EXHIBIT 4C
[FORM OF MEDIUM-TERM CERTIFICATED FIXED RATE NOTE]
No. FXR-_________________ CUSIP No.___________________
AT&T CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES G
(FIXED RATE)
Original Issue Date: Initial Optional Redemption Date:
Issue Price: Optional Redemption Price:
Interest Rate: Annual Redemption Price Reduction:
Maturity Date: Optional Repayment Date(s):
Principal Amount: Other Terms:
AT&T Capital Corporation, a Delaware corporation (herein referred to as
the "Company"), for value received, hereby promises to pay to___________________
or registered assigns, the principal sum of _________________________________
Dollars ($________) on the Maturity Date shown above and to pay interest thereon
at the rate per annum shown above until principal hereof is paid or made
available for payment. The Company will pay interest [semiannually on May 15 and
November 15] [quarterly on February 15, May 15, August 15 and November 15] (each
an "Interest Payment Date"), commencing with the Interest Payment Date
immediately following the Original Issue Date shown above (except as provided
below), and on the Maturity Date shown above. 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 which shall be the [April 30 or
October 31] [January 31, April 30, July 31 or October 31] (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, and, if the Original Issue Date of this Note is
between a Record Date and the corresponding Interest Payment Date, the first
payment of the interest will be made on the Interest Payment Date following the
next succeeding Record Date to the person in whose name this Note is registered
at the close of business on such Record Date. 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 guaranteed as to
payment of principal, premium, if any, and interest by Newcourt Credit Group
Inc. (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.
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IN WITNESS WHEREOF, AT&T Capital Corporation has caused this instrument
to be duly executed.
AT&T CAPITAL CORPORATION
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
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[FORM OF 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 March 1, 1999, as
amended (the "Indenture"), among the Company, 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 Holder (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 Medium-Term Notes,
Series G (herein referred to as the "Notes").
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 Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and 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
may 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 here for 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 office or
agency of the Company referred to above and in the manner and subject to the
limitations provided in the Indenture, Notes may be exchanged
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without service charge for a like aggregate principal amount of Notes having the
same maturity, interest rate, redemption provisions, repayment provisions, and
Original Issue Date of other authorized denominations.
Unless the face of this Note indicates that an Optional Redemption Price
is applicable to this Note, this Note may not be redeemed prior to the Maturity
Date. If the face of this Note indicates that an Optional Redemption Price is
applicable to this Note, then this Note may be redeemed at the option of the
Company as a whole, or from time to time in part, on or after the Initial
Optional Redemption Date specified on the face hereof and prior to the Maturity
Date, at the Optional Redemption Price specified on the face hereof (expressed
as a percentage of the principal amount) (subject to reduction as hereinafter
provided), together in each case with accrued interest to the date fixed for
redemption; provided that if the face of this Note indicates that this Note is
subject to an "Annual Redemption Price Reduction," then the Optional Redemption
Price shall decline at each anniversary of the Initial Optional Redemption Date
by the Annual Redemption Price Reduction until the Optional Redemption Price is
100% of such principal amount. Notice of redemption shall be mailed to the
registered Holders of the Notes designated for redemption at their last
registered address not less than 30 nor more than 60 days prior to the date
fixed for redemption, all as provided in the Indenture. In the event of
redemption of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the presentation and cancellation hereof.
Unless an Optional Repayment Date or Dates is indicated on the face of
this Note, this Note shall not be subject to repayment at the option of the
Holder prior to the Maturity Date. If an Optional Repayment Date or Dates is
indicated on the face of this Note, this Note may be subject to repayment at the
option of the Holder on the Optional Repayment Date or Dates specified on the
face hereof on the terms set forth herein. On any Optional Repayment Date, this
Note will be repayable in whole or in part in increments of U.S. $1,000 at the
option of the Holder hereof at a price equal to 100% of the principal amount to
be repaid, together with interest hereon payable to the date of repayment. For
this Note to be repaid in whole or in part of the option of the Holder hereof,
the Company must receive at the corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York, at least 30 calendar days but not
more than 45 calendar days prior to the date of repayment, (i) this Note with
the form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States setting forth the name of
the Holder of this Note, the principal amount of this Note, the principal amount
of this Note to be repaid, the certificate number or description of the tenor
and terms of this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note to be repaid, together with the
duly completed form entitled "Option to Elect Repayment" below, will be received
by the Trustee not later than the third Business Day after the date of such
telegram, telex, facsimile transmission or letter, and this Note and form duly
completed must be received by the Trustee by such third Business Day.
Upon due presentment for registration of transfer of this Note at the
above-mentioned office or agency of the Company, a new Note or Notes having the
same maturity, interest rate,
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redemption provisions, repayment provisions and Original Issue Date 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
thereto.
The Company, the Trustee, the Guarantor 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 other
purposes, and neither the Company nor 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
corporation, either directly or through the Company, the Guarantor or any
successor corporation, 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.
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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 ________________(Minor)
(Cust)
Under Uniform Gifts to Minors Act _______________________
(State)
Additional abbreviations may also be used though not in the above list.
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]
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.
Dated:__________________ ___________________________________
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.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
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(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be increments of U.S. $1,000)
which the Holder elects to have repaid: ___________________; and specify the
denomination or denominations (which shall be increments of U.S. $1,000) of the
Notes to be issued to the Holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid):
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Date: ____________ ___________________________________________________
NOTICE: The signature on this Option to Elect
Repayment must correspond with the name as
written upon the face of the within
instrument in every particular without
alteration or enlargement or any change
whatsoever.
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