120
(Form of Face of Certificate)
EQUIPMENT LEASING CORPORATION OF AMERICA
DEMAND CERTIFICATE
CERTIFICATE NO. ISSUE DATE
Equipment Leasing Corporation of America, a Delaware corporation
(hereinafter called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
, or its registered assigns, the principal sum of
Dollars on the fifth business day of the month after the month during which
demand by Holder is received by the Company to pay or, at the election of the
Holder named above, accrue interest thereon at the rate of at least 1% above
the annualized interest rate paid on six-month United States Treasury Bills
sold on the first day of the month, or if there is no auction on that day, the
interest rate established at the last auction prior to the first day of the
month. Interest is to be paid or accrued monthly on the 10th calendar day of
the month for the prior month or part thereof. The percentage above the six
month United States Treasury Bill is to be determined at the beginning of the
month by Company Order (or in the absence of any such order, such percentage
shall be deemed to be 1%), until the principal hereof and accumulated interest
thereon is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to Registered Holder of this Certificate
(or one or more Predecessor Certificates, as defined in such Indenture) at the
close of business on the Regular Record Date for such interest payment which
shall be the fifteenth of the preceding month (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 shall forthwith cease to
be payable to the registered holder on such Regular Record Date of and may be
paid to the Registered Holder of this Certificate (or one or more Predecessor
Certificates) 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 certificates not less than 10 days prior to such special
record date, or may be paid any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Certificates may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture. Payment of the
principal of (and premium, if any) and interest on this Certificate will be
made at the office or agency of the Company maintained for that purpose in the
City of Bethlehem, Commonwealth of Pennsylvania, 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, HOWEVER, that payment of
interest may be made at the option of the Company by check mailed to the
address of the Registered Holder as such address shall appear in the
Certificate Register.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Certificate shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed under its corporate seal.
This is one of the Certificates EQUIPMENT LEASING CORPORATION OF AMERICA
referred to in within-mentioned
indenture. Date:
FIRST VALLEY BANK as Trustee
By:-------------------------------------
By:------------------------------- President
Authorized Officer
Attest:---------------------------------
SEAL Secretary
!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
- -------------------------------------------------------------------------------
(NAME AND ADDRESS OF TRANSFEREE MUST BE PRINTED OR TYPEWRITTEN)
the within Certificate of EQUIPMENT LEASING CORPORATION OF AMERICA, and hereby
constitutes and
appoints --------------------------------------------------- Attorney
to transfer the same on the books of said Company.
Dated:------------------------------ -------------------------------
WITNESS:----------------------------
!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
122
(Form of Reverse of Certificate)
EQUIPMENT LEASING CORPORATION OF AMERICA
DEMAND CERTIFICATE
This Certificate is one of a duly authorized issue of Certificates of the
Company (herein called the "Certificates") issued and to be issued under an
Indenture dated April xx, 1996 (herein called the "Indenture") supplemental to
indentures dated as of August 18, 1993, August 17, 1990, September 13, 1989,
September 20, 1988, September 19, 1987, and August 5, 1986 between the Company
and First Valley Bank as Trustee (herein called the "Trustee") which term
includes any successor trustee under the Indenture. Reference is hereby made
to the Indenture for a statement of the respective rights thereunder of the
Company, the Trustee and the holders of the Certificates, and for the terms
upon which the Certificates are, and are to be, authenticated and delivered.
The Certificates are subject to redemption at any time by the Company, upon
not less than 60 days' notice by mail (or such shorter period as directed by
Company Order), at a Redemption Price equal to their principal amount, together
with accrued interest to the Redemption Date (but interest installments whose
Stated Maturity is on the Redemption Date will be payable to the Holders of
such Certificate, or one or more Predecessor Certificates, of record at the
close of business on the relevant Record Date referred to on the face hereof),
all as provided in the Indenture.
In the event of redemption of this Certificate in part only, this
Certificate shall be reissued for the unredeemed portion hereof in the name of
the Holder hereof under the same terms and conditions contained herein, and the
Company shall make such necessary entry or entries on its books of record to
record any partial redemption hereof.
The Indenture permits, 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 Registered Holders of the Certificates under the
Indenture at any time by the Company and the Trustee. No such amendment,
without the consent of each of the holders of the aggregate principal amount of
the Certificates at the time Outstanding, as defined in the Indenture, shall
reduce the principal amount of or interest on any Certificate, change the
maturity date of the principal, the interest payment dates or other terms of
payment, reduce the percentage of holders necessary to modify or alter the
Indenture, or waive any default under the Indenture. The Indenture also
contains provisions permitting the holders of specified percentages in
aggregate principal amount of the Certificates at the time outstanding, as
defined in the Indenture, on behalf of the holders of all the Certificates, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Certificate shall be conclusive and
binding upon such holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Certificate.
No reference herein to the Indenture and no provision of this Certificate
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Certificate at the times, places and rate, and in the coin
or currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations therein set
forth, this Certificate is transferrable on the Certificate Register of the
Company, upon Surrender of this Certificate for registration of transfer at the
office or agency of the Company in the City of Bethlehem, Commonwealth of
Pennsylvania, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.
The Certificates are issuable only in registered form without coupons in a
minimum denomination of $100 and any additional amount as approved by the
Company. As provided in the Indenture and subject to certain limitations
therein set forth Certificates are exchangeable for a like aggregate principal
amount of Certificates of a different authorized denomination, as requested by
the Holder surrendering the same.
No service charge shall be made for any such 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.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, whether or not this Certificate is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.