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.
NO. FXR-1 CUSIP NO. 650905AE2
NEWCOURT CREDIT GROUP INC.
EXCHANGE NOTE, SERIES A
(FIXED RATE)
Original Issue Date: 9/__/1999 Initial Optional Redemption Date: N/A
Issue Price: 100% Optional Redemption Price: N/A
Interest Rate: 7.125% Annual Redemption Price Reduction: N/A
Maturity Date: 12/17/2003 Optional Repayment Date(s): N/A
Principal Amount: $300,000,000
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 Three Hundred Million Dollars ($300,000,000) 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 June 15 and December 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, then from the last interest
payment date for the Company's 7.125% Notes, Series A due December 17, 2003 or
if no interest had been paid on the Company's 7.125% Notes, Series A due
December 17, 2003, prior to the Original Issue Date shown above, then from
December 15, 1998. 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 May 31 or November 30
(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 the 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.
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IN WITNESS WHEREOF, Newcourt Credit Group Inc. has caused this
instrument to be duly executed under its corporate seal.
Dated: __________________ NEWCOURT CREDIT GROUP INC.
By:____________________________
Attest
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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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[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 December 15, 1998 (as
amended, restated or supplemented from time to time, the "Indenture"),between
the Company 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 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
Exchange Notes, Series A (herein referred to as the "Notes"). The Guarantor has
guaranteed the payment of principal, premium, if any, and interest on the Notes
and reference is hereby made to the Guarantee dated as of December 15, 1998 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 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 Holders of the Securities of each series to be
affected under the Indenture at any time by the Company 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 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 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
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redemption at their last registered address not less than thirty nor more than
sixty 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 at 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" on the reverse hereof 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" on the reverse hereof, 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, 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, and any agent of the Company 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 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, 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.
-5-
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.
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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.
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.
-7-
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):
------------------------------------
Date:_______________________
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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.
-8-