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Exhibit 4(h)
DRAFT
6/12/97
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ARISTAR, INC.
and
FIRST UNION NATIONAL BANK,
as Trustee
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Subordinated Debt Securities
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Indenture
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Dated as of ______ __, 1997
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INDENTURE, dated as of ______ __, 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 ______ __, 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 111 of the Standard Provisions is hereby amended by
inserting ", holders of Senior Debt" after the word "hereunder" on the
fourth line thereof.
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2. Section 202 of the Standard Provisions is hereby amended by
deleting the words "[full name of Trustee]" on the sixth line thereof,
and inserting the words "First Union National Bank".
3. 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.
4. 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.
5. 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 000 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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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:__________________________________
Vice President
[SEAL]
Attest:
______________________
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
By:__________________________________
Title: Authorized Signatory
[SEAL]
Attest:
______________________
Title: Authorized Signatory
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STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the ___ day of _______, 1997, before me personally came ,
to me known, who, being by me duly sworn, did depose and say that he is 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.
_________________________
Notary Public
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ___ day of _________, 1997, before me personally came ,
to me known, who, being by me duly sworn, did depose and say that he is
___________________________ 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.
_______________________________
Notary Public
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