UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY 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.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE, THIS
SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (a) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE ACT), (b) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE ACT) (AN "ACCREDITED INVESTOR") OR (c) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES
THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (b) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE ACT, (c) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT WHO, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (d) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE ACT, (e) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE), OR (f) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE ACT.
No. R-1 CUSIP NO. 000000XX0
NEWCOURT CREDIT GROUP INC.
6.875% NOTE, SERIES B DUE FEBRUARY 16, 2005
Original Issue Date: February 16, 1999
Issue Price: 99.661%
Interest Rate: 6.875%
Maturity Date: February 16, 2005
Principal Amount: $200,000,000
Newcourt Credit Group Inc, a corporation organized under the laws of
the Province of Ontario (herein referred to as the "Company") for value
received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of two hundred million dollars (U.S. $200,000,000), or such other
amount as is indicated on Schedule A hereof, on the Maturity Date shown above
and to pay interest thereon at the rate per annum shown above until the
principal hereof is paid or made available for payment. The Company will pay
interest semiannually on February 16 and August 16 (each an "Interest Payment
Date"), commencing with the Interest Payment Date immediately following the
Original Issue Date shown above, and on the Maturity Date shown above. If an
Interest Payment Date, a redemption date or the Maturity Date would otherwise be
a day that is not a Business Day, the payment due on such day will be made on
the next succeeding Business Day, and no interest shall accrue for the
intervening period. Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for, from the Original Issue Date
shown above. The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a year of twelve 30-day months. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture referred to below, be paid to the person in
whose name this Note is registered at the close of business on the Record Date
for such Interest Payment Date which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date (whether or not such date is an Interest Payment Date) shall be payable to
the person to whom principal shall be payable. Payment of the principal of and
interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
State of New York, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
other than interest due at the Maturity Date shown above may be made by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register. "Business Day" means any day, other than a
Saturday or a Sunday, and that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close in
The City of New York. This note is
-2-
guaranteed as to payment of principal, premium, if any, and interest (including
Additional Amounts and Liquidated Damages, if any) by AT&T Capital Corporation
(the "Guarantor").
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been executed by the Trustee
under the Indenture referred to herein.
-3-
IN WITNESS WHEREOF, Newcourt Credit Group Inc. has caused this instrument
to be duly executed.
Dated: February 16, 1999 NEWCOURT CREDIT GROUP INC.
By:
-------------------------------
Attest
---------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Certificated
Securities of the Series designated
therein referred to in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:
--------------------------------------
Authorized Officer
-4-
[REVERSE OF NOTE]
This note is one of a duly authorized issue of Securities of the
Company (herein referred to as the "Securities"), issued and to be issued in one
or more series under and pursuant to an Indenture dated as of February 15, 1999
(as amended, restated or supplemented from time to time, the "Indenture"), among
the Company, AT&T Capital Corporation (the "Guarantor") and The Chase Manhattan
Bank, as Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the Guarantor and the Holders (the words "Holders" or
"Holder" meaning the registered holders or registered holder) of the Securities.
This note is one of the series of Securities designated as 6.875% Notes, Series
B due February 16, 2005 (herein referred to as the "Notes"). The Guarantor has
guaranteed the payment of principal, premium, if any, and interest (including
Additional Amounts and Liquidated Damages, if any) on the Notes and reference is
hereby made to the Guarantee dated as of February 15, 1999 by the Guarantor in
favor of the Trustee for the benefit of the Holders of the Securities for a
complete description of the terms of such Guarantee.
In case an Event of Default with respect to the Notes, as defined in
the Indenture, shall have occurred and be continuing, the principal hereof may
be declared, and upon such declaration shall become due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Holder of this Note is entitled to the benefits of a Registration
Rights Agreement, dated as of February 10, 1999, among the Company, the
Guarantor and Xxxxxx Brothers Inc., as representative for the Initial Purchasers
defined therein (the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement, the Company has agreed for the benefit of the
Holders of the Notes, that it will, at its cost, (i) within a specified period
after the closing of the sale of the Notes (the "Closing"), consummate a
registered exchange offer (the "Exchange Offer") pursuant to which this Note, at
the option of the Holder hereof, may be exchanged for a Security substantially
identical to this Note (except that such Security will not contain the legend
set forth on the face of this Note restricting transfers) or (ii) file a shelf
registration statement (the "Shelf Registration Statement") with the Securities
and Exchange Commission (the "Commission") with respect to resales of the Notes,
and will use its best efforts to cause such Shelf Registration Statement to be
declared effective within eight months after the Closing. If (i) neither the
registration statement with respect to the Exchange Offer nor the Shelf
Registration Statement is filed on or before the dates specified for such filing
in the Registration Rights Agreement, (ii) neither of the registration
statements described above is declared effective by the Commission on or prior
to the date specified for effectiveness in the Registration Rights Agreement,
(iii) the Company fails to consummate the Exchange Offer within 30 business days
after the date specified for effectiveness in the Registration Rights Agreement,
or (iv) the Shelf Registration Statement is declared effective but thereafter
ceases to be effective or usable in connection with resales of the Notes during
the period specified in the Registration Rights Agreement (each such event
referred to in clauses (i) through (iv) above a "Registration Default"), then
the Company will pay liquidated damages to each Holder, with respect to the
first 90-day period immediately following the occurrence of such Registration
Default in an amount equal to $.05 per week per $1,000 principal amount of Notes
held by such Holder ("Liquidated
Damages"), provided that a Holder shall not be entitled to the benefit of any
Liquidated Damages unless and until such Holder shall have furnished to the
Company the information required by Section 4(b) of the Registration Rights
Agreement. The amount of Liquidated Damages will increase by an additional $.05
per week per $1,000 principal amount with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of Liquidated Damages of $.50 per week per $1,000 principal amount of Notes. All
accrued Liquidated Damages shall be paid by the Company on each Interest Payment
Date for which Liquidated Damages are owed to the Holders of Notes in the same
manner as interest is paid pursuant to the Indenture. Following the cure of all
Registration Defaults, the accrual of Liquidated Damages will cease.
All payments of principal of and interest on this Note will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any
province or territory thereof or by any authority or agency therein or thereof
having power to tax ("Taxes"), unless the Company is required to withhold or
deduct Taxes by law or by the interpretation or administration thereof. If the
Company is so required to withhold or deduct any amount for or on account of
Taxes from any payment made under or with respect to this Note, the Company will
pay such additional amounts ("Additional Amounts") as may be necessary so that
the net amounts received by the Holder of this Note (including Additional
Amounts) after such withholding or deduction will not be less than the amount
the Holder of this Note would have received if such Taxes had not been withheld
or deducted; provided that no such Additional Amounts shall be payable with
respect to a payment made to a Holder of Notes:
(i) with which the Company does not deal at arm's length
(within the meaning of the Income Tax Act (Canada)) at the time of
making such payment;
(ii) which is subject to such Taxes by reason of its being
connected with Canada or any province or territory thereof otherwise
than by the mere holding of Notes or the receipt of payment thereunder;
or
(iii) who could lawfully avoid (but has not so avoided) such
deduction or withholding by complying, or procuring that any third
party complies with any statutory requirements or by making or
procuring that a third party makes a declaration of non-residence or
other similar claim for exemption to the relevant tax authority.
The Company will also (i) make such withholding or deduction and (ii)
remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law. The Company will furnish to the Trustee within
30 days after the date the payment of any Taxes is due pursuant to applicable
law, certified copies of tax receipts evidencing such payment by the Company.
Any reference herein to principal or interest shall be deemed also to
refer to any Additional Amounts which may be payable under this provision.
-2-
Except as provided in this paragraph, this Note may not be redeemed
prior to the Maturity Date and this Note shall not be subject to repayment at
the option of the holder prior to the Maturity Date. If the Company shall
determine that it has or will become obligated to pay Additional Amounts, then
the Company may, at its option, or shall, if required, redeem this Note in
accordance with Section 4.01 of the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company or the Guarantor and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of the outstanding Securities of each series affected by any
such amendment or modification (with each series voting as one class). The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the outstanding Securities of each series
affected thereby (with each series voting as one class), on behalf of the
Holders of all Securities of such series, to waive compliance by the Company or
the Guarantor with certain provisions of the Indenture. The Indenture also
provides that, regarding the Securities of any series, the Holders of not less
than a majority in principal amount of the outstanding Securities of such series
way waive certain past defaults and their consequences on behalf of the Holders
of all Securities of such series. 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 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.
The Indenture contains provisions setting forth certain conditions to
the institution of proceedings by Holders of Securities with respect to the
Indenture or for any remedy under the Indenture.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.
The Notes are issuable as registered Notes without coupons in
denominations that are integral multiples of U.S. $1,000. At the corporate trust
office of the Trustee in the Borough of Manhattan, The City of New York and in
the manner and subject to the limitations provided in the Indenture, Notes may
be exchanged without service charge for a like aggregate principal amount of
Notes of other authorized denominations.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company referred to above, a new Note or Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee as provided in the Indenture. No service charge shall be made for
any such transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereof.
-3-
The Company, the Guarantor, the Trustee, and any agent of the Company,
the Guarantor, or the Trustee may deem and treat the Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereof) for the
purpose of receiving payment of or on account of the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all
purposes, and neither the Company, the Guarantor, nor the Trustee nor any such
agent shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, 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, shareholder, officer or director as such,
past, present or future, of the Company, of the Guarantor or of any successor
corporations or Persons, either directly or through the Company, the Guarantor
or any successor corporation or Person, 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.
This Note shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
-4-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - __________________________ Custodian ______________________
(Cust) (Minor)
Under Uniform Gifts to Minor Act ___________________________
(State)
Additional abbreviations may also be used though not in the above list
ASSIGNMENT FORM
To assign this Note, fill in the form below:
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
--------------------------------------------------------------------------------
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[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
Your Signature:_________________________________________________________________
(Sign exactly as your name appears on the other side of this Note)
Date:_______________________
Signature Guarantee:____________________________________________________________
In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is two years after the later of the
date of original issuance of such Notes and the last date, if any, on which such
Notes were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Notes are being transferred:
-2-
CHECK ONE BOX BELOW
(1) [ ] to the Company or any subsidiary thereof,
(2) [ ] to a qualified institutional buyer in compliance with Rule 144A,
(3) [ ] outside the United States in compliance with Rule 904 under the
Securities Act
(4) [ ] pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if available) or
(5) [ ] pursuant to an effective registration statement under the
Securities Act.
-3-
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Global Note shall be $200,000,000.
The following increases or decreases in the principal amount of this Global Note
have been made:
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
AMOUNT OF DECREASE IN AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF DATE OF EXCHANGE
PRINCIPAL AMOUNT OF IN PRINCIPAL AMOUNT THIS GLOBAL NOTE AUTHORIZED OFFICER FOLLOWING SUCH
THIS GLOBAL NOTE OF THIS GLOBAL NOTE OF TRUSTEE OR NOTES DECREASE OR
CUSTODIAN INCREASE
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