miller
Assistant Secretary
(SEAL)
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: /s/ Frederick W. Clark
Vice President
Attest: /s/ R.J. Halleran
Assistant Secretary
(SEAL)