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CUSIP:
ASSOCIATES CORPORATION OF NORTH AMERICA
6.375% SENIOR NOTE DUE JUNE 15,2000
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: June 15, 2000
DATED DATE: June 13, 1997
INTEREST PAYMENT DATES: June 15 and December 15 of each year
REGULAR RECORD DATES: Close of business on the May 31 and November 30, 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 described below, 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 6.375% Senior Notes due June 15, 2000 (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.
