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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: February 9, 1999
INTEREST PAYMENT DATES: February 15 and August 15 of each year
REGULAR RECORD DATES: Close of business on the January 31 and July 31,
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 $500,000,000, 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 Notes may not be redeemed prior to their Stated Maturity.
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, 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.
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.
