EXHIBIT 4A-3
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AT&T CAPITAL CORPORATION
AND
THE CHASE MANHATTAN BANK, AS TRUSTEE
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SECOND INDENTURE SUPPLEMENT
Dated as of January __, 1997
to
INDENTURE
Dated as of July 1, 1993
Between AT&T Capital Corporation
and
The Chase Manhattan Bank (formerly known
as Chemical Bank), as Trustee
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SECOND INDENTURE SUPPLEMENT dated as of January ___, 1997, between
AT&T CAPITAL CORPORATION, a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Company"), and THE CHASE MANHATTAN
BANK, a corporation duly organized and validly existing under the laws of the
State of New York, as trustee (the "Trustee").
RECITALS OF THE COMPANY
The Company and The Chase Manhattan Bank (formerly known as Chemical
Bank), as Trustee have heretofore executed and delivered a certain Indenture
dated as of July 1, 1993, as amended by a certain First Indenture Supplement
dated as of June 24, 1994 (as so amended, the "Indenture"), which provides for
the issuance from time to time by the Company of its unsecured debentures, notes
or other evidences of indebtedness ("Securities", as more fully defined in the
Indenture). Capitalized terms used but not defined in this Second Indenture
Supplement have the meanings specified in the Indenture.
This Second Indenture Supplement amends the Indenture, pursuant to
Section 9.01(1) thereof, to make certain changes in Section 8.02 of the
Indenture.
All acts and proceedings required by law, by the Indenture and by the
certificates of incorporation and bylaws of the Company necessary to constitute
this Second Indenture Supplement a valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms have been done and
performed, and the execution and delivery of this Second Indenture Supplement
have in all respects been duly authorized.
NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Securities:
ARTICLE 1
AMENDMENTS
SECTION 1.01. Amendments. (a) The words "; Relief from Compliance with
Section 4.03 and Section 5.01 upon Guarantee by the Parent" are hereby deleted
from the title of Section 8.02 of the Indenture.
(b) The designation "(a)" is hereby deleted from the first paragraph
of Section 8.02 of the Indenture.
(c) All References in the Indenture to "Section 802(a)" are hereby
amended to read "Section 802".
(d) Subsection (b) of Section 8.02 of the Indenture is hereby deleted.
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Effectiveness. This Second Indenture Supplement shall
take effect as of the date hereof.
SECTION 2.02. Indenture Ratified. Except as herein expressly provided,
the Indenture is in all respects ratified and confirmed by the Company and the
Trustee, and all the terms, provisions and conditions thereof are and shall
remain in full force and effect.
SECTION 2.03. Execution by the Trustee. The Trustee has executed this
Second Indenture Supplement only upon the terms and conditions set forth in the
Indenture. Without limiting the generality of the foregoing, the Trustee shall
not be responsible for the correctness of the recitals herein contained, which
shall be taken as the statements of the Company, and the Trustee makes no
representation and shall have no responsibility for, and in respect of, the
validity or sufficiency of this Second indenture Supplement or the execution
thereof by the Company.
SECTION 2.04. Governing Law. This Second Indenture Supplement shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.
SECTION 2.05. Execution in Counterparts. This Second Indenture
Supplement may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Indenture Supplement to be duly executed, and their respective corporate seals
to be hereunto duly affixed and attested, all as of the day and year first above
written.
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AT&T CAPITAL CORPORATION
(SEAL)
BY:_____________________
ATTEST:
____________________________
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________
(SEAL)
Attest:
_____________________________
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STATE OF NEW JERSEY )
:
COUNTY OF )
On the day of , 1997, before me personally came , to me known,
who, being by me duly sworn, did depose and say that [he] [she] resides at ,
that [he] [she] is the of AT&T Capital Corporation, one of the corporations
described in and which executed the above instrument; that [he] [she] knows the
corporate 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] [she] signed [his] [her] name
thereto by like authority.
_______________________
Notary Public
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STATE OF NEW YORK )
:
COUNTY OF NEW YORK )
On the day of , 1997, before me personally came , to me known,
who, being by me duly sworn, did depose and say that [he] [she] resides at ,
that [he] [she] is the of The Chase Manhattan Bank, one of the corporations
described in and which executed the above instrument; that [he] [she] knows the
corporate 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] [she] signed [his] [her]
name thereto by like authority.
____________________
Notary Public
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