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EXHIBIT 4(a)(ii)
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ASSOCIATES CORPORATION OF NORTH AMERICA
AND
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
Trustee
______________
INDENTURE
______________
Dated as of November 1, 1995
______________
Subordinated Securities
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INDENTURE, dated as of November 1, 1995, between ASSOCIATES
CORPORATION OF NORTH AMERICA, a Delaware corporation (the "Company"), and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association, as
Trustee, (the "Trustee").
RECITALS OF THE COMPANY
The Company is authorized to borrow money for its corporate purposes
and to issue debentures, notes or other evidences of indebtedness therefor; and
for its corporate purposes, the Company has determined to make and issue its
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Securities by the
holders thereof and of the sum of One Dollar to the Company duly paid by the
Trustee at or before the ensealing and delivery of these presents, and for
other valuable consideration, the receipt whereof is hereby acknowledged, and
in order to declare the terms and conditions upon which the Securities are to
be issued, IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set
forth; and the Company, for itself and its successors, does hereby covenant and
agree to and with the Trustee and its successors in said trust, for the benefit
of those who shall hold the Securities, or any of them, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles One through Fifteen, other than clauses (i) and (iii) of
Section 12.01(g)(4), of the Associates Corporation of North America Standard
Multiple-Series Indenture Provisions dated as of October 15, 1992 (herein
called the "Standard Provisions"), are hereby incorporated herein by reference
with the same force and effect as though fully set out herein.
PARAGRAPH B. ADDITIONAL PROVISIONS
The following provision, which constitutes part of this Indenture, is
numbered to conform with the format of the Standard Provisions:
Section 9.15. Other Matters Concerning the Trustee.
At the date of this Indenture, the Corporate Trust Office of the
Trustee is located at ____________________________________________. [Anything
in Section 6.02(l) to the contrary notwithstanding, the office or agency of the
Company in the Borough of Manhattan, The
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City of New York, where Securities of any series may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of such series and this Indenture may
be served, shall initially be the corporate trust facility of
The Chase Manhattan Bank (National Association), in the Borough of Manhattan,
The City of New York, which at the date of this Indenture is located at
_________________, New York, New York ___________.]
Section 14.10. Applicable Law.
THIS INDENTURE AND EACH SECURITY FOR ALL PURPOSES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, ASSOCIATES CORPORATION OF NORTH AMERICA has caused
this Indenture to be signed in its corporate name by its Chairman of the Board,
any Vice Chairman, its President or any Vice President, and its corporate seal
to be affixed hereunto, and the same to be attested by the signature of its
Secretary or an Assistant Secretary; and The Chase Manhattan Bank (National
Association), in evidence of its acceptance of the trust hereby created, has
caused this Indenture to be signed in its corporate name, and its corporate
seal to be affixed hereunto, and the same to be attested, as of the day and
year first above written.
ASSOCIATES CORPORATION OF NORTH
AMERICA
[SEAL]
By:
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Title:
Attest:
Title:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
[SEAL]
By:
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Title:
Attest:
Title:
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STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of ___________, 19___, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at _______________________________________; that he is a
_________________________ of ASSOCIATES CORPORATION OF NORTH AMERICA, one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
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Notary Public
My Commission expires:
STATE OF ____________ )
) ss.:
COUNTY OF ___________ )
On the ___ day of ___________, 19___, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that the resides at __________________________________; that he is a
____________________________________ of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) and one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
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Notary Public
My Commission expires:
