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EXHIBIT 4.14
TRUST AGREEMENT
This Trust Agreement, dated as of September 3, 1998, between
Associates First Capital Corporation, a Delaware corporation, as "Depositor",
and The Chase Manhattan Bank, a New York corporation, Chase Manhattan Bank
Delaware, a Delaware banking corporation, Xxxxxx X. Xxxxxx III and Xxxx X.
Xxxxxx as "Trustees." The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as Associates First
Capital Trust II, in which name the Trustees, or the Depositor to the
extent provided herein, may conduct the business of the Trust, make and
execute contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that
they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
Act"), and that this document constitutes the governing instrument of
the Trust. The Trustees are hereby authorized and directed to execute
and file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below), to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery of any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust and
possibly certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under Section
12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file
with the New York Stock Exchange or any other national stock exchange
or The Nasdaq National Market (each, an "Exchange") and execute on
behalf of the Trust one or more a listing applications and all other
applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and
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documents as shall be necessary or desirable to register the Preferred
Securities under the securities or "Blue Sky" laws, and to obtain any
permits under the insurance laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable (iv)
to execute on behalf of the Trust letters or documents, or instruments
for filing with, a depository relating to the Preferred Securities and
(v) to execute on behalf of the Trust one or more underwriting
agreements with one or more underwriters relating to the offering of
the Preferred Securities.
In the event that any filing referred to in clauses (i)
through (iv) above is required by the rules and regulations of the
Commission, an Exchange or any state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, in their capacities as
Trustees of the Trust, the Trustees are hereby authorized and directed
to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that The Chase Manhattan
Bank and Chase Manhattan Bank Delaware, in their capacities as Trustees
of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the
rules and regulations of the Commission, an Exchange or any state
securities or blue sky laws. In connection with all of the foregoing,
the Depositor and each Trustee, solely in its capacity as Trustee of
the Trust, hereby constitutes and appoints Xxxx X. Xxxxxx and Xxxxxxx
X. Xxxxx, and each of them, as his, her or its, as the case may be,
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or in the
Depositor's name, place and stead, in any and all capacities, to sign
the 1933 Act Registration Statement and any and all amendments
(including post-effective amendments) thereto and the 1934 Act
Registration Statement and any and all amendments (including
post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be four (4) and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor
which may increase or decrease the number of Trustees; provided,
however, that to the extent required by the Business Trust Act, one
Trustee shall either be a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause
any Trustee at any time. A Trustee may resign upon thirty days' prior
notice to the Depositor.
7. Chase Manhattan Bank Delaware, in its capacity as Trustee,
shall not have any of the powers or duties of the Trustees set forth
herein (except as may be required under the Business Trust Act) and
shall be a Trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws of principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
ASSOCIATES FIRST CAPITAL
CORPORATION, as Depositor
By: /s/ XXXXXXXX X. XXXXXX
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Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
The Chase Manhattan Bank,
as Trustee
By: /s/ XXXXXX X. DECK
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Name: Xxxxxx X. Deck
Title: Trust Officer
Chase Manhattan Bank Delaware,
as Trustee
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Trust Officer
Xxxxxx X. Xxxxxx III
as Trustee
/s/ XXXXXX X. XXXXXX III
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Xxxx X. Xxxxxx
as Trustee
/s/ XXXX X. XXXXXX
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