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EXHIBIT 4.1
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AMERCO
TO
CITIBANK, N.A., TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MAY 6, 1996
TO
INDENTURE
DATED AS OF MAY 1, 1996
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7.85% SENIOR NOTES DUE 2003
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FIRST SUPPLEMENTAL INDENTURE, dated as of the 6th day of May,
1996 (this "Supplemental Indenture"), between AMERCO, a corporation duly
organized and existing under the laws of the State of Nevada (herein called the
"Company"), having its principal office at 1325 Airmotive Way, Suite 100, Reno,
Nevada 89502-3239, and Citibank, N.A., a national banking association, existing
under the laws of the United States of America, as Trustee (herein called the
"Trustee") under the Indenture dated as of May 1st, 1996 between the Company and
the Trustee (the "Debt Securities Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered the Debt Securities
Indenture to the Trustee to provide for the issuance of its unsecured
debentures, notes or other evidences of indebtedness, to be issued from time to
time in one or more series as determined by the Company in accordance with the
terms of the Debt Securities Indenture, in an unlimited aggregate principal
amount which may be authenticated and delivered thereunder as provided in the
Debt Securities Indenture.
Pursuant to the terms of the Debt Securities Indenture, the
Company desires to provide for the establishment of a new series of notes to be
known as its 7.85% Senior Notes Due 2003 (said series being hereinafter referred
to as the "Notes"), the form and substance of such Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Debt
Securities Indenture and this Supplemental Indenture.
All things necessary to make this Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of
the Notes by the Holders thereof (as defined below), it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Notes
as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF SPECIAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires:
(1) terms used herein and not otherwise defined
herein shall have the respective meanings assigned thereto in the Debt
Securities Indenture, whether by cross-reference or otherwise;
(2) the words "herein", "hereof" and "hereunder" and
other words of similar import, when used in this Supplemental
Indenture, refer to this Supplemental Indenture as a whole and not to
any particular Article, Section or other subdivision thereof; and
(3) the terms defined in this Article have the
meanings assigned to them in this Article and include the plural as
well as the singular, as follows:
"Attributable Debt" means indebtedness for money borrowed
deemed to be incurred in respect of a Sale and Leaseback Transaction and shall
be, at the date of determination, the present value (discounted at the actual
rate of interest implicit in such transaction, compounded annually), of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale and Leaseback Transaction.
"Capitalized Lease" means any lease the obligation for Rentals
with respect to which is required to be capitalized on a consolidated balance
sheet of the lessee and its subsidiaries in accordance with GAAP.
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"Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of corporate stock, partnership
interests, or any other participation, right, warrant, option or other interest
in the nature of an equity interest in such Person, but excluding debt
securities convertible or exchangeable into such equity interest.
"Change of Control" means the occurrence of any of the
following events: (i) any "person" or "group" (within the meaning of Sections
13(d) and 14(d) of the Exchange Act or any successor provision to either of the
foregoing, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act; provided, however, that a group formed solely for the purpose of
voting securities shall not be deemed to be a group for purpose of this
definition), other than the Company, any employee benefit plan of the Company or
any Subsidiary, or Permitted Persons, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 35% or
more of the total voting power of the fully diluted Voting Stock of the Company,
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election by the Board of Directors of the
Company or whose nomination for election by the shareholders of the Company was
approved by a vote of 66-2/3% of the directors of the Company then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then in
office, (iii) the Company consolidates or merges with or into any other Person
or any other Person consolidates or merges with or into the Company, in either
case, other than a consolidation or merger (a) with a Wholly Owned Consolidated
Subsidiary in which all of the Voting Stock of the Company outstanding
immediately prior to the effectiveness thereof is changed into or exchanged for
substantially the same consideration or (b) (1) pursuant to a transaction in
which the outstanding Voting Stock of the Company is changed into or exchanged
for cash, securities or other Property with the effect that the "beneficial
owners" of the outstanding Voting Stock of the Company, immediately prior to
such transaction, beneficially own, directly or indirectly, more than 50% of the
total voting power of the fully diluted Voting Stock of the surviving
corporation immediately following such transaction and (2) no "person" or
"group", other than the Company, any employee benefit plan of the Company or any
Subsidiary, or Permitted Persons, beneficially owns, directly or indirectly, 35%
or more of the total voting power of the fully diluted Voting Stock of the
surviving corporation immediately following such transaction, or (iv) the
Company sells, conveys, transfers or leases, directly or indirectly, all or
substantially all of its assets to any Person other than a Wholly Owned
Consolidated Subsidiary.
"Change of Control Offer" has the meaning specified in Section
701 hereof.
"Change of Control Payment Date" has the meaning specified in
Section 701 hereof.
"Change of Control Purchase Price" has the meaning specified
in Section 701 hereof.
"Change of Control Triggering Event" means the occurrence of
both a Change of Control and a Rating Decline with respect to the Notes.
"Consolidated Net Tangible Assets" means, as of the date of
any determination thereof, the total amount of all assets of the Company and its
Consolidated Subsidiaries (less depreciation, depletion and other properly
deductible valuation reserves) after deducting Intangibles.
"Consolidated Subsidiary" means any Subsidiary of the Company
or of any Consolidated Subsidiary which is consolidated with the Company for
financial reporting purposes in accordance with GAAP.
"Debt" of the Company or any Subsidiary thereof means,
collectively, (i) any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company or any Subsidiary (excluding any indebtedness
for money borrowed by the Company from any Affiliate thereof) or (ii) any
mortgage, indenture or instrument (including the Debt Securities Indenture)
under which there may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by the Company (excluding any indebtedness
for
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money borrowed by the Company from any Affiliate thereof) or any Subsidiary
(excluding any indebtedness for money borrowed by any Subsidiary from any
Affiliate thereof), whether such indebtedness now exists or shall hereafter be
created.
"Default" means an event which, with the giving of notice or
the lapse of time, or both, would constitute an Event of Default.
"Dollars" means the lawful currency of the United States of
America.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"GAAP" means United States generally accepted accounting
principles as in effect as of the date of determination, unless otherwise
stated.
"Good Faith Contest" means, with respect to any tax,
assessment, Lien, obligation, claim, liability, judgment, injunction, award,
decree, order, law, regulation, statute or similar item, any challenge or
contest thereof by appropriate proceedings timely initiated in good faith by the
Person subject thereto for which adequate reserves therefor have been taken in
accordance with GAAP.
"indebtedness for money borrowed", when used with respect to
the Company or any Subsidiary, means any obligation of, or any obligation
guaranteed by, the Company or any Subsidiary for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation of, or any such obligation guaranteed
by, the Company for the payment of the purchase price of Property or assets.
"Intellectual Properties" means all material patents, patent
applications, copyrights, copyright applications, trade secrets, trade names and
trademarks, technologies, methods, processes or other proprietary properties or
information which are used by the Company and its Consolidated Subsidiaries in
the conduct of their business and are either owned by them or are used, employed
or practiced by them under valid and existing licenses, grants, "shop rights" or
other rights.
"Intangibles" means all Intellectual Properties and all
goodwill, patents, trade names, trademarks, copyrights, franchises, experimental
expense, organization expense, unamortized debt discount and expense, deferred
assets (other than prepaid insurance, prepaid taxes, prepaid advertising,
prepaid licensing and other similar expenses prepaid in the ordinary course of
business), amounts invested in or advanced to or equity in the Company's
Subsidiaries other than Consolidated Subsidiaries less any writedowns thereof,
the excess of cost of shares acquired over book value of related assets, any
increase in the value of a fixed asset arising from a reappraisal, revaluation
or write-up thereof, and such other assets as are properly classified as
"intangible assets" in accordance with GAAP.
"Investment Grade Rating" means a rating equal to or higher
than Baa3 (or the equivalent) by Moody's Investors Service, Inc. (or any
successor to the rating agency business thereof), BBB- (or the equivalent) by
Standard & Poor's Rating Group (or any successor to the rating agency business
thereof) and BBB- (or the equivalent) by Duff & Phelps Credit Rating Co. (or any
successor to the rating agency business thereof).
"Issue Date" means the date of initial issuance of the Notes
under this Supplemental Indenture and the Debt Securities Indenture.
"Lien" means any interest in Property securing an obligation
owed to, or a claim by , a Person other than the owner of the Property, whether
such interest is based on the common law, statute or contract, and including but
not limited to the security interest or lien arising from a mortgage,
encumbrance, pledge, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes. The term "Lien" shall include reservations,
exceptions, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, bankers' liens, setoffs and similar arrangements, leases and other
title exceptions and encumbrances (including, with respect to stock, stockholder
agreements, voting trust agreements, buy-back agreements and all similar
arrangements)
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affecting Property. For the purposes hereunder, the Company or a Consolidated
Subsidiary shall be deemed to be the owner of any Property which it has acquired
or holds subject to a conditional sale agreement, Capitalized Lease or other
arrangement pursuant to which title to the Property has been retained by or
vested in some other Person for security purposes and such retention or vesting
shall constitute a Lien.
"Permitted Persons" means (i) Edward J. Shoen, Mark V. Shoen,
James P. Shoen, Paul F. Shoen, Sophia M. Shoen (and during the Plan Consummation
Period, only Samuel W. Shoen, Michael L. Shoen, Cecilia Shoen Hanlon and Katrina
Shoen Carlson) and the spouse and lineal descendants of each such individual,
the spouses of each such lineal descendants and the lineal descendants of such
spouses, (ii) any trusts for the primary benefit of, the executor or
administrator of the estate of, or other legal representative of, any of the
individuals referred to in the foregoing clause (i), and (iii) any corporation
with respect to which all the Voting Stock thereof is, directly or indirectly,
owned by any of the individuals referred to in the preceding clause (i).
"Plan Consummation Period" means the period beginning on the
Issue Date and ending on the date of purchase by the Company (directly or
indirectly) of non-serial common stock, par value $0.25 per share, of the
Company held by Samuel W. Shoen, Michael L. Shoen, Cecilia Shoen Hanlon and
Katrina Shoen Carlson or any corporation with respect to which all the Voting
Stock thereof is, directly or indirectly, owned by any of the foregoing
individuals.
"Priority Debt" means (i) indebtedness for money borrowed of
any Consolidated Subsidiary, except indebtedness for money borrowed issued to
and held by the Company or a Wholly Owned Consolidated Subsidiary, and (but
without duplication) (ii) Secured Indebtedness.
"Property" means any kind of property or asset, whether real,
personal or mixed, and whether tangible or intangible.
"Rating Agencies" means Standard & Poor's Rating Group, Duff &
Phelps Credit Rating Co. and Moody's Investors Service, Inc. or any successor to
the respective rating agency businesses thereof.
"Rating Date" means the date which is 90 days prior to the
earlier of (i) a Change of Control and (ii) public notice of the occurrence of a
Change of Control or of the intention of the Company to effect a Change of
Control.
"Rating Decline" means, with the respect to the Notes, the
occurrence of the following on, or within 90 days after, the date of public
notice of the occurrence of a Change of Control or of the intention by the
Company to effect a Change of Control (which period shall be extended so long as
the rating of such Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies): (a) in the event the Notes were
assigned an Investment Grade Rating by at least two of the three Rating Agencies
on the Rating Date, the rating of the Notes by both Standard & Poor's Rating
Group and Moody's Investors Service, Inc. shall decrease below an Investment
Grade Rating; or (b) in the event the Notes were rated below an Investment Grade
Rating by at least two of the three Rating Agencies on the Rating Date, the
rating of the Notes by both Standard & Poor's Rating Group and Moody's Investors
Service, Inc. shall decrease by one or more gradations (including gradations
within rating categories as well as between rating categories).
"Rentals" means and includes, as of the date of any
determination thereof, all fixed payments (including as such all payments which
the lessee is obligated to make to the lessor on termination of the lease or
surrender of the Property) payable by the Company or a Consolidated Subsidiary,
as lessee or sublessee under a lease of real or personal Property, but shall be
exclusive of any amounts required to be paid by the Company or a Consolidated
Subsidiary (whether or not designated as rents or additional rents) on account
of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.
"Sale and Leaseback Transaction" has the meaning specified in
Section 602 hereof.
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"Secured Indebtedness" means any indebtedness for money
borrowed, whether of the Company or any Consolidated Subsidiary, secured by any
Lien on any Property of the Company or any Consolidated Subsidiary.
"Subsidiary" means a Person more than 50% of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.
"Voting Stock" of a Person means all classes of Capital Stock
of such Person then outstanding and normally entitled to vote in the election of
directors (or Persons performing similar functions) or to direct the business
and affairs of the issuer of such Capital Stock in the absence of contingencies.
"Wholly Owned Consolidated Subsidiary" means any Consolidated
Subsidiary all of the outstanding Capital Stock of which (except for directors'
qualifying shares to the extent required by applicable law) is owned by the
Company and/or its Wholly Owned Consolidated Subsidiaries.
SECTION 102. Debt Securities Indenture.
The Debt Securities Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed, and this
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
SECTION 103. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
ARTICLE TWO
FORM OF THE NOTES
SECTION 201. Form of the Face of the Notes.
The face of the Notes is to be substantially in the following
form:
[To be included on the face of any Note that is a Global Security:
This Note is a Global Security within the meaning of
the Supplemental Indenture hereinafter referred to and is registered in
the name of a Depository or a nominee of a Depository or a successor
depository. This Note is not exchangeable for Notes registered in the
name of a Person other than the Depository or its nominee except in the
limited circumstances described in the Debt Securities Indenture, and
no transfer of this Note (other than a transfer of this Note as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may
be registered except in the limited circumstances described in the
Supplemental Indenture.]
[To be included on the face of any Note that is a Global Security where
DTC is the Depository:
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Company (as defined below) or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered int he name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]
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AMERCO
7.85% Senior Notes Due 2003
No.__________ $__________
CUSIP No. 023586AA8
AMERCO, a corporation duly organized and existing
under the laws of Nevada (herein called the "Company", which terms
includes any successor Person under the Debt Securities Indenture
hereinafter referred to), for value received, hereby promises to pay to
________________ or registered assigns, the principal sum of __________
_____________ on May 15, 2003 and to pay interest thereon from May 6,
1996 or from the most recent Interest Payment Date on which interest
has been paid or duly provided for, semi-annually on May 15 and
November 15 of each year (each an "Interest Payment Date") commencing
November 15, 1996, at the rate of 7.85% per annum (subject to an
increase due to the occurrence of certain rating events, as set forth
in more detail on the reverse hereof), until the principal hereof is
paid or made available for payment, and (to the extent that the payment
of such interest shall be legally enforceable) at the rate of 7.85% per
annum on any overdue principal (and premium, if any) and on any overdue
installment of interest. All capitalized terms used herein shall have
the respective meanings assigned thereto in the Supplemental Indenture
dated as of May 6, 1996 (the "Supplemental Indenture") between the
Company and Citibank, N.A., as Trustee (the "Trustee", which term
includes any successor trustee under the Debt Securities Indenture
referred to below), whether by cross-reference or otherwise. The
Supplemental Indenture is one of the supplemental indentures referred
to in and executed in accordance with the terms of the Debt Securities
Indenture dated as of May 1, 1996 between the Company and the Trustee.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Debt Securities
Indenture and the Supplemental Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Note) is registered at
the close of business on the Regular Record Date for such interest,
which shall be May 1 or November 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less
than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided
in said Debt Securities Indenture and Supplemental Indenture.
Payment of the principal of (and premium, if any) and
any such interest on this Note will be made in the manner set forth in
the Supplemental Indenture, in immediately available funds in such coin
or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, provided that
the Company may at its option pay interest by check in the case of a
Note that is not a Global Security. In the event that the Maturity or
Interest Payment Date is not a Business Day, then payment of interest
payable on such Maturity or Interest Payment Date, as the case may be,
shall be made on the next succeeding Business Day (and without any
interest or other payment in respect of any such delay), in each case
with the same force and effect as if made on such Maturity or Interest
Payment Date.
Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof and of the Supplemental
Indenture and the Debt Securities Indenture, which further provisions
shall for all purposes have the same effect as if set forth at this
place. In the event of any conflict between this Note on one hand and
the Supplemental Indenture and the Debt Securities Indenture, on the
other, the terms of the Supplemental Indenture and the Debt Securities
Indenture shall govern.
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Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature, this Note shall not
be entitled to any benefit under the Debt Securities Indenture or the
Supplemental Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: _______________
AMERCO
By________________________
Title:
ATTEST:
By_____________________
Title:
SECTION 202. Form of the Reverse of the Notes.
The Reverse of the Notes is to be substantially in the
following form:
This Note is one of a duly authorized issue of
securities of the Company (the "Notes) issued under the Debt Securities
Indenture and the Supplemental Indenture, to which Debt Securities
Indenture and Supplemental Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated
on the face hereof, limited in aggregate principal amount to
$175,000,000.
If at any time on or prior to December 31, 1996 (a)
the rating of the Notes by Standard & Poor's Rating Group shall
decrease below BBB-, or (b) the rating of the Notes by Moody's
Investors Service, Inc. shall decrease below Ba1, or (c) the rating of
the Notes by Duff & Phelps Credit Rating Co. shall decrease below BBB-,
then, from and including the Interest Payment Date next succeeding the
date on which any of the rating events described in clauses (a), (b) or
(c) shall have occurred, the interest rate payable on the Notes shall
be increased by 1.00% per annum. Such increased interest rate shall
remain in effect until the Interest Payment Date next succeeding the
date on which (i) the rating of the Notes by Standard & Poor's Rating
Group shall be equal to or higher than BBB-, (ii) the rating of the
Notes by Moody's Investors Service, Inc. shall be equal to or higher
than Ba1, and (iii) the rating of the Notes by Duff & Phelps Credit
Rating Co. shall be equal to or higher than BBB-, in which case the
interest rate on the Notes shall be restored from and including such
Interest Payment Date to 7.85% per annum.
Pursuant to Section 701 of the Supplemental
Indenture, upon the occurrence of a Change of Control Triggering Event
with respect to the Notes, each Holder of such Notes shall have the
right to require the Company to purchase such Holder's Notes, in whole
or in part, in a principal amount that is an integral multiple of
$1,000, at a purchase price equal to 101% of the principal amount
thereof on any Change of Control Payment Date plus accrued and unpaid
interest, if any, to the Change of Control Payment Date. The Holder of
this Note may elect to have this Note or a portion thereof, in an
authorized denomination purchased by completing the form entitled
"Option of Holder to Elect Purchase" appearing below and tendering this
Note pursuant to the Change of Control Offer.
In the event that a Note is purchased in part only, a
new Note or Notes of like tenor for the unpurchased portion hereof will
be issued in the name of the Holder hereof upon the cancellation
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hereof, provided that each new note issued shall be in a principal
amount in denominations of $1,000 and integral multiples thereof.
The Notes may not be redeemed prior to Maturity and
shall not be subject to any sinking fund.
The Notes shall be general unsecured obligations of
the Company. The Notes shall rank pari passu in right of payment with
all senior indebtedness of the Company and senior in right of payment
to any subordinated indebtedness of the Company.
If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in
the Debt Securities Indenture and the Supplemental Indenture.
The Debt Securities Indenture and the Supplemental
Indenture permit, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Notes to be affected
at any time by the Company and the Trustee with the consent of the
Holders of a majority of aggregate principal amount or at least
two-thirds of the aggregate principal amount, as applicable, of the
Notes at the time Outstanding. The Debt Securities Indenture and the
Supplemental Indenture also contain provisions permitting the Holders
of specified percentages in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes, to waive compliance
by the Company with certain provisions of the Debt Securities Indenture
and the Supplemental Indenture and certain past defaults under the Debt
Securities Indenture and the Supplemental Indenture and their
consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Note.
No reference herein to the Debt Securities Indenture
and the Supplemental Indenture and no provision of this Note or of the
Debt Securities Indenture or the Supplemental Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on
this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Debt Securities Indenture and the
Supplemental Indenture, and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Debt Securities Indenture and the Supplemental
Indenture contain provisions for defeasance at any time of (a) the
entire amount of the Notes and (b) certain restrictive covenants and
related Events of Default, in each case, upon compliance with certain
conditions set forth therein.
The Notes are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Debt Securities Indenture and the
Supplemental Indenture and subject to certain limitations therein set
forth, Notes are exchangeable for a like aggregate principal amount of
Notes of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
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No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
This Note shall be governed by and construed in
accordance with the laws of the State of New York.
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OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)
In connection with the Change of Control Offer made pursuant
to Section 701 of the Supplemental Indenture, the undersigned
registered Holder hereby elects to have
/ / the entire principal amount
/ / $________ ($1,000 in principal amount or an integral
multiple thereof) of this Note
repurchased by the Company. The undersigned hereby directs the
Trustee or Paying Agent to pay it or __________________ an
amount in cash equal to 101% of the principal amount indicated
in the preceding sentences plus accrued and unpaid interest
thereon, if any, to the Change of Control Payment Date.
Dated:__________________
______________________________ ______________________________
Signature of Registered Holder Signature Guaranteed
NOTICE: The signature to the foregoing must correspond to the
Name as written upon the face of this Security in every
particular, without alteration or any change whatsoever.
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned registered Holder
hereby sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification Number:
__________________________________________
Please print or type name and address, including
the zip code of the assignee:
___________________________________________
the attached Note and all rights thereunder, hereby irrevocably
constituting and appointing
___________________________________________
as attorney to transfer said Note on the books of the Company with full
power and substitution in the premises.
Date:_____________________
_____________________________________
NOTE: The signature to this
assignment must correspond with the
name as written upon the face of the
attached Note in every particular,
without alteration or change
whatsoever.
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SECTION 203. Form of the Certificate of Authentication.
The Trustee's Certificate of Authentication to be endorsed on
the Notes is to be substantially in the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the within-mentioned Debt Securities
Indenture.
Citibank, N.A.,
as Trustee
By:__________________________
Authorized Signatory
ARTICLE THREE
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 301. Designation of Securities and Amounts Thereof.
There shall be and is hereby authorized a single series of
Securities designated the "7.85% Senior Notes Due 2003" (herein called the
"Notes"), limited in aggregate principal amount to $175,000,000.
SECTION 302. Payment of Principal and Interest.
The Notes shall mature and the principal shall be due and
payable in Dollars to the Holders thereof (subject to Section 304 hereof),
together with all accrued and unpaid interest thereon, on May 15, 2003 (the
"Maturity" for the purposes of the Notes under this Supplemental Indenture).
The Notes shall bear interest at 7.85% per annum, subject to
the provisions of the following paragraph, from and including May 6, 1996 or
from the most recent Interest Payment Date (defined below) on which interest has
been paid or provided for until the principal thereof becomes due and payable,
and on any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum. Interest on the Notes shall be payable semiannually in
arrears in Dollars on May 15 and November 15 of each year, commencing on
November 15, 1996 (each such date, an "Interest Payment Date" for the purposes
of the Notes under this Supplemental Indenture). Payments of interest shall be
made to the Person in whose name a Note (or predecessor Note) is registered
(which shall initially be the Depository, as set forth in Section 304 hereof) at
the close of business on the May 1 or November 1, as the case may be, next
preceding such Interest Payment Date (each such date, a "Regular Record Date"
for the purposes of the Notes under this Supplemental Indenture).
If at any time on or prior to December 31, 1996 (a) the rating
of the Notes by Standard & Poor's Rating Group shall decrease below BBB-, or (b)
the rating of the Notes by Moody's Investors Service, Inc. shall decrease below
Ba1, or (c) the rating of the Notes by Duff & Phelps Credit Rating Co. shall
decrease below BBB- , then, from and including the Interest Payment Date next
succeeding the date on which any of the rating events described in clauses (a),
(b) or (c) shall have occurred, the interest rate payable on the Notes shall be
increased by 1.00% per annum. Such increased interest rate shall remain in
effect until the Interest Payment Date next succeeding the date on which (i) the
rating of the Notes by Standard & Poor's Rating Group shall be equal to or
higher than BBB-, (ii) the rating of the Notes by Moody's Investors Service,
Inc. shall be equal to or higher than Ba1, and (iii) the rating of the Notes by
Duff & Phelps Credit Rating Co. shall be equal to or higher than
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BBB-, in which case the interest rate on the Notes shall be restored from and
including such Interest Payment Date to 7.85% per annum.
For so long as the Notes are represented by Global Securities,
all payments of principal and interest shall be made by the Company in
immediately available funds in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, provided that the Company may at its option pay interest by check
in the case of a Note that is not a Global Security.
In the event that the Maturity or any Interest Payment Date is
not a Business Day, then payment of interest payable on such Maturity or
Interest Payment Date, as the case may be, shall be made on the next succeeding
Business Day (and without any interest or other payment in respect of any such
delay), in each case with the same force and effect as if made on such Maturity
or Interest Payment Date.
For so long as and to the extent that the Notes are
represented by a Global Security pursuant to Section 304 hereof, payments of
principal and interest shall be made in accordance with said Section 304. All
other payments of principal and interest shall be made to the registered Holders
thereof by a Paying Agent that the Company shall maintain, in the event that
definitive Notes shall have been issued, in The City of New York.
The Notes may not be redeemed prior to Maturity and shall not
be subject to any sinking fund.
SECTION 303. Ranking.
The Notes shall be general unsecured obligations of the
Company. The Notes shall rank pari passu in right of payment with all senior
indebtedness of the Company and senior in right of payment to any subordinated
indebtedness of the Company.
SECTION 304. Book-Entry System
The Notes shall be represented by one or more permanent global
notes (each, a "Global Security") deposited with, or on behalf of, The
Depositary Trust Company, as Depository under the Debt Securities Indenture and
this Supplemental Indenture (the "Depository"), and registered in the name of
the Depository's nominee. Except as set forth in the following paragraph, (1)
owners of beneficial interests in a Global Security shall not be entitled to
have Notes represented by such Global Securities registered in their names, will
not receive or be entitled to receive physical delivery of Notes in definitive
form and shall not be considered the owners or Holders thereof under the Debt
Securities Indenture and this Supplemental Indenture and (2) each Global
Security may be transferred, in whole and not in part, only to another nominee
of the Depository or to a successor of the Depository or its nominee.
Accordingly, beneficial interests in the Notes shall be shown on, and transfers
thereof shall be effected only through, records maintained by the Depository and
its participants.
Notwithstanding any provisions of Section 305 of the Debt
Securities Indenture, no Note that is a Global Security shall be registered for
transfer or exchange, or be authenticated and delivered, and owners of
beneficial interests in any Global Security will not be entitled to receive
Notes in definitive form and will not be considered Holders of Notes unless (1)
the Depository notifies the Company that it is unwilling or unable to continue
as Depository for such Global Security or if at any time the Depository ceases
to be a clearing agency registered under the Exchange Act, (2) the Company
executes and delivers to the Trustee a Company Order that such Global Security
shall be so exchangeable or (3) there shall have occurred and be continuing a
Default or an Event of Default. In such circumstances, upon surrender by the
Depository or a successor depository of any Global Security, Notes in definitive
form will be issued to each Person that the Depository or successor depository
identifies as the beneficial owner of the related Notes. Upon such issuance, the
Trustee is required to register such Notes in the name of, and cause such Notes
to be delivered to, such Person or Persons (or nominees thereof). Such Notes
would be issued in fully registered form without coupons, in denominations of
$1,000 and integral multiples thereof.
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The Depository shall be permitted to take any action permitted
to be taken by an owner or Holder of Notes only at the direction of one or more
participants in the Depository, as it may from time to time determine.
Principal and interest payments on Notes registered in the
name of or held by the Depository or its nominee shall be made to the Depository
or its nominee, as the case may be, as the registered owner of the Global
Security representing such Notes. The Company and the Trustee shall treat the
Persons in whose names the Notes are registered as the Holders of such Notes for
the purpose of receiving payment of principal and interest on such Notes and for
all other purposes whatsoever. Therefore, none of the Company, the Trustee or
any Paying Agent has direct responsibility or liability for the payment of
principal and interest on the Notes to owners of beneficial interests in any
Global Security. Payments by direct and indirect participants in the Depository
shall be the responsibility of such participants.
The Notes shall trade in the Depository's Same-Day Funds
Settlement System until Maturity (or until they are subject to repurchase
pursuant to Section 701 hereof or acceleration pursuant to Article Five of the
Debt Securities Indenture), and secondary market trading activity in the Notes
may be required by the Depository to settle in immediately available funds.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Defeasance of the Notes
The Notes shall be subject to defeasance in accordance with
the provisions of Section 403 of the Debt Securities Indenture.
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default
For all purposes of the Debt Securities Indenture and this
Supplemental Indenture relating to the Notes, the following shall be Events of
Default in addition to the Events of Default enumerated in Section 501 of the
Debt Securities Indenture:
(a) a default (including a default with respect to
debt Securities of any series other than the Notes) under any Debt of
the Company or any Subsidiary thereof, which default shall have
resulted (i) in a failure to pay an aggregate principal amount
exceeding $10,000,000 of such Debt at the later of final maturity
thereof or upon the expiration of any applicable period of grace with
respect to such principal amount or (ii) in such Debt in an aggregate
principal amount exceeding $10,000,000 becoming or being declared due
and payable prior to the date on which it would otherwise have become
due and payable, without such Debt having been discharged, or such
acceleration having been rescinded or annulled, within a period of 15
days after there shall have been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding
Notes, a written notice specifying such default and requiring the
Company to cause such Debt to be discharged or to cause such
acceleration to be rescinded or annulled and stating that such notice
is a "Notice of Default" hereunder; provided, however, that the Trustee
shall not be deemed to have knowledge of such default unless either (A)
an officer in the Corporate Trust Department of the Trustee shall have
actual knowledge of such default or (B) the Trustee shall have received
written notice thereof from the Company, from any Holder, from the
holder of any such Debt or from the trustee under any such mortgage,
indenture or other instrument; and
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(b) the failure to perform the obligations of the
Company set forth in Section 701 hereof (including the obligation to
purchase the Notes required to be purchased pursuant to a Change of
Control Offer in accordance with the terms of such Change of Control
Offer).
ARTICLE SIX
COVENANTS
The Company covenants and agrees for the benefit of the
Holders of the Notes that it will comply with all covenants contained in the
Debt Securities Indenture and with such further covenants that are contained in
this Article Six and in any other provisions of this Supplemental Indenture.
SECTION 601. Limitation on Liens Securing Indebtedness.
The Company shall not, and shall not permit any Consolidated
Subsidiary to, create or incur, or suffer to be incurred or to exist, at any
time, any Lien on its or their Property, whether now owned or hereafter
acquired, or upon any income or profits therefrom, to secure the payment of any
indebtedness for money borrowed of the Company or of any Consolidated Subsidiary
or of any other Person, unless all obligations of the Company on or in respect
of the Notes are equally and ratably and validly secured by such Lien by
proceedings and documents reasonably satisfactory to the Trustee, except that
the provisions of this Section 601 shall not prohibit the following:
(a) Liens existing as of the Issue Date securing
indebtedness for money borrowed of the Company and its Consolidated
Subsidiaries outstanding on such date;
(b) Liens (i) incurred after the Issue Date given (on
or within 120 days of the date of acquisition, construction or
improvement) to secure the payment of the purchase price or
construction costs incurred by the Company or a Consolidated Subsidiary
in connection with the acquisition, construction or improvement of real
and personal Property useful and intended to be used in carrying on the
business of the Company or such Consolidated Subsidiary, or (ii) on
fixed assets useful and intended to be used in carrying on the business
of the Company or a Consolidated Subsidiary existing at the time of
acquisition or construction thereof by the Company or such Consolidated
Subsidiary or at the time of acquisition by the Company or a
Consolidated Subsidiary of any business entity then owning such fixed
assets, whether or not such existing Liens were given to secure the
payment of the purchase price or construction costs of the fixed assets
to which they attach, so long as Liens permitted by this clause (ii)
were not incurred, extended or renewed in contemplation of such
acquisition or construction, provided that any such Liens permitted by
this clause (b) shall attach solely to the Property acquired,
constructed, improved or purchased.
(c) Liens for taxes, assessments or other
governmental levies or charges not yet due or which are subject to a
Good Faith Contest;
(d) Liens incidental to the conduct of the Company's
and its Subsidiaries' businesses or their ownership of Property and
other assets not securing any indebtedness for money borrowed and not
otherwise incurred in connection with the borrowing of money or
obtaining of credit, and which do not in the aggregate materially
diminish the value of the Company's or Subsidiaries' Property or assets
when taken as a whole, or materially impair the use thereof in the
operation of their businesses;
(e) Liens in respect of any interest or title of a
lessor in any Property subject to a Capitalized Lease permitted under
Section 602 hereof;
(f) Liens arising in respect of judgments against the
Company, except for any judgment in an amount in excess of $1,000,000
which is not discharged or execution thereof stayed pending appeal
within 45 days after entry thereof;
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(g) Liens in favor of the Company or any Consolidated
Subsidiary of the Company;
(h) Liens consisting of minor survey exceptions or
minor encumbrances, easements or reservations, or rights of others for
rights-of-way, utilities and other similar purposes, or zoning or other
restrictions as to use of real Property, that are necessary for the
conduct of the operations of the Company and its Subsidiaries or that
customarily exist on properties of corporations engaged in similar
businesses and are similarly situated and that do not in any event
materially impair their use in the operations of the Company and its
Subsidiaries; and
(i) Liens renewing, extending or refunding any Lien
permitted by the preceding clauses of this Section 601; provided,
however, that the principal amount of indebtedness for money borrowed
secured by such Lien immediately prior thereto is not increased and
such Lien is not extended to any other assets or Property.
Notwithstanding the foregoing, the Company or any Consolidated
Subsidiary may create or assume Liens, in addition to those otherwise permitted
by the preceding clauses of this Section 601, securing indebtedness for money
borrowed of the Company or any Consolidated Subsidiary issued or incurred after
the Issue Date, provided that at the time of such issuance or incurrence, the
aggregate amount of all Secured Indebtedness and Attributable Debt would not
exceed 15% of Consolidated Net Tangible Assets.
In the event that any Property of the Company or any
Consolidated Subsidiary is subjected to a Lien not otherwise permitted by this
Section 601, the Company shall make or cause to be made a provision whereby the
Notes shall be secured (together with other indebtedness for money borrowed then
entitled thereto and equal in rank to the Notes), to the full extent permitted
under applicable law, equally and ratably with all other obligations secured
thereby, and in any case the Notes shall (but only in such event) have the
benefit, to the full extent that the Holders of the Notes may be entitled
thereto under applicable law, of an equitable Lien on such Property equally and
ratably securing the Notes and such other obligations.
SECTION 602. Limitation on Sale and Leaseback.
The Company shall not enter, and shall not permit any
Consolidated Subsidiary to, enter into any arrangement, directly or indirectly,
whereby the Company or such Consolidated Subsidiary shall, in one transaction or
a series of related transactions, (x) sell, transfer or otherwise dispose of any
Property owned by the Company or any Consolidated Subsidiary and (y) more than
120 days after the later of the date of initial acquisition of such Property or
completion or occupancy thereof, as the case may be, by the Company or such
Consolidated Subsidiary, rent or lease, as lessee, such Property or
substantially identical Property or any material part thereof (a "Sale and
Leaseback Transaction"), provided that the foregoing restriction shall not apply
to any Sale and Leaseback Transaction if (a) immediately after the consummation
of such Sale and Leaseback Transaction and after giving effect thereto, no
Default or Event of Default shall exist and (b) any one of the following
conditions is satisfied:
(i) the lease concerned constitutes a Capitalized Lease
and at the time of entering into such Sale and Leaseback Transaction
and after giving effect thereto and to any Liens incurred pursuant to
Section 601 hereof, the aggregate amount of all Secured Indebtedness
and Attributable Debt would not exceed 15% of Consolidated Net Tangible
Assets; or
(ii) the lease has a term which in the aggregate would not
exceed 36 months (including any extensions or renewals thereof at the
option of the lessee); or
(iii) the sale of such Property is for cash consideration
which equals or exceeds the fair market value thereof (as determined in
good faith by the Company) and the net proceeds from such sale are
applied, within 30 days of the date of the sale thereof, to the payment
(other than payments due at maturity or in satisfaction of, or applied
to, any mandatory or scheduled payment or prepayment
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obligation) of indebtedness for money borrowed of the Company which
ranks, in right of payment, on a parity with or senior to the Notes.
SECTION 603. Restrictive Agreements.
The Company shall not enter, and shall not permit any of its
Consolidated Subsidiaries to enter, into any indenture, agreement, instrument or
other arrangement which, directly or indirectly, prohibits or restrains, or has
the effect of prohibiting or restraining, or imposes materially adverse
conditions upon, the ability of any Consolidated Subsidiary to make loans or
advances to the Company or to declare and pay dividends or make distribution on
shares of such Consolidated Subsidiary's capital stock (whether now or hereafter
outstanding); provided, however, that any agreement to subordinate indebtedness
for money borrowed, owing from any Consolidated Subsidiary to the Company or
owing between Consolidated Subsidiaries pursuant to any Priority Debt or to any
guarantee of such indebtedness for money borrowed, shall not be deemed to
violate this Section 603 so long as any such agreement to subordinate does not
directly or indirectly prohibit or restrain the ability of any such Consolidated
Subsidiary to make loans or advances to the Company or to declare and pay
dividends or make distributions on shares of such Consolidated Subsidiary's
capital stock (whether now or hereafter outstanding).
SECTION 604. Corporate Existence.
The Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and
material rights (charter and statutory) and material franchises of the Company;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors of the Company shall determine that
the preservation of such rights and franchises is no longer desirable in the
conduct of the business of the Company and its Consolidated Subsidiaries
considered as a whole, and that the loss thereof is not disadvantageous in any
material respect to the Holders of the Notes.
SECTION 605. Defeasance of Certain Obligations.
The Company may omit to comply with the covenants contained in
Sections 601, 602, 603 and 701 hereof, and violations of such covenants shall
not be deemed to be an Event of Default hereunder, under the Debt Securities
Indenture and under the Notes, to the extent that all of the conditions set
forth in Section 1004 of the Debt Securities Indenture have been met.
ARTICLE SEVEN
PURCHASE OF SECURITIES
SECTION 701. Purchase of Securities at the Option of Holders Upon a Change of
Control.
(a) Upon the occurrence of a Change of Control Triggering
Event, each Holder of Notes shall have the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the purchase date
(the "Change of Control Purchase Price") in accordance with the procedures set
forth in this Section 701.
(b) Within 30 days of any Change of Control Triggering Event,
the Company shall (i) cause a notice of the Change of Control Offer to be sent
at least once to the Dow Jones News Service or similar business news service in
the United States and (ii) send by first-class mail, postage prepaid, to the
Trustee and to each Holder of the Notes, at its address appearing in the
Securities Register for the Notes, a notice stating:
(1) that a Change of Control Triggering Event has occurred and a
Change of Control Offer is being made pursuant to Section 701
of this Supplemental Indenture and that all Notes timely
tendered shall be accepted for payment, subject to the terms
and conditions set forth herein;
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(2) the Change of Control Purchase Price and the purchase date,
which date shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor
later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date");
(3) that any Note (or portion thereof) accepted for payment (and
duly paid on the Change of Control Payment Date) pursuant to
the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date;
(4) that any Notes (or portions thereof) not tendered shall
continue to accrue interest;
(5) a description of the transaction or transactions constituting
the Change of Control Triggering Event;
(6) that Holders accepting the offer to have their Notes purchased
pursuant to a Change of Control Offer will be required to
surrender such Notes, accompanied by a duly completed form of
"Option of Holder to Elect Purchase" contained on the reverse
of such Notes, to the Trustee as Securities Registrar at a
Place of Payment specified in the notice (or otherwise make
effective delivery of the Note and form of "Option of Holder
to Elect Purchase" pursuant to book-entry procedures and the
related rules of the Depository) prior to the close of
business on the Business Day preceding the Change of Control
Payment Date;
(7) that Holders whose Notes are being purchased only in part will
be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, provided that
each Note purchased and each such new Note issued shall be in
a principal amount in denominations of $1,000 and integral
multiples thereof; and
(8) any other procedures (if any) that Holders of Notes must
follow in order to accept a Change of Control Offer or effect
withdrawal of such acceptance.
(c) On the Change of Control Payment Date, the Company shall
(i) accept for payment the Notes or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Trustee money sufficient to pay
the aggregate Change of Control Purchase Price and (iii) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate indicating the Notes or portions thereof tendered to the Company.
The Trustee shall promptly mail to each Holder of Notes so accepted payment in
an amount equal to the Change of Control Purchase Price for such Notes, and the
Trustee shall promptly authenticate and mail to such Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, provided
that each such new Note shall be issued in an original principal amount in
denominations of $1,000 and integral multiples thereof.
(d) The Company shall comply, to the extent then applicable
and required by law, with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder in connection with the
purchase of Notes pursuant to the Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions relating to the Change of Control Offer, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described above by virtue thereof.
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ARTICLE EIGHT
MODIFICATIONS
SECTION 801. Modification or Amendment
Modifications and amendments to this Supplemental Indenture
shall be made in accordance with Article Nine and the other provisions of the
Debt Securities Indenture. Notwithstanding anything in Article Nine of the Debt
Securities Indenture to the contrary, modification or amendment to this
Supplemental Indenture or the Debt Securities Indenture may not waive the
Company's obligation to make a Change of Control Offer without the written
consent of the Holders of a least two-thirds in aggregate principal amount of
the then Outstanding Notes.
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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.
AMERCO
By:__________________________________
Gary V. Klinefelter
Secretary
Attest:
__________________________________
John A. Lorentz
Assistant Secretary
CITIBANK, N.A.
as Trustee
By___________________________________
Louis Piscitelli
Senior Trust Officer
Attest:
__________________________________
Name:
Title:
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STATE OF ARIZONA )
COUNTY OF MARICOPA ) ss.:
On the 6th day of May, 1996, before me personally came Gary V.
Klinefelter, to me known, who, being by me duly sworn, did depose and say that
he is Secretary of AMERCO, 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 the 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.
___________________________
Name:
Notary Public
State of Arizona
My Commission expires on:
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
On the 6th day of May, 1996, before me personally came Louis
Piscitelli, to me known, who, being by me duly sworn, did depose and say that he
is Senior Trust Officer of Citibank, N.A., 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 the 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.
___________________________
Name:
Notary Public
State of New York
My Commission expires on:
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