124
(Form of Face of Certificate)
EQUIPMENT LEASING CORPORATION OF AMERICA
FIXED RATE CERTIFICATE
CERTIFICATE NO. ISSUE DATE
MATURITY DATE
RATE OF INTEREST
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
after the date hereof and to pay or, at the election of the
Holder named above, accrue interest thereon at the rate of % per
annum, with interest to be paid or accrued monthly on the 10th calendar day of
the month for the prior month or part thereof, until the principal hereof and
any accumulated interest, if any, 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 the 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, 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 Dated, or may be paid at 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 entitled thereto 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 the 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:-----------------------------
!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
126
(Form of Reverse of Certificate)
EQUIPMENT LEASING CORPORATION OF AMERICA
FIXED RATE 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 by the Company at any time upon
not less than 60 days' notice by mail or such 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.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of all the Certificates may be declared due and
payable in the manner and with the effect provided in 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 and the rights of the holder 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 waivers 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.
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.
The Holder, at his option, shall have the right to earlier or partial
payment of the principal and accrued interest herein by the Company. A service
charge or penalty may be made for any such election, as set forth in the
Indenture.
If, after its Maturity Date, this Certificate is not presented for payment
by the Holder, and if the Company does not tender payment to the holder, this
Certificate shall be automatically converted into a Demand Certificate and the
rate and other terms shall be as set forth in the Indenture with respect to
such Certificate. Prior to the maturity dates, the Holder may, at his
election, request an extension of the terms and conditions herein for a like
period, and interest shall continue to accrue and be payable from the first day
of such extended period. This Certificate, as extended, will continue in all
of its provisions except that the interest rate payable during any extended
terms shall be the interest rate being offered by the Company as of this
Certificate's maturity on newly issued Certificates of like term.