Exhibit 4F
AT&T CAPITAL CORPORATION
and
[NAME OF DEBT WARRANT AGENT],
Debt Warrant Agent
____________
[FORM OF] DEBT WARRANT AGREEMENT
Dated as of _____________ , 19__
TABLE OF CONTENTS(1)
Page
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ARTICLE I. ISSUANCE OF DEBT WARRANTS AND EXECUTION AND
DELIVERY OF DEBT WARRANT CERTIFICATES.........................2
SECTION 1.1. ISSUANCE OF DEBT WARRANTS................................2
SECTION 1.2. EXECUTION AND DELIVERY OF DEBT WARRANT
CERTIFICATES.............................................2
SECTION 1.3. ISSUANCE OF DEBT WARRANT CERTIFICATES....................3
SECTION 1.4. TEMPORARY DEBT WARRANT CERTIFICATES......................3
SECTION 1.5. DEFINITION OF HOLDER.....................................4
ARTICLE II. DEBT WARRANT PRICE, DURATION AND EXERCISE OF DEBT
WARRANTS......................................................4
SECTION 2.1. DEBT WARRANT PRICE.......................................4
SECTION 2.2. DURATION OF DEBT WARRANTS................................5
SECTION 2.3. EXERCISE OF DEBT WARRANTS................................5
ARTICLE III. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF DEBT WARRANT CERTIFICATES...................................6
SECTION 3.1. NO RIGHTS AS A HOLDER OF DEBT WARRANT NOTES
CONFERRED BY DEBT WARRANTS OR DEBT WARRANT
CERTIFICATES.............................................6
SECTION 3.2. LOST, STOLEN, MUTILATED OR DESTROYED DEBT
WARRANT CERTIFICATES.....................................7
SECTION 3.3. HOLDER OF DEBT WARRANT CERTIFICATE MAY ENFORCE
RIGHTS...................................................7
ARTICLE IV. [REGISTRATION], EXCHANGE AND TRANSFER
OF DEBT WARRANT CERTIFICATES..................................8
SECTION 4.1. EXCHANGE AND TRANSFER OF DEBT
WARRANT CERTIFICATES.....................................8
SECTION 4.2. TREATMENT OF HOLDERS OF DEBT WARRANT
CERTIFICATES.............................................9
SECTION 4.3. PERSONS DEEMED OWNERS....................................9
SECTION 4.4. CANCELLATION OF DEBT WARRANT
CERTIFICATES............................................10
ARTICLE V. CONCERNING THE DEBT WARRANT AGENT............................10
SECTION 5.1. DEBT WARRANT AGENT......................................10
SECTION 5.2. CONDITIONS OF DEBT WARRANT AGENT'S
OBLIGATIONS.............................................10
SECTION 5.3. RESIGNATION AND APPOINTMENT OF SUCCESSOR................12
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(1) This table of contents shall not, for any purpose, be deemed to be part of
the Warrant Agreement.
SECTION 5.4. COMPLIANCE WITH APPLICABLE LAWS........................14
ARTICLE VI. MISCELLANEOUS...............................................14
SECTION 6.1. MODIFICATION, SUPPLEMENTATION OR
AMENDMENT..............................................14
SECTION 6.2. CONSOLIDATIONS AND MERGERS OF THE COMPANY AND
SALES, LEASES AND CONVEYANCES PERMITTED
SUBJECT TO CERTAIN CONDITIONS..........................15
SECTION 6.3. RIGHTS AND DUTIES OF SUCCESSOR
CORPORATION............................................15
SECTION 6.4. NOTICES AND DEMANDS TO THE COMPANY AND DEBT
WARRANT AGENT..........................................16
SECTION 6.5. ADDRESSES..............................................16
SECTION 6.6. NOTICES TO HOLDERS OF DEBT WARRANTS....................16
SECTION 6.7. APPLICABLE LAW.........................................16
SECTION 6.8. DELIVERY OF PROSPECTUS.................................17
SECTION 6.9. OBTAINING OF GOVERNMENTAL APPROVALS....................17
SECTION 6.10. PERSONS HAVING RIGHTS UNDER DEBT WARRANT
AGREEMENT..............................................17
SECTION 6.11. HEADINGS...............................................17
SECTION 6.12. COUNTERPARTS...........................................17
SECTION 6.13. INSPECTION OF AGREEMENT................................17
EXHIBIT A Form of Debt Warrant Certificate
[EXHIBIT B Form of Certificate for Delivery of
Bearer Debt Warrant Notes]
ii
FORM OF DEBT WARRANT AGREEMENT(2)
DEBT WARRANT AGREEMENT dated as of _________________________ between
AT&T Capital Corporation, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to) and __________________ as Debt Warrant Agent (herein
called the "Debt Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of April
1, 1998 (the "Indenture"), with The Chase Manhattan Bank, a corporation
organized under the laws of the State of New York (the "Trustee", which term
includes any successor trustee under the Indenture), providing for the issuance
from time to time of its unsecured debentures, notes or other evidences of
indebtedness (the "Notes"), to be issued in one or more series; and
WHEREAS, the Company proposes to sell [title of Notes being offered]
(the "Offered Notes") with warrant certificates evidencing one or more warrants
(the "Debt Warrants" or, individually a "Debt Warrant") representing the right
to purchase up to an aggregate principal amount of________________ of [title of
Notes purchasable through exercise of Debt Warrants] (the "Debt Warrant Notes"),
such warrant certificates and other warrant certificates issued pursuant to this
Agreement being herein called the "Debt Warrant Certificates"(3); and
WHEREAS, the Company desires the Debt Warrant Agent to act on behalf
of the Company in connection with the issuance, exchange, exercise and
replacement of the Debt Warrant Certificates, and in this Agreement wishes to
set forth, among other things, the form and provisions of the Debt Warrant
Certificates and the terms and conditions on which they may be issued,
exchanged, exercised and replaced;
--------------------
(2) The Provisions of this Form will be completed or modified as appropriate
to reflect the terms of the Warrants, Offered Notes and Debt Warrant Notes and
the designation of the Debt Warrant Agent. Monetary amounts may be in U.S.
dollars, in foreign denominated currency or in units based on or relating to
currencies (including Euros).
(3) If the Warrants are to be uncertificated, the provisions of this Form
will be modified as appropriate to reflect the terms of exercise and transfer of
uncertificated Warrants and other matters relating to the use of the specified
system for uncertificated Warrants.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF DEBT WARRANTS AND EXECUTION AND
DELIVERY OF DEBT WARRANT CERTIFICATES.
SECTION 1.1. ISSUANCE OF DEBT WARRANTS. Debt Warrants shall be
initially issued in connection with the issuance of the Offered Notes (but shall
be separately transferable on and after _____________, 19__ (the "Detachable
Date")] (and shall not be separately transferable] and each Debt Warrant
Certificate shall evidence one or more Debt Warrants. Each Debt Warrant
evidenced thereby shall represent the right, subject to the provisions contained
herein and therein, to purchase a Debt Warrant Note in the principal amount of
$____________. Debt Warrant Certificates shall be initially issued in units with
the Offered Notes and each Debt Warrant Certificate included in such a unit
shall evidence ______ Debt Warrants for each $___________ principal amount of
Offered Notes included in such unit.
SECTION 1.2. EXECUTION AND DELIVERY OF DEBT WARRANT CERTIFICATES.
Debt Warrant Certificates, whenever issued, shall be in [bearer] [or]
[registered] form [or both] substantially in the form set forth in Exhibit A
hereto, shall be dated by the Debt Warrant Agent the date of its
countersignature and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Debt
Warrants may be listed, or to conform to usage. The Debt Warrant Certificates
shall be signed on behalf of the Company by its Chairman of the Board of
Directors, its President, one of its Vice Presidents or its Treasurer under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. Such signatures may be manual or facsimile signatures of
such authorized officers and may be imprinted or otherwise reproduced on the
Debt Warrant Certificates. The seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Warrant Certificates. [Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of the Debt Warrant Certificate
that has
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been duly executed by the Company and countersigned by the Debt Warrant Agent.]
No Debt Warrant Certificate shall be valid for any purpose, and
no Debt Warrant evidenced thereby shall be exercisable, until such Debt Warrant
Certificate has been countersigned by the manual signature of the Debt Warrant
Agent. Such signature by the Debt Warrant Agent upon any Debt Warrant
Certificate executed by the Company shall be conclusive evidence that the Debt
Warrant Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of
the Debt Warrant Certificates shall cease to be such officer before the Debt
Warrant Certificates so signed shall have been countersigned and delivered by
the Debt Warrant Agent, such Debt Warrant Certificates may be countersigned and
delivered notwithstanding that the person who signed such Debt Warrant
Certificates ceased to be such officer of the Company; and any Debt Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Debt Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
SECTION 1.3. ISSUANCE OF DEBT WARRANT CERTIFICATES. Debt Warrant
Certificates evidencing the right to purchase an aggregate principal amount not
exceeding $___________ of Debt Warrant Notes (except as provided in Sections
2.3(C), 3.2 and 4.1) may be executed by the Company and delivered to the Debt
Warrant Agent upon the execution of this Debt Warrant Agreement or from time to
time thereafter. The Debt Warrant Agent shall, upon receipt of Debt Warrant
Certificates duly executed on behalf of the Company, countersign Debt Warrant
Certificates evidencing Debt Warrants representing the right to purchase up to
$__________ aggregate principal amount of Debt Warrant Notes and shall deliver
such Debt Warrant Certificates to or upon the order of the Company. Subsequent
to such original issuance of the Debt Warrant Certificates, the Debt Warrant
Agent shall countersign a Debt Warrant Certificate only if the Debt Warrant
Certificate is issued in exchange or substitution for one or more previously
countersigned Debt Warrant Certificates [If registered Debt Warrants-- or in
connection with their transfer], as hereinafter provided or as provided in
Sections 2.3(C), 3.2 or 4.1.
SECTION 1.4. TEMPORARY DEBT WARRANT CERTIFICATES. Pending the
preparation of definitive Debt Warrant Certificates, the Company may execute,
and upon the order of the Company the Debt Warrant Agent shall countersign and
deliver, temporary Debt Warrant Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced substantially of the tenor of
the definitive Debt Warrant Certificates in lieu of which they are
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issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Debt Warrant Certificates may
determine, as evidenced by their execution of such Debt Warrant Certificates.
If temporary Debt Warrant Certificates are issued, the Company
will cause definitive Debt Warrant Certificates to be prepared without
unreasonable delay. After the preparation of definitive Debt Warrant
Certificates, the temporary Debt Warrant Certificates shall be exchangeable for
definitive Debt Warrant Certificates upon surrender of the temporary Debt
Warrant Certificates at the corporate trust office of the Debt Warrant Agent [or
________________], without charge to the holder (as defined below). Upon
surrender for cancellation of any one or more temporary Debt Warrant
Certificates the Company shall execute and the Debt Warrant Agent shall
countersign and deliver in exchange therefor definitive Debt Warrant
Certificates representing the same aggregate number of Debt Warrants. Until so
exchanged, the temporary Debt Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Debt Warrant
Certificates.
SECTION 1.5. DEFINITION OF HOLDER. [If bearer Debt Warrants --
The term "holder" or "holder of a Debt Warrant Certificate" as used herein shall
mean [If Offered Notes with Debt Warrants which are not immediately detachable
-- prior to the Detachable Date, the registered owner of the offered Note to
which such Debt Warrant Certificate was initially attached (or the bearer if the
Offered Note is a bearer Note), and after such Detachable Date] the bearer of
such Debt Warrant Certificate.]
[If registered Debt Warrants -- The term "holder" or "holder of a
Debt Warrant Certificate" as used herein shall mean any person in whose name at
the time any Debt Warrant Certificate shall be registered upon the books to be
maintained by the Debt Warrant Agent for that purpose [If Offered Notes with
Debt Warrants which are not immediately detachable -- or, prior to the
Detachable Date, upon the register of the Offered Notes. The Company will, or
will cause the registrar of the Offered Notes to, make available at all times to
the Debt Warrant Agent such information as to holders of the Offered Notes with
Debt Warrants as may be necessary to keep the Debt Warrant Agent's records up to
date].]
ARTICLE II.
DEBT WARRANT PRICE, DURATION AND EXERCISE OF DEBT WARRANTS.
SECTION 2.1. DEBT WARRANT PRICE. During the period from and
including _________________, 19__ to and including ___________, 19__ the
exercise price of each Debt Warrant will be [
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% of the principal amount of the Debt Warrant Notes] [$__________] plus [accrued
amortization of the original issue discount] [accrued interest] from the most
recent preceding ___________________. [During the period from
_____________________, 19__, to and including ___________, 19__, the exercise
price of each Debt Warrant will be [__% of the principal amount of the Debt
Warrant Notes] [$_________] plus [accrued amortization of the original issue
discount] [accrued interest] from the most recently preceding ___________]. [In
each case, the original issue discount will be amortized at a _____ % annual
rate, computed on an annual basis using a 360-day year consisting of twelve
30-day months.] Such purchase price of Debt Warrant Notes is referred to in this
Agreement as the "Debt Warrant Price." [The original issue discount for each
$ _______ principal amount of Debt Warrant Notes is $_______.]
SECTION 2.2. DURATION OF DEBT WARRANTS. Each Debt Warrant may be
exercised in whole at any time, as specified herein, on or after [the date
thereof] [_________, 19__] and at or before 5:00 p.m. New York time on
_______________, 19__, or such later date as may be selected by the Company, in
a written statement to the Debt Warrant Agent and with notice to the holders of
Debt Warrants (such date of expiration is herein referred to as the "Expiration
Date"). Each Debt Warrant not exercised at or before 5:00 p.m. New York time on
the Expiration Date shall become void, and all rights of the holder of the Debt
Warrant Certificate evidencing such Debt Warrant under this Agreement shall
cease.
SECTION 2.3. EXERCISE OF DEBT WARRANTS. (a) During the period
specified in Section 2.2 any whole number of Debt Warrants may be exercised
[,subject to Section 2.3(c),] by delivery to the Debt Warrant Agent of the Debt
Warrant Certificate evidencing such Debt Warrant, with the form of election to
purchase Debt Warrant Notes set forth on the reverse side of the Debt Warrant
Certificate properly completed and duly executed, and by paying in full, [in
lawful money of the United States of America,] [in cash or by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds], the Debt Warrant Price for each Debt
Warrant exercised to the Debt Warrant Agent, such delivery and payment to be
made at the corporate trust office of the Debt Warrant Agent [or at __________].
The date on which the duly completed and executed Debt Warrant Certificate and
payment in full of the Debt Warrant Price is received by the Debt Warrant Agent
shall be deemed to be the date on which the Debt Warrant is exercised. The Debt
Warrant Agent shall deposit all funds received by it in payment of the Debt
Warrant Price in an account of the Company maintained with it and shall advise
the Company by telephone at the end of each day on which a [payment] [wire
transfer] for the exercise of Debt Warrants is received of the amount so
deposited to its account. The Debt Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.
5
(b) The Debt Warrant Agent shall, from time to time, as promptly
as practicable, advise the Company and the Trustee of (i) the number of Debt
Warrants exercised, (ii) the instructions of each holder of the Debt Warrant
Certificates evidencing such Debt Warrants with respect to delivery of the Debt
Warrant Notes to which such holder is entitled upon such exercise, (iii)
delivery of Debt Warrant Certificates evidencing the balance, if any, of the
Debt Warrants remaining after such exercise, and (iv) such other information as
the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Debt
Warrant, the Company shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the holder of the Debt Warrant Certificate
evidencing such Debt Warrant, the Debt Warrant Notes to which such holder is
entitled, [in fully registered form, registered in such name or names] [or] [in
bearer form] as may be directed by such holder [; PROVIDED, HOWEVER, the Company
shall deliver Debt Warrant Notes in bearer form only outside the United States
and only upon delivery from the person entitled to physical delivery of such
Debt Warrant Notes of an executed certification substantially in the form of
Exhibit B hereto.] If less than all of the Debt Warrants evidenced by such Debt
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Debt Warrant Agent shall manually countersign and deliver, a new
Debt Warrant Certificate evidencing the number of such Debt Warrants remaining
unexercised.
(d) The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Debt Warrant Notes and the Company
shall not be required to issue or deliver any Debt Warrant Note unless or until
the person requesting the issuance thereof shall have paid to the Company the
amount of such tax or governmental charge or shall have established to the
satisfaction of the Company that such tax or other governmental charge has been
paid or that no such tax or other governmental charge is payable.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF DEBT WARRANT CERTIFICATES.
SECTION 3.1. NO RIGHTS AS A HOLDER OF DEBT WARRANT NOTES
CONFERRED BY DEBT WARRANTS OR DEBT WARRANT CERTIFICATES. No Debt Warrant
Certificate or Debt Warrant evidenced thereby shall entitle the holder thereof
to any of the rights of a holder of Debt Warrant Notes, including, without
limitation, the right to receive the payment of principal of, premium, if any,
or interest on Debt Warrant Notes or to enforce any of the covenants in the
Indenture.
6
SECTION 3.2. LOST, STOLEN, MUTILATED OR DESTROYED DEBT WARRANT
CERTIFICATES. Upon receipt by the Debt Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Debt Warrant Certificate and of indemnity reasonably
satisfactory to it and, in the case of mutilation, upon surrender of such Debt
Warrant Certificate to the Debt Warrant Agent for cancellation, then, in the
absence of notice to the Company or the Debt Warrant Agent that such Debt
Warrant Certificate has been acquired by a bona fide purchaser or holder in due
course, the Company may (or, in the case of mutilation, shall) execute, and in
such event an authorized officer of the Debt Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Debt Warrant Certificate, a new Debt Warrant Certificate
of the same tenor and evidencing a like number of Debt Warrants. Upon the
issuance of any new Debt Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Debt Warrant Agent) in connection therewith. Every
substitute Debt Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, stolen or destroyed Debt Warrant Certificate shall
represent an additional contractual obligation of the Company, whether or not
the lost, stolen or destroyed Debt Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Debt Warrant Certificates
duly executed and delivered hereunder. The provisions of this Section are
exclusive and shall preclude (to the extent lawful) any and all other rights and
remedies notwithstanding any law or statute existing or hereinafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.
SECTION 3.3. HOLDER OF DEBT WARRANT CERTIFICATE MAY ENFORCE
RIGHTS. Notwithstanding any of the provisions of this Agreement, any holder or
beneficial owner of a Debt Warrant Certificate, without the consent of the Debt
Warrant Agent, the Trustee, the holder of any Debt Warrant Notes or the holder
of any other Debt Warrant Certificate, may, in his own behalf, enforce by
appropriate legal action, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce or otherwise in respect of,
his right to exercise the Debt Warrants and to receive Debt Warrant Notes
evidenced by his Debt Warrant Certificate in the manner provided in his Debt
Warrant Certificate and in this Agreement.
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ARTICLE IV.
[REGISTRATION], EXCHANGE AND TRANSFER
OF DEBT WARRANT CERTIFICATES.
SECTION 4.1 EXCHANGE AND TRANSFER OF DEBT
WARRANT CERTIFICATES.
[If Offered Notes with Debt Warrants which are immediately
detachable -- Upon] [If Offered Notes with Debt Warrants which are not
immediately detachable -- Prior to the Detachable Date a Debt Warrant
Certificate may be exchanged or transferred only together with the Offered Note
to which the Debt Warrant Certificate was initially attached, and only for the
purpose of effecting or in conjunction with an exchange or transfer of such
Offered Note. Prior to the Detachable Date, each transfer of the Offered Note
[on the register of the Offered Notes] shall operate also to transfer the
related Debt Warrant Certificates. After the Detachable Date upon] surrender at
the corporate trust office of the Debt Warrant Agent [or __________________ ],
Debt Warrant Certificates evidencing Debt Warrants may be exchanged for Debt
Warrant Certificates in other denominations evidencing such Debt Warrants [If
registered Debt Warrants -- or the transfer may be registered in whole or in
part]; provided that such other Debt Warrant Certificates evidence a like number
of Debt Warrants as the Debt Warrant Certificates so surrendered. [If registered
and bearer Debt Warrants (subject to any limitations imposed with respect to
such exchanges) -- [After the Detachable Date, upon] [Upon] surrender at the
corporate trust office of the Debt Warrant Agent [or______ ], Debt Warrant
Certificates in bearer form may be exchanged for Debt Warrant Certificates in
registered form evidencing a like number of Debt Warrants.] [If registered Debt
Warrants -- The Debt Warrant Agent shall keep, at its corporate trust office
[and at_______], books in which, subject to such reasonable regulations as it
may prescribe, it shall register Debt Warrant Certificates and exchanges and
transfers of outstanding Debt Warrant Certificates, upon surrender of the Debt
Warrant Certificates to the Debt Warrant Agent at its corporate trust office [or
__________] for exchange [or registration of transfer], properly endorsed or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the Debt
Warrant Agent. No service charge shall be made for any exchange [or registration
of transfer] of Debt Warrant Certificates, but the Company may require payment
of a sum sufficient to cover any stamp or other tax or other governmental charge
that may be imposed in connection with any such exchange [or registration of
transfer]. Whenever any Debt Warrant Certificates are so surrendered for
exchange [or registration of transfer], an authorized officer of the Debt
Warrant Agent shall manually countersign and deliver to the person or persons
entitled thereto a Debt Warrant Certificate or Debt
8
Warrant Certificates duly authorized and executed by the Company, as so
requested. The Debt Warrant Agent shall not be required to effect any exchange
[or registration of transfer] which will result in the issuance of a Debt
Warrant Certificate evidencing a fraction of a Debt Warrant [or a number of full
Debt Warrants and a fraction of a Debt Warrant]. All Debt Warrant Certificates
issued upon any exchange [or registration of transfer] of Debt Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the Debt
Warrant Certificates surrendered for such exchange [or registration of
transfer].
SECTION 4.2. TREATMENT OF HOLDERS OF DEBT WARRANT CERTIFICATES.
[If Offered Notes with bearer Debt Warrants which are not immediately detachable
-- Subject to Section 4.1, each] [If Offered Notes with bearer Debt Warrants
which are immediately detachable -- Each] Debt Warrant Certificate shall be
transferable by delivery and shall be deemed negotiable and the bearer of each
Debt Warrant Certificate may be treated by the Company, the Debt Warrant Agent
and all other persons dealing with such bearer as the absolute owner thereof for
any purpose and as the person entitled to exercise the rights represented by the
Debt Warrants evidenced thereby, any notice to the contrary notwithstanding.]
[If registered Debt Warrant -- Every holder of a Debt Warrant Certificate, by
accepting the same, consents and agrees with the Company, the Debt Warrant Agent
and with every subsequent holder of such Debt Warrant Certificate that until the
transfer of the Debt Warrant Certificate is registered on the books of the Debt
Warrant Agent [or the register of the Offered Notes prior to the Detachable
Date], the Company and the Debt Warrant Agent [or the registrar of the Offered
Notes prior to the Detachable Date] may treat such registered holder as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Debt Warrants evidenced thereby, any notice to the
contrary notwithstanding.]
SECTION 4.3. PERSONS DEEMED OWNERS. [If Offered Notes and Debt
Warrants which are not immediately detachable -- Prior to the Detachable Date,
the Company, the Debt Warrant Agent and any agent of the Company or the Debt
Warrant Agent may treat the registered owner of any Offered Note as the owner of
the Debt Warrant Certificates initially attached thereto for any purpose and as
the person entitled to exercise the rights represented by the Debt Warrants
evidenced by such Debt Warrant Certificates, any notice to the contrary
notwithstanding. After the Detachable Date] [If registered Debt Warrants -- and
prior to due presentment of a Debt Warrant Certificate for registration of
transfer, the] [If Offered Notes and Debt Warrants which are immediately
detachable or Debt Warrants alone -- The] Company, the Debt Warrant Agent and
any agent of the Company or the Debt Warrant Agent may treat the holder as the
owner thereof for any purpose and as the person
9
entitled to exercise the rights represented by the Debt Warrants evidenced
thereby, any notice to the contrary notwithstanding.
SECTION 4.4. CANCELLATION OF DEBT WARRANT CERTIFICATES. Any Debt
Warrant Certificate surrendered for exchange [, registration of transfer] or
exercise of the Debt Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Debt Warrant Agent and all Debt Warrant
Certificates surrendered or so delivered to the Debt Warrant Agent shall be
promptly cancelled by the Debt Warrant Agent and shall not be reissued and,
except as expressly permitted by this Agreement, no Debt Warrant Certificate
shall be issued hereunder in exchange or in lieu thereof. The Debt Warrant Agent
shall deliver to the Company from time to time or otherwise dispose of cancelled
Debt Warrant Certificates in a manner satisfactory to the Company. [If Debt
Warrant Certificates are issued in bearer form -- Debt Warrant Certificates
delivered to the Debt Warrant Agent in exchange for Debt Warrant Certificates of
other denominations may be retained by the Debt Warrant Agent for reissue as
authorized hereunder.] The Company may at any time deliver to the Debt Warrant
Agent for cancellation any Debt Warrant Certificates previously issued hereunder
which the Company may have acquired in any manner whatsoever, and all Debt
Warrant Certificates so delivered shall be promptly cancelled by the Debt
Warrant Agent. All cancelled Debt Warrant Certificates held by the Debt Warrant
Agent shall be disposed of as instructed by the Company, subject to applicable
law.
ARTICLE V.
CONCERNING THE DEBT WARRANT AGENT.
SECTION 5.1. DEBT WARRANT AGENT. The Company hereby appoints
________________________ as Debt Warrant Agent of the Company in respect of the
Debt Warrants and the Debt Warrant Certificates upon the terms and subject to
the conditions herein set forth; and hereby accepts such appointment. The Debt
Warrant Agent shall have the powers and authority granted to and conferred upon
it in the Debt Warrant Certificates and hereby and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in the Debt Warrant Certificates are subject to and
governed by the terms and provisions hereof.
SECTION 5.2. CONDITIONS OF DEBT WARRANT AGENT'S OBLIGATIONS. The
Debt Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which
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the rights hereunder of the holders from time to time of the Debt Warrant
Certificates shall be subject:
(a) COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Debt Warrant Agent the compensation to be agreed
upon with the Company for all services rendered by the Debt Warrant
Agent and to reimburse the Debt Warrant Agent for reasonable
out-of-pocket expenses (including counsel fees) incurred by the Debt
Warrant Agent without negligence, bad faith or breach of this Agreement
on its part in connection with the services rendered hereunder by the
Debt Warrant Agent. The Company also agrees to indemnify the Debt
Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, bad faith or breach of this
Agreement on the part of the Debt Warrant Agent, arising out of or in
connection with its acting as Debt Warrant Agent hereunder, as well as
the costs and expenses of defending against any claim of such liability.
The obligations of the Company under this subsection (a) shall survive
the exercise of the Debt Warrant Certificates and the resignation or
removal of the Debt Warrant Agent.
(b) AGENT FOR THE COMPANY. In acting under this Debt
Warrant Agreement and in connection with the issuance and exercise of
the Debt Warrant Certificates, the Debt Warrant Agent is acting solely
as an agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any owner of a beneficial
interest in any Debt Warrant or with the holder thereof.
(c) COUNSEL. The Debt Warrant Agent may consult with
counsel satisfactory to it, and the advice of such counsel shall be full
and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) DOCUMENTS. The Debt Warrant Agent shall be protected
and shall incur no liability for or in respect of any action taken or
thing suffered by it in reliance upon any Debt Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other
paper or document reasonably believed by it to be genuine and to have
been presented or signed by the proper parties.
(e) CERTAIN TRANSACTIONS. The Debt Warrant Agent, and its
officers, directors and employees, may become the owner of, or acquire
any interest in, Debt Warrants, with the same rights that it or they
would have if it were not the Debt Warrant Agent hereunder, and, to the
extent permitted by applicable law, it or they may engage or be
interested in any financial or other transaction with the Company and
may act
11
on, or as depositary, trustee or agent for, any committee or body of
holders of Debt Warrant Notes or other obligations of the Company as
freely as if it were not the Debt Warrant Agent hereunder. Nothing in
this Debt Warrant Agreement shall be deemed to prevent the Debt Warrant
Agent from acting as Trustee under the Indenture.
(f) NO LIABILITY FOR INVALIDITY. The Debt Warrant Agent
shall have no liability with respect to any invalidity of this Agreement
or any of the Debt Warrant Certificates.
(g) NO LIABILITY FOR INTEREST. The Debt Warrant Agent
shall have no liability for interest on any monies at any time received
by it pursuant to any of the provisions of this Agreement or of the Debt
Warrant
(h) NO RESPONSIBILITY FOR REPRESENTATIONS. The Debt
Warrant Agent shall not be responsible for any of the recitals or
representations herein or in the Debt Warrant Certificates (except as to
the Debt Warrant Agent's countersignature thereon), all of which are
made solely by the Company.
(i) NO IMPLIED OBLIGATIONS. The Debt Warrant Agent shall
be obligated to perform only such duties as are herein and in the Debt
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Debt Warrant
Certificates against the Debt Warrant Agent. The Debt Warrant Agent
shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to
it. The Debt Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Debt Warrant
Certificates countersigned by the Debt Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Debt Warrant Certificates. The Debt
Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants, agreements
or other obligations contained herein or in the Debt Warrant
Certificates or in the case of the receipt of any written demand from a
holder of a Debt Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law
or otherwise or, except as provided in Section 6.4 hereof, to make any
demand upon the Company.
SECTION 5.3. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The
Company agrees, for the benefit of the holders from time to time of the Debt
Warrant Certificates, that there shall at all
12
times be a Debt Warrant Agent hereunder until all the Debt Warrant Certificates
are no longer exercisable.
(b) The Debt Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees. The Debt Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying such
removal and the date when it shall become effective. Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Debt Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) and the acceptance of such appointment by such successor
Debt Warrant Agent. The obligation of the Company under Section 5.2(a) shall
continue to the extent set forth therein notwithstanding the resignation or
removal of the Debt Warrant Agent.
(c) In case at any time the Debt Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law or make an assignment
for the benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State bankruptcy or
similar law, or if any public officer shall have taken charge or control of the
Debt Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Debt Warrant Agent,
qualified as aforesaid, shall be appointed by the Company by an instrument in
writing, filed with the successor Debt Warrant Agent. Upon the appointment as
aforesaid of a successor Debt Warrant Agent and acceptance by the successor Debt
Warrant Agent of such appointment, the Debt Warrant Agent shall cease to be Debt
Warrant Agent hereunder.
(d) Any successor Debt Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Debt Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the
13
authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as Debt Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Debt Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Debt Warrant Agent hereunder.
(e) Any corporation into which the Debt Warrant Agent hereunder
may be merged or converted or any corporation with which the Debt Warrant Agent
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Debt Warrant Agent shall be a party, or any
corporation to which the Debt Warrant Agent shall sell or otherwise transfer all
or substantially all the assets and business of the Debt Warrant Agent, provided
that it shall be qualified as aforesaid, shall be the successor Debt Warrant
Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto.
(f) The Company may designate agencies for the surrender for
exercise of Debt Warrant Certificates at such place or places as the Company may
determine, and the Company shall keep the Debt Warrant Agent advised of the
names and locations of such agencies, if any are so designated. The Debt Warrant
Agent shall arrange directly with such agencies for the delivery of Debt Warrant
Notes upon exercise of Debt Warrant Certificates surrendered for exercise at
such agencies. The Debt Warrant Agent shall be in no way responsible or
accountable for the action or failure to act of any agencies designated pursuant
to this Section 5.3(f).
SECTION 5.4. COMPLIANCE WITH APPLICABLE LAWS. The Debt Warrant
Agent agrees to comply with all applicable federal and state laws in respect of
the services rendered by it under this Debt Warrant Agreement and in connection
with the Debt Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Debt Warrant Agent expressly assumes all liability for failure
to comply with such laws, including (but not limited to) any liability for
failure to comply with any applicable provisions of United States federal income
tax laws regarding information reporting and backup withholding.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.1. MODIFICATION, SUPPLEMENTATION OR AMENDMENT. (a) This
Agreement and the Debt Warrant Certificate
14
may be amended by the Company and the Debt Warrant Agent, without the consent of
the beneficial owners or the registered holders of any Debt Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provision contained herein, or in
any other manner which the Company or the Debt Warrant Agent may deem necessary
or desirable and which will not adversely affect the interests of the beneficial
owners of the outstanding unexercised Debt Warrants in any material respect.
(b) The Company and the Debt Warrant Agent may also modify or
amend this Agreement and the Debt Warrant Certificate, with the consent of the
beneficial owners of not less than a majority in number of the then outstanding
unexercised Debt Warrants affected by such modification or amendment, for any
purpose; PROVIDED, HOWEVER, that no such modification or amendment that
increases the exercise price or otherwise reduces the amount of Debt Warrant
Notes receivable upon exercise, cancellation or expiration, or that shortens the
period of time during which the Debt Warrants may be exercised, or otherwise
materially and adversely affects the exercise rights of the beneficial owners or
reduces the number of outstanding Debt Warrants the consent of the beneficial
owners of which is required for modification, supplementation or amendment of
this Agreement or the Debt Warrant Certificate, may be made without the consent
of each holder affected thereby.
SECTION 6.2. CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,
LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent
permitted in the Indenture, the Company may consolidate with, or sell or convey
all or substantially all of its assets to, or merge with or into any other
corporation.
SECTION 6.3. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case
of any such consolidation, merger, sale or conveyance and upon any assumption by
the successor corporation of the obligations of the Company under the Indenture,
such successor corporation shall succeed to and be substituted for the Company,
with the same effect as if it had been named herein, and the predecessor
corporation, shall be relieved of any further obligation under this Agreement
and the Debt Warrants. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all of the Debt Warrant Notes issuable pursuant to the terms hereof. All the
Debt Warrant Notes so issued shall in all respects have the same legal rank and
benefit under the Indenture as the Debt Warrant Notes theretofore or thereafter
issued in accordance with the terms of this Agreement and the Indenture.
In case of any such consolidation, merger, sale or conveyance,
such changes in phraseology and form (but not in
15
substance) may be made in the Debt Warrant Notes thereafter to be issued as may
be appropriate.
SECTION 6.4. NOTICES AND DEMANDS TO THE COMPANY AND DEBT WARRANT
AGENT. If the Debt Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Debt Warrant Certificate pursuant to the
provisions of the Debt Warrant Certificates, the Debt Warrant Agent shall
promptly forward such notice or demand to the Company.
SECTION 6.5. ADDRESSES. Any communication from the Company to the
Debt Warrant Agent with respect to this Agreement shall be addressed to
________________, Attention: ________________ and any communication from the
Debt Warrant Agent to the Company with respect to this Agreement shall be
addressed to AT&T Capital Corporation, Attention: __________________,44 Whippany
Road, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or such other address as shall be specified in
writing by the Debt Warrant Agent or by the Company).
SECTION 6.6. NOTICES TO HOLDERS OF DEBT WARRANTS. Any notice to
holders of Debt Warrants which by any provisions of this Debt Warrant Agreement
is required or permitted to be given shall be given [If registered Debt Warrants
-- by first class mail postage prepaid at such holder's address as appears on
the books of the Debt Warrant Agent [or on the register of the Offered Notes
prior to the Detachable Date]] [If bearer Debt Warrants -- by publication in an
Authorized Newspaper in New York City and London [, and so long as the Debt
Warrants are listed on the Luxembourg Stock Exchange and the Luxembourg Stock
Exchange so requires, in Luxembourg]. As used herein, the term "Authorized
Newspaper" means a newspaper customarily published on each business day in
morning editions, whether or not it shall be published in Saturday, Sunday or
holiday editions, such as THE WALL STREET JOURNAL (Eastern edition) in New York
City, the FINANCIAL TIMES (London edition) in London and the LUXEMBURGER WORT in
Luxembourg. If by reason of the temporary or permanent suspension of publication
of any newspaper or by reason of any other cause, it shall be impossible to make
publication of such notices in an Authorized Newspaper as herein required, then
such publication or other notice in lieu thereof as shall be made by the Debt
Warrant Agent shall constitute sufficient publication of such notice, if such
publication or other notice shall, so far as may be possible, approximate the
terms and conditions of the publication in lieu of which it is given. The Debt
Warrant Agent shall promptly furnish to the Company a copy of each notice so
published].
SECTION 6.7. APPLICABLE LAW. The validity, interpretation and
performance of this Agreement and each Debt Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed therein.
16
SECTION 6.8. DELIVERY OF PROSPECTUS. The Company will furnish to
the Debt Warrant Agent sufficient copies of a prospectus with an accompanying
prospectus supplement relating to the Debt Warrant Notes, and the Debt Warrant
Agent agrees that upon the exercise of any Debt Warrant, the Debt Warrant Agent
will deliver to the holder of the Debt Warrant Certificate evidencing such Debt
Warrant, prior to or concurrently with the delivery of the Debt Warrant Notes
issued upon such exercise, a copy of such prospectus and prospectus supplement.
SECTION 6.9. OBTAINING OF GOVERNMENTAL APPROVALS. The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect of
the Debt Warrants and Debt Warrant Note under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Debt Warrant Certificates, the exercise of the Debt Warrants,
the issuance, sale, transfer and delivery of the Debt Warrant Notes issued upon
exercise of the Debt Warrants or upon the expiration of the period during which
the Debt Warrants are exercisable.
SECTION 6.10. PERSONS HAVING RIGHTS UNDER DEBT WARRANT AGREEMENT.
Nothing in this Agreement shall give to any person other than the Company, the
Debt Warrant Agent (and, subject to this Agreement, their successors and
assigns) and the holders of the Debt Warrant Certificates any right, remedy or
claim under or by reason of this Agreement; and all covenants, conditions,
stipulations, promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the Company and the Debt Warrant Agent and
their successors and of the holders of the Debt Warrant Certificates.
SECTION 6.11. HEADINGS. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.12. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.13. INSPECTION OF AGREEMENT. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Debt Warrant Agent for inspection by the holder of any Debt
Warrant Certificate. The Debt Warrant Agent may require such holder to submit
his Debt Warrant Certificate for inspection by it.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by one of their respective authorized officers as of the day and year
first above written.
AT&T CAPITAL CORPORATION
By_________________________________
Title:
[NAME OF DEBT WARRANT AGENT],
as Debt Warrant Agent
By_________________________________
Title:
18
EXHIBIT A
[FORM OF DEBT WARRANT CERTIFICATE]
[Face of Debt Warrant Certificate]
[Form of Legend if Notes with Debt Warrants which are not immediately
detachable: Prior to _____________, 19__, this Debt Warrant Certificate cannot
be transferred or exchanged unless attached to a [Title of Offered Notes].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE DEBT WARRANT
AGENT AS PROVIDED HEREIN
AT&T CAPITAL CORPORATION
DEBT WARRANTS TO PURCHASE
[Title of Debt Warrant Notes]
VOID AFTER 5 P.M. NEW YORK TIME ON ___________, 19__
No.
This certifies that [the bearer is the] [________________________
or registered assigns is the registered] owner of the above indicated number of
Debt Warrants, each Debt Warrant entitling such [bearer] [registered owner] to
purchase, at any time [after 5 P.M. New York time on _______________, 19__ and]
on or before 5 P.M. New York time on ____________, 19__ (or such later date as
may be selected by the Company with notice to the holder thereof as provided in
the Debt Warrant Agreement (as hereinafter defined)), $____________ principal
amount of [Title of Debt Warrant Notes] (the "Debt Warrant Notes"), of AT&T
Capital Corporation, a Delaware corporation (AT&T Capital Corporation and any
successor corporation under the Indenture hereinafter defined being hereinafter
referred to as the "Company"), to be issued under the Indenture (as hereinafter
defined) on the following basis: during the period from and including
____________, 19__, to and including ______________, 19__, the exercise price of
each Debt Warrant will be [___% of the principal amount of the Debt Warrant
Notes] [$________] plus [accrued amortization of the original issue discount]
[accrued interest] from the most recently preceding ________________; during the
period from ____________, 19__, to and including ___________, 19__, the exercise
price of each Debt Warrant will be [__% of the principal amount of the Debt
Warrant Notes] [$______] plus [accrued amortization of the original issue
discount] [accrued interest] from the most recently preceding ________; [in each
case, the original issue discount will be amortized at a _____% annual rate,
computed on
an annual basis, using a 360-day year consisting of twelve 30-day months] (the
"Debt Warrant Price"). [The original issue discount for each $1,000 principal
amount of Debt Warrant Notes is $______ .] The holder may exercise the Debt
Warrants evidenced hereby by delivery to the Debt Warrant Agent (as hereinafter
defined) of this Debt Warrant Certificate, with the form of election to purchase
on the reverse hereof properly completed and duly executed and by paying in
full, [in lawful money of the United States of America,] [in cash or by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] [in immediately available funds,] the Debt Warrant Price
for each Debt Warrant exercised to the Debt Warrant Agent, such delivery and
payment to be made at the corporate trust office of [name of Debt Warrant
Agent], or its successor as warrant agent (the "Debt Warrant Agent"),
[or__________ ] currently at the address specified on the reverse hereof, and
upon compliance with and subject to the conditions set forth herein and in the
Debt Warrant Agreement (as hereinafter defined). This Debt Warrant Certificate
may be exercised only for the purchase of Debt Warrant Notes in the principal
amount of [$1,000] or any integral multiple thereof.
[If bearer Debt Warrants -- The term "holder" as used herein
shall mean [If Offered Notes with Debt Warrants which are not immediately
detachable -- prior to the Detachable Date, the registered owner of the Offered
Note to which such Debt Warrant Certificate was initially attached (or the
bearer if the Offered Note is a bearer Note), and after such Detachable Date]
the bearer of such Debt Warrant Certificate.]
[If registered Debt Warrants -- The term "holder" as used herein
shall mean any person in whose name at the time any Debt Warrant Certificate
shall be registered upon the books to be maintained by the Debt Warrant Agent
for that purpose [If Offered Notes with Debt Warrants which are not immediately
detachable -- or, prior to the Detachable Date, upon the register of the Offered
Notes. The Company will, or will cause the registrar of the Offered Notes to,
make available at all times to the Debt Warrant Agent such information as to
holders of the Offered Notes with Debt Warrants as may be necessary to keep the
Debt Warrant Agent's records up to date].]
Any whole number of Debt Warrants evidenced by this Debt Warrant
Certificate may be exercised to purchase Debt Warrant Notes [in registered form
in denominations of $_________ and any integral multiples thereof] [in bearer
form in the denomination of $______] [or both]. Upon any exercise of less than
all of the Debt Warrants evidenced by this Debt Warrant Certificate, there shall
be issued to the holder hereof a new Debt Warrant Certificate evidencing the
number of Debt Warrants remaining unexercised.
This Debt Warrant Certificate is issued under and in accordance
with the Debt Warrant Agreement dated as of __________, 19__
2
(the "Debt Warrant Agreement") between the Company and the Debt Warrant Agent
and is subject to the terms and provisions contained in the Debt Warrant
Agreement, to all of which terms and provisions the holder of this Debt Warrant
Certificate consents by acceptance hereof. Copies of the Debt Warrant Agreement
are on file at the above-mentioned office of the Debt Warrant Agent [and at
_______ ].
The Debt Warrant Notes to be issued and delivered upon the
exercise of the Debt Warrants evidenced by this Debt Warrant Certificate will be
issued under and in accordance with an Indenture dated as of April 1, 1998, as
amended (the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee (The Chase Manhattan Bank and any successor to such Trustee being
hereinafter referred to as the "Trustee"), and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indenture and the form of
the Debt Warrant Notes are on file at the corporate trust office of the Trustee
[and at __________].
[If Offered Notes with bearer Debt Warrants which are not
immediately detachable -- Prior to ________, 19__, this Debt Warrant Certificate
may be exchanged or transferred only together with the [Title of Offered Notes]
(the "Offered Notes") to which this Debt Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Notes. After such date, this] [If Offered
Notes with bearer Debt Warrants which are immediately detachable -- This] Debt
Warrant Certificate, and all rights hereunder, may be transferred by delivery
and the Company and the Debt Warrant Agent may treat the bearer hereof as the
owner for all purposes.]
[If Offered Notes with registered Debt Warrants which are not
immediately detachable -- Prior to __________________, 19__, this Debt Warrant
Certificate may be exchanged or transferred only together with the [Title of
Offered Notes] (the "Offered Notes") to which this Debt Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Notes. After such date, this] [If
Offered Notes with registered Debt Warrants which are immediately detachable --
Transfer of this] Debt Warrant Certificate may be registered when this Debt
Warrant Certificate is surrendered at the corporate trust office of the Debt
Warrant Agent [or ______________ by the registered owner or his assigns, in
person or by an attorney duly authorized in writing, in the manner and subject
to the limitations provided in the Debt Warrant Agreement.]
[If Offered Notes with Debt Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Notes with bearer Debt Warrants which are immediately detachable --
After] counter-signature by the Debt Warrant Agent and prior to the expiration
of this Debt Warrant Certificate, this Debt Warrant Certificate may be
3
exchanged at the corporate trust office of the Debt Warrant Agent for Debt
Warrant Certificates, representing the same aggregate number of Debt Warrants,
[in registered form] [in bearer form] [in either registered or bearer form].
This Debt Warrant Certificate shall not entitle the holder hereof
to any of the rights of a holder of the Debt Warrant Notes, including, without
limitation, the right to receive payments of principal of, or premium, if any,
or interest, if any, on the Debt Warrant Notes or to enforce any of the
covenants of the Indenture.
This Debt Warrant Certificate shall not be valid or obligatory
for any purpose until countersigned by the Debt Warrant Agent.
Dated as of ___________, 19__.
AT&T CAPITAL CORPORATION
By____________________________
Title:
[Name of Debt Warrant Agent]
By__________________________
Title
4
[REVERSE OF DEBT WARRANT CERTIFICATE]
INSTRUCTIONS FOR EXERCISE OF DEBT WARRANT
To exercise the Debt Warrants evidenced hereby, the holder must
pay [in cash or by certified check or official bank check or by bank wire
transfer] [by bank wire transfer] [in immediately available funds] the Debt
Warrant Price in full for Debt Warrants exercised to [insert name of Debt
Warrant Agent] Corporate Trust Department, [insert address of Debt Warrant
Agent], Attn. __________________ [or__________ ] which [payment] [wire transfer]
must specify the name of the holder and the number of Debt Warrants exercised by
such holder. In addition, the holder must complete the information required
below and present this Debt Warrant Certificate in person or by mail (registered
mail is recommended) to the Debt Warrant Agent at the addresses set forth below.
This Debt Warrant Certificate, completed and duly executed, must be received by
the Debt Warrant Agent together with such [payment] [wire transfer]. [If the
undersigned is requesting delivery of Debt Warrant Notes in bearer form, the
person entitled to physical delivery of such Debt Warrant Notes will be required
to deliver a certificate (copies of which may be obtained from the Debt Warrant
Agent [or ____________]) certifying that such Debt Warrant Notes are not being
acquired by or on behalf of a U.S. person or for resale to a U.S. person unless
such U.S. person is a qualified financial institution as defined under United
States tax laws and regulations.]
TO BE EXECUTED UPON EXERCISE OF DEBT WARRANT
The undersigned hereby irrevocably elects to exercise Debt
Warrants, evidenced by this Debt Warrant Certificate, to purchase
$_______________ principal amount of the [Title of Debt Warrant Notes] (the
"Debt Warrant Notes") of AT&T Capital Corporation and represents that he has
tendered payment for such Debt Warrant Notes [in cash or by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds] to the order of AT&T Capital
corporation c/o [insert name and address of Debt Warrant Agent], in the amount
of $___________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Debt Warrant Notes be in [bearer form in the
authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Debt Warrants exercised is less than all of the
Debt Warrants evidenced hereby, the undersigned requests that a new Debt Warrant
Certificate representing the remaining Debt Warrants evidenced hereby be issued
and delivered to the undersigned unless otherwise specified in the instructions
below.
Dated:___________________ Name__________________________
(Please Print)
_________________________ Address_______________________
(Insert Social Security or
Other Identifying Number
of Holder)
_________________________
Signature_____________________
2
The Debt Warrants evidenced hereby may be exercised at the
following addresses:
By hand at ________________________________________
________________________________________
________________________________________
________________________________________
By mail at ________________________________________
________________________________________
________________________________________
________________________________________
[Instructions as to form and delivery of Debt Warrant Notes and,
if applicable, Debt Warrant Certificates evidencing unexercised Debt Warrants --
complete as appropriate.]
3
[If Registered Debt Warrant]
Assignment
(Form of Assignment To Be Executed If Holder Desires
To Transfer Debt Warrants Evidenced Hereby)
FOR VALUE RECEIVED ____________________________ hereby sells,
assigns and transfers unto
Please insert social security or
other identifying number
___________________________________
_________________________ ___________________________________
(Please print name and
address including zip code)
________________________________________________________________________________
of the Debt Warrants represented by the within Debt Warrant Certificate and does
hereby irrevocably constitute and appoint __________________ Attorney, to
transfer said Debt Warrant Certificate on the books of the Debt Warrant Agent
with full power of substitution in the premises.
Dated:
______________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Debt Warrant
Certificate and must bear a
signature guarantee by a
bank, trust company or member
broker of the New York,
Midwest or Pacific Stock
Exchange.)
Signature Guaranteed:
_________________________
1
EXHIBIT B
FORM OF CERTIFICATE FOR DELIVERY OF BEARER
DEBT WARRANT NOTES
AT&T CAPITAL CORPORATION
[Title of Debt Warrant Notes]
To: AT&T Capital Corporation
c/o The Chase Manhattan Bank,
as Trustee
This certificate is submitted in connection with the
undersigned's request that you deliver to us $__________________ principal
amount of [Title of Debt Warrant Notes] (the "Debt Warrant Notes") in bearer
form upon exercise of Debt Warrants.
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Debt Warrant Notes), the Debt Warrant
Notes which are to be delivered to the undersigned in bearer form are not being
acquired, directly or indirectly, by or on behalf of a U.S. person, or for offer
to resell or for resale to a U.S. person or any person inside the United States
or, if any beneficial owner of the Debt Warrant Notes is a U.S. person, such
U.S. person is a financial institution (as defined below) or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided to
it by its member organizations. If the undersigned is a dealer, the undersigned
agrees to obtain a similar certificate from each person entitled to delivery of
any of the Debt Warrant Notes in bearer form purchased from it. Notwithstanding
the foregoing, if the undersigned has actual knowledge that the information
contained in such certificate is false, the undersigned will not deliver a Debt
Warrant Note in bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned. The
undersigned will be deemed to have actual knowledge that the beneficial owner is
a U.S. person for this purpose if the undersigned has a United States address
for the beneficial owner of the Security and does not have documentary evidence
that the beneficial owner is not a U.S. person. As used herein, "United States"
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction; "U.S. person" means any citizen or resident of the United States,
a corporation, partnership or other entity created
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or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source; "financial
institution" means a branch located outside the United States of a financial
institution as defined in Section 1.165-12(c)(1)(v) of the Treasury Department
Regulations purchasing for its own account or for the account of a customer that
agrees in writing to comply with Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 and the regulations thereunder and that is not
purchasing for offer to resell or for resale in the United States; and a
"clearing organization" means an entity which is in the business of holding
obligations for member organizations and transferring obligations among such
members by credit or debit to the account of a member without the necessity of
physical delivery of the obligation.
We understand that this certificate is required in connection
with United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate.
______________________________
(Signature)
Dated:
______________________________
(Please print name)
Address:
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