ARISTAR, INC.
and
FIRST UNION NATIONAL BANK, as Trustee
Subordinated Debt Securities
Indenture
Dated as of October 1, 1997
INDENTURE, dated as of October 1, 1997 (the "Indenture"),
between ARISTAR, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having
its principal office at 0000 Xxxxx Xxx Xxxxxx, Xxxxx, Xxxxxxx
00000-0000, and FIRST UNION NATIONAL BANK, a national banking
association, as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated and
unsecured debentures, notes or other obligations for money so borrowed (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.
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:
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
PARAGRAPH A. INCORPORATION BY REFERENCE
Articles I through XV of the Aristar, Inc. Standard Multiple-Series
Indenture Provisions dated as of October 1, 1997 (herein called the "Standard
Provisions"), a copy of which is attached hereto as Annex "A", are hereby
incorporated herein by reference with the same force and effect as though fully
set out herein.
PARAGRAPH B. ADDITIONAL PROVISIONS
1. Section 105, subsection (2), of the Standard Provisions is hereby
amended by deleting the words "the address of its principal office specified in
the first paragraph of this instrument" and inserting the words "1201 Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxxx X. Xxxxxxx,
with a copy to the same address, Attention: Executive Vice President and
Assistant Secretary,".
2. Section 111 of the Standard Provisions is hereby amended by
inserting ", holders of Senior Debt" after the word "hereunder".
3. Section 202 of the Standard Provisions is hereby amended by deleting
the words "[full name of Trustee]" and inserting the words "First Union National
Bank".
304687.3
4. Section 403, subsection (4), of the Standard Provisions is
hereby amended to delete clause (C) thereof. Thus, Section 403,
subsection (4), shall read as follows:
(4) with respect to subsection 1(A) above, the
Company shall have delivered to the Trustee (A) a ruling
directed to the Company and the Trustee received from the
United States Internal Revenue Service to the effect that the
Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a
result of the Company's exercise of its option under this
Section 403 and will be subject to Federal income tax on the
same amount and in the same manner and at the same times as
would have been the case if such deposit and discharge had not
occurred or (B) an Opinion of Counsel to the same effect as
the ruling described in clause (A) above and based upon a
change in law.
5. Section 612 of the Standard Provisions is hereby amended by deleting
the phrase "substantially all the corporate business of the Trustee," and
inserting the phrase "substantially all of the bond administration portion of
the corporate trust business of the Trustee,".
6. Section 501, subsection (a), of the Standard Provisions is hereby
amended by inserting "(whether or not such payment is prohibited under the
provisions of Article XV)" at the end of such subsection.
7. Section 501, subsection (b), of the Standard Provisions is hereby
amended by inserting "(whether or not such payment is prohibited under the
provisions of Article XV)" at the end of such subsection.
8. The following provision, which constitutes part of this Indenture,
is numbered to conform with the format of the Standard Provisions.
SECTION 615. Corporate Trust Office. At the date of this
Indenture, the Corporate Trust Office of the Trustee is
located at 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
304687.3
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ARISTAR, INC.
By /s/ Xxxxxxxx X. Xxxxxxx
Senior Vice President
[SEAL]
Attest:
/s/ Xxx X. Xxxxxxx
Assistant Secretary
FIRST UNION NATIONAL BANK, as Trustee
By /s/ Xxxxxxx Xxxxxx
Title: Authorized Signatory
[SEAL]
Attest:
/s/ Xxxxx X. Xxxxxxx
Title: Authorized Signatory
304687.3
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STATE OF WASHINGTON )
) ss.:
COUNTY OF KING )
On the 7th day of October, 1997, before me personally came Xxxxxxxx
X. Xxxxxxx, to me known, who, being by me duly sworn, did depose and say
that he is Senior Vice President of ARISTAR, INC., one of the
corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to 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.
/s/ Kourandy Oung
Notary Public
[NOTARY SEAL]
304687.3
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STATE OF FLORIDA )
) ss.:
COUNTY OF XXXXX )
On the 6th day of October, 1997, before me personally came Xxxxxxx Xxxxxx,
to me known, who, being by me duly sworn, did depose and say that he is Trust
Officer of FIRST UNION NATIONAL BANK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to 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.
/s/ Xxxxxx X. Xxxxxx
Notary Public
[NOTARY SEAL]
304687.3
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