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. R-1 CUSIP NO. 650905AF9
NEWCOURT CREDIT GROUP INC.
6.875% EXCHANGE NOTE, SERIES B DUE FEBRUARY 16, 2005
Original Issue Date: November ____, 1999
Issue Price: 100%
Interest Rate: 6.875%
Maturity Date: February 16, 2005
Principal Amount: $200,000,000
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
two hundred million dollars (U.S. $200,000,000), or such other amount as is
indicated on Schedule A hereof, on the Maturity Date shown above and to pay
interest thereon at the rate per annum shown above until the principal hereof is
paid or made available for payment. The Company will pay interest semiannually
on February 16 and August 16 (each an "Interest Payment Date"), commencing with
the Interest Payment Date immediately following the Original Issue Date shown
above, and on the Maturity Date shown above. If an Interest Payment Date, a
redemption date or the Maturity Date would otherwise be a day that is not a
Business Day, the payment due on such day will be made on the next succeeding
Business Day, and no interest shall accrue for the intervening period. 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
6.875% Notes, Series B due February 16, 2005. 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 February 1 or August 1 (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. 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 (including Additional Amounts and Liquidated Damages, if
any) by 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.
-2-
IN WITNESS WHEREOF, Newcourt Credit Group Inc. has caused this instrument
to be duly executed.
Dated: November ____, 1999 NEWCOURT CREDIT GROUP INC.
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
[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 February 15, 1999 (as
amended, restated or supplemented from time to time, the "Indenture"), among the
Company, AT&T Capital Corporation (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 Holders (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 6.875% Notes, Series
B due February 16, 2005 (herein referred to as the "Notes"). The Guarantor has
guaranteed the payment of principal, premium, if any, and interest (including
Additional Amounts and Liquidated Damages, if any) on the Notes and reference is
hereby made to the Guarantee dated as of February 15, 1999 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.
All payments of principal of and interest on this Note will be made free
and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any
province or territory thereof or by any authority or agency therein or thereof
having power to tax ("Taxes"), unless the Company is required to withhold or
deduct Taxes by law or by the interpretation or administration thereof. If the
Company is so required to withhold or deduct any amount for or on account of
Taxes from any payment made under or with respect to this Note, the Company will
pay such additional amounts ("Additional Amounts") as may be necessary so that
the net amounts received by the Holder of this Note (including Additional
Amounts) after such withholding or deduction will not be less than the amount
the Holder of this Note would have received if such Taxes had not been withheld
or deducted; provided that no such Additional Amounts shall be payable with
respect to a payment made to a Holder of Notes:
(i) with which the Company does not deal at arm's length (within the
meaning of the Income Tax Act (Canada)) at the time of making such payment;
(ii) which is subject to such Taxes by reason of its being connected
with Canada or any province or territory thereof otherwise than by the mere
holding of Notes or the receipt of payment thereunder; or
(iii) who could lawfully avoid (but has not so avoided) such deduction
or withholding by complying, or procuring that any third party complies
with any statutory
requirements or by making or procuring that a third party makes a
declaration of non-residence or other similar claim for exemption to the
relevant tax authority.
The Company will also (i) make such withholding or deduction and (ii) remit
the full amount deducted or withheld to the relevant authority in accordance
with applicable law. The Company will furnish to the Trustee within 30 days
after the date the payment of any Taxes is due pursuant to applicable law,
certified copies of tax receipts evidencing such payment by the Company.
Any reference herein to principal or interest shall be deemed also to refer
to any Additional Amounts which may be payable under this provision.
Except as provided in this paragraph, this Note may not be redeemed prior
to the Maturity Date and this Note shall not be subject to repayment at the
option of the holder prior to the Maturity Date. If the Company shall determine
that it has or will become obligated to pay Additional Amounts, then the Company
may, at its option, or shall, if required, redeem this Note in accordance with
Section 4.01 of 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 or 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
way 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 herefor 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.
-2-
The Notes are issuable as registered Notes without coupons in denominations
that are integral multiples of U.S. $1,000. At the corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York 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 of other
authorized denominations.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company referred to above, a new Note or Notes 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
thereof.
The Company, the Guarantor, the Trustee, 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 purposes, and neither the
Company, 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
corporations or Persons, either directly or through the Company, the Guarantor
or any successor corporation or Person, 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.
-3-
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
ASSIGNMENT FORM
To assign this Note, fill in the form below:
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.
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.
Your Signature:_________________________________________________________________
(Sign exactly as your name appears on the other side of this Note)
Date:_______________________
Signature Guarantee:____________________________________________________________
-2-
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Global Note shall be $200,000,000. The
following increases or decreases in the principal amount of this Global Note
have been made:
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AMOUNT OF DECREASE IN AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF DATE OF EXCHANGE
PRINCIPAL AMOUNT OF IN PRINCIPAL AMOUNT THIS GLOBAL NOTE AUTHORIZED OFFICER FOLLOWING SUCH
THIS GLOBAL NOTE OF THIS GLOBAL NOTE OF TRUSTEE OR NOTES DECREASE OR INCREASE
CUSTODIAN
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