R-1
CUSIP:
ASSOCIATES CORPORATION OF NORTH AMERICA
________% SENIOR NOTE DUE _______________
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR THE REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.
PRINCIPAL AMOUNT:
MATURITY DATE:
DATED DATE:
INTEREST PAYMENT DATES: May 1 and November 1 of each
year
REGULAR RECORD DATES: Close of business on the
April 15 and October 15, as
the case may be, immediately preceding each Interest
Payment Date (whether or not a Business Day)
ASSOCIATES CORPORATION OF NORTH AMERICA, a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal amount set forth on the face hereof
on the Maturity Date set forth on the face hereof, and to pay interest
thereon, at the interest rate per annum specified in the title of the Notes,
from the Dated Date hereof or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, on the Interest Payment
Dates set forth on the face hereof and at Maturity, until the principal hereof
has been paid or made available for payment. The interest so payable, and
punctually paid or provided for, on any Interest Payment Date will, as
provided in the Indenture (as hereinafter defined), be paid to the Person in
whose name this Note (or one or more Predecessor Securities as defined in said
Indenture) is registered at the close of business on the Regular Record Date
for such interest as set forth on the face hereof (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided,
however, interest payable at Maturity will be payable to the Person to whom
the principal hereof shall be payable. Any such interest which is payable,
but is not punctually paid or duly provided for on any Interest Payment Date,
shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a
record date ("Special Record Date") not less than 10 days prior to the date
fixed by the Trustee for payment of such defaulted interest, notice of which
Special Record Date shall be given to Holders of Notes not less than 15 days
prior to such record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. 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 at the Corporate Trust Office of the
Trustee, or, at the option of the Holder, at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of
New York, or at such additional offices or agencies maintained for such
purpose as the Company may from time to time designate, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that (i)
payment of interest will be made (subject to collection) by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if appropriate wire transfer instructions have been
received in writing by the Trustee at its Corporate Trust Office or at its
corporate trust facility in the Borough of Manhattan, The City of New York,
not later than five Business Days prior to the record date for an applicable
Interest Payment Date, by wire transfer of immediately available funds; (ii)
payment of principal hereof at Maturity and any interest due upon Maturity
will be made in immediately available funds upon surrender of this Note at the
Corporate Trust Office of the Trustee or at the corporate trust facility of
the Trustee located in the Borough of Manhattan, The City of New York, or at
such additional offices or agencies maintained for such purpose as the Company
may from time to time designate; and (iii) notwithstanding the foregoing, if
indicated on the face hereof that this Note is a Global Security, payments in
respect of the Notes (including principal and interest) will be made by wire
transfer of immediately available funds to the account of the Depositary as
specified by the Depositary.
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, which series is limited in
aggregate principal amount to $__________________ (subject to increase by any
further issues as described in the next paragraph), all such Securities issued
and to be issued under an indenture dated as of November 1, 1995 (hereinafter
called the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee, to which Indenture and all indentures supplemental thereto reference
is hereby made for a specification of the rights and limitation of rights
thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee and of the Company. As provided in the
Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Securities
designated therein as _______% Senior Notes due _______________ (the "Notes").
The Company may from time to time, without notice to or the consent of
the registered Holders of the Notes of this series, create and issue further
notes of this series ranking pari passu with the Notes of this series in all
respects (or in all respects except for the payment of interest accruing prior
to the issue date of such further notes or except for the first payment of
interest following the issue date of such further notes) and so that such
further notes may be consolidated and form a single series with the Notes of
this series and have the same terms as to status, redemption or otherwise as
the Notes of this series.
The Company will pay, subject to certain exceptions set forth below and
to the Company's right of redemption for tax reasons, to a Holder of this
Note, such additional amounts as may be necessary in order that every net
payment of the principal of and interest on this Note, after deduction or
withholding for or on account of any present or future tax, assessment or
other governmental charge imposed upon such Holder, or by reason of the making
of such payments, by the United States or any taxing authority thereof or
therein, will not be less than the amount provided for in the Note to be then
due and payable ("Additional Amounts").
The Company shall not be required, however, to make any payment for any
Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge which would
not have been imposed but for (A) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor,
beneficiary of, or a person holding a power over such Holder if such
Holder is an estate or trust, or member or shareholder of, such Holder,
if such Holder is a partnership or corporation) and the United States or
any political subdivision or taxing authority thereof or therein,
including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, person holding a power over, member or shareholder) being
or having been a citizen or resident or treated as a resident thereof or
being or having been engaged in trade or business or present therein, or
having or having had a permanent establishment therein or (B) a bank
receiving interest described in Section 881(c)(3)(A) of the United
States Internal Revenue Code of 1986, as amended (the "Code") or (C)
such Holder's present or future status as a domestic or foreign personal
holding company or controlled foreign corporation or passive foreign
investment company or private foundation or tax exempt organization,
with respect to the United States of America or a corporation which
accumulates earnings to avoid United States federal income tax;
(ii) any estate, inheritance, gift, sales, use, transfer, excise,
personal property or similar tax, assessment or other governmental
charge;
(iii) any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of a change in law, regulation or
administrative or judicial interpretation that becomes effective more
than 30 days after the payment becomes due or is duly provided for,
whichever occurs later;
(iv) any tax, assessment or other governmental charge which is
(A) payable otherwise than by withholding from payment of principal of,
or interest on, such Note or (B) required to be withheld by any paying
agent from any such payment, if such payment may be made without
withholding by any other paying agent outside the United States;
(v) any tax, assessment or other governmental charge which would
not have been imposed but for the failure to comply with certification,
information, documentation or other reporting requirements concerning
the nationality, residence, identity or connections of the Holder or
beneficial owner of such Note, if such compliance is required by statute
or by regulation of the United States or any political subdivision or
taxing authority thereof or therein or by an applicable tax treaty to
which the United States is a party as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
(vi) any tax, assessment or other governmental charge imposed on
interest received by a Holder or beneficial owner of a Note that is a
10% shareholder (as defined in Section 871(h)(3)(B) of the Code, and the
regulations that may be promulgated thereunder) of the Company or is a
controlled foreign corporation related to the Company within the meaning
of Section 864(d)(4) of the Code; or
(vii) any combination of items (i) through (vi);
nor shall any Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such Note to the extent
that a beneficiary or settlor with respect to such fiduciary, or a member of
such partnership or a beneficial owner thereof would not have been entitled to
the payment of such Additional Amounts had such beneficiary, settlor, member
or beneficial owner been the Holder of the Note.
Subject to the conditions described below, the Notes of this series may
be redeemed, as a whole but not in part, at the option of the Company upon not
more than 60 days nor less than 30 days prior notice to the Holders hereof at
a redemption price equal to 100% of their principal amount, together with
interest accrued, if any, to but excluding the date fixed for redemption, if
on the next succeeding Interest Payment Date the Company determines that, as a
result of any change in or amendment to the laws or treaties, or any
regulations or rulings promulgated thereunder, of the United States affecting
taxation, or any proposed change in such laws, treaties, regulations or
rulings, or any change in the official application, enforcement or
interpretation of such laws, treaties, regulations or rulings (including a
holding by a court of competent jurisdiction in the United States affecting
taxation) which change or amendment is made effective or is proposed on or
after the original issue date of the Notes of this series, or any other action
predicated on such amendment or change taken by any taxing authority or court
of competent jurisdiction in the United States or the official proposal of
such action, whether or not such action or proposal was taken or made with
respect to the Company, the Company has or will become obligated to pay
Additional Amounts on any Note of this series and such obligation cannot be
avoided by the Company by any reasonable measures available to it which (in
the good faith opinion of the Company) will not have a material adverse impact
on the conduct of its business. Prior to the giving of any such notice of
redemption, the Company shall deliver to the Trustee (i) a certificate stating
that it is entitled to effect such redemption and setting forth a supportive
statement of facts and (ii) a written opinion of independent legal counsel of
recognized standing to such effect based upon such statement of facts. In
addition, no such notice of redemption shall be given earlier than 90 days
prior to the earliest date on which the Company would be obligated to pay
Additional Amounts were a payment in respect of the Notes of this series then
due.
If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Indenture, of each series of Securities to be affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at
the time Outstanding, as defined in the Indenture, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences with respect to 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 the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
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 times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company to be maintained for that purpose at the
Corporate Trust Office of the Trustee, or the office or agency of the Company
to be maintained for that purpose in the Borough of Manhattan, The City of New
York, or at such additional offices or agencies maintained for such purpose as
the Company may from time to time designate, or in the event definitive Notes
are issued and so long as the Notes are listed on the Luxembourg Stock
Exchange, at the offices of the paying agent in Luxembourg, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
If indicated on the face hereof that this Note is a Global Security, it
is exchangeable, in whole but not in part, for Notes registered in the names
of Persons other than the Depositary or its nominee or in the name of a
successor to the Depositary or a nominee of such successor depositary only if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Note and a successor depositary is not
appointed by the Company within 90 days of the receipt by the Company of such
notice or of the Company becoming aware of such ineligibility, or (ii) the
Company in its sole discretion at any time determines not to have all of the
Notes represented by one or more Global Security or Securities. If this Note
is exchangeable pursuant to the preceding sentence, it shall be exchangeable
for Notes of like tenor and terms in definitive form in aggregate principal
amount equal to the principal amount of the Global Security; provided, that
the Company shall exchange all the Global Securities representing the Notes in
such manner. Subject to the foregoing, if this Note is a Global Security it
is not exchangeable, except for a Note or Notes of the same aggregate
denominations to be registered in the name of such Depositary or its nominee
or in the name of a successor to the Depositary or a nominee of such successor
depositary. If not indicated on the face hereof that this Note is a Global
Security, this Note is exchangeable for a like aggregate principal amount of
Notes of a different authorized denomination, as requested by the Holder
surrendering the same, as provided in the Indenture and subject to certain
limitations therein set forth.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.
No service charge shall be made for any such transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such
transfer or exchange, other than certain exchanges not involving any transfer.
Notices to Holders of the Notes will be sent by mail to the registered
Holders and, so long as the Notes are listed on the Luxembourg Stock Exchange,
will be published in a daily newspaper of general circulation in Luxembourg.
Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.
The Company has initially appointed Chase Manhattan Bank Luxembourg S.A.
as a paying agent in Luxembourg with respect to the Notes, and as long as the
Notes are listed on the Luxembourg Stock Exchange, the Company will maintain a
paying agent in Luxembourg and any change in the Luxembourg paying agent and
transfer agent will be published in Luxembourg. In the event definitive Notes
are issued, the Holders hereof will be able to receive payments thereon and
effect transfers thereof at the offices of Chase Manhattan Bank Luxembourg
S.A. or its successor as paying agent in Luxembourg with respect to the Notes.
Certain terms used in this Note which are defined in the Indenture have
the meanings set forth therein.
THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal as of the Dated Date set forth on the face
hereof.
ASSOCIATES CORPORATION OF
NORTH AMERICA
[Seal]
By: _____________________________
Senior Vice President
Attest:
______________________
Assistant Secretary
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series provided for under the
within-mentioned Indenture.
Dated:
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________________
Authorized Officer
[FORM OF ASSIGNMENT]
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 Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee ____________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________
_______________________________________________________________
the within Note of Associates Corporation of North America and all rights
thereunder, hereby irrevocably constituting and appointing
______________________________________________ Attorney to transfer said 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 on the
face of the within instrument in every
particular, without alteration or
enlargement, or any change whatever.
