<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 1995
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-6154
Commission File Number)
74-1494554
(I.R.S. Employer Identification Number)
250 E. Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 541-4000<PAGE>
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits relate to the Registrant's Registration
No.33-55949 on Form S-3 with respect to which the Registrant commenced an
offering on March 22, 1995 of $1,500,000,000 principal amount of Medium Term
Senior Notes, Series H and Medium Term Subordinated Notes, Series A due
9 months to 20 years from Date of Issue.
1 - Form of Agency Agreement
4(a) - Definitive Form of Senior Note, Series H
4(b) - Definitive Form of Subordinated Note, Series A
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATES CORPORATION OF
NORTH AMERICA
By: /s/R. W. Ulrich
R. W. Ulrich
Senior Vice President
Date: March 22, 1995<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
1 - Form of Agency Agreement
4(a) - Definitive Form of Senior Note
4(b) - Definitive Form of Subordinated Note
/TEXT
<PAGE>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<DESCRIPTION>FORM OF AGENCY AGREEMENT
<PAGE>
Associates Corporation of North America
Medium Term Notes
BASIC PROVISIONS
For Agency And Terms Agreements
Dated: March 22, 1995
To the Agent or Dealer named in the Agency or Terms Agreement to
which these Basic Provisions relate
Gentlemen:
Associates Corporation of North America, a Delaware
corporation (the "Company"), proposes to issue and sell from time
to time its Medium Term Senior Notes (the "Senior Notes") and its
Medium Term Subordinated Notes (the "Subordinated Notes") of the
respective series identified in an executed Agency or Terms
Agreement (the Senior Notes and the Subordinated Notes being
collectively called the "Notes"), each of the Senior Notes and
the Subordinated Notes to be issued pursuant to respective
indentures identified in an executed Agency or Terms Agreement
(the "Indentures") between the Company and the Trustees named
therein (the "Trustee"). The Notes are or will be more
particularly described in the Registration Statement and the
Prospectus identified in an executed Agency or Terms Agreement.
The Notes will have such maturities and will bear such rate or
rates of interest, or rates of interest calculated in such a
manner, as may be determined from time to time by the Company and
set forth in the Prospectus. The basic provisions set forth
herein, including the exhibits hereto, together with an Agency
Agreement or a Terms Agreement as hereafter defined are intended
to constitute the entire agreement (the "Agreement") of the
parties thereto with respect to the offer and sale of the Notes.
1. Position of Agents. If you have executed an agency agreement
in substantially the form of Schedule A hereto to which a copy of
these Basic Provisions is attached ("Agency Agreement"), you may
from time to time be authorized orally or in writing by the
Company to act as the Company's agent in connection with the sale
of specified amounts of Notes. Unless you promptly reject such
authorization, you will act under such authorization in
connection with the sale of such specified Notes, subject to the
terms of such Agency Agreement. If so specified in such Agency
Agreement, the term of your appointment as agent thereunder may
be limited to a specified period of time or a specified principal
amount of Notes. The Company may also determine to sell Notes
directly to you as a dealer for resale to others, and, if you so
agree to purchase Notes at such time, you and the Company shall
enter into a terms agreement either in substantially the form of
Schedule B hereto to which a copy of the Basic Provisions is
attached or in any form of written telecommunications (executed
by both parties) between you and the Company ("Terms Agreement")
relating to such sale in accordance with the provisions of
Section 3(b) hereof. The Company may appoint additional parties
for the purpose of soliciting offers to purchase Notes; provided,
however, such additional parties shall enter into an agreement
substantially similar hereto. You and any such other parties
shall not constitute a joint venture, or underwriting syndicate
or group, and you shall not be liable to the Company as a result
of the actions of any such other party.
2. Representations by the Company. The Company represents,
warrants and agrees as follows:
(a) A registration statement on Form S-3 (with the file
number set forth in the Agency or Terms Agreement, as the case
may be) with respect to the Notes and other debt securities of
the Company, including a form of basic prospectus (the "Basic
Prospectus"), has been prepared by the Company in conformity with
the requirements of the Securities Act of 1933, as amended (the
"Act"), the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), where applicable, the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder, has been filed
with the Commission under the Act and has become effective. A
prospectus supplement relating to the Notes has been prepared and
has been filed pursuant to Rule 424(b) under the Act, and further
supplements ("Pricing Stickers"; such prospectus supplement, as
further supplemented or amended, being hereinafter referred to as
the "Prospectus Supplement") will be from time to time filed
pursuant to Rule 424(b) under the Act, reflecting, among other
things, the current rates, maturities and other relevant terms
(including, without limitation, whether Senior Notes or
Subordinated Notes are being offered and sold) with respect to
the offer and sale of Notes by you and the Company. The
registration statement (including any documents incorporated by
reference therein) as it became effective and as it may from time
to time be further supplemented and amended is hereinafter
referred to as the "Registration Statement" and the most recent
prospectus (including any documents incorporated by reference
therein) included in the Registration Statement, together with
the Prospectus Supplement, as they may from time to time be
supplemented or amended, is hereafter referred to as the
"Prospectus". The terms "supplement", "amend", "supplement" and
"amendment", and similar terms, shall be deemed to include the
filing of any document or report incorporated by reference in the
Registration Statement or Prospectus. References herein to the
Prospectus at any time in use refer to the most recent Prospectus
furnished by the Company to you for use in soliciting, whether as
agent or as dealer, purchases of the Notes and for delivery upon
any purchase of the Notes through or from you. Copies of the
Registration Statement and Prospectus, any such amendment or
supplement (including Pricing Stickers other than those relating
solely to the distribution of any Notes for which you are not
serving as either agent or dealer), and all documents
incorporated by reference therein, which were or hereafter may be
filed with the Commission prior to date hereof or during the term
of the Agreement will be delivered to you. During the specified
period of time you are authorized by the Company to actively
solicit prospective purchasers for specified principal amounts of
Notes or own Notes which you have purchased as a dealer pursuant
to a Terms Agreement, the Company will not file any amendment or
supplement (other than Pricing Stickers relating to the
distribution of any Notes for which you are not serving as either
agent or dealer) to the Registration Statement or the Prospectus
without first having furnished you with a copy of the proposed
form thereof and having given you a reasonable opportunity to
review the same.
(b) The Registration Statement and the Basic Prospectus, at
the time the Registration Statement first became effective, and
the prospectus supplement relating to the Notes, at the time it
was filed, contained, and hereafter at all times that Notes are
offered and sold by you as agent or dealer, including any period
of time during which there is an obligation under the Act to
deliver a Prospectus with respect to Notes sold by you as dealer,
the Registration Statement and the Prospectus will contain, all
statements and information which are required to be stated
therein by the Act, the Trust Indenture Act, and the Rules and
Regulations and conformed, and will in all respects conform, to
the requirements thereof; neither the Registration Statement nor
the Prospectus will at any such time fail to include information
reflecting any facts or events which, individually or in the
aggregate, represent a fundamental change in the information
contained in the Registration Statement or Prospectus; none of
the Registration Statement, the Basic Prospectus or the
prospectus supplement relating to the Notes included, nor will
either of the Registration Statement or the Prospectus at any
such time include, any untrue statement of a material fact, and
none of the Registration Statement, the Basic Prospectus or the
Prospectus Supplement relating to the Notes omitted, nor will
either of the Registration Statement or the Prospectus at any
such time omit, to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading; provided, however, that the Company makes no
representations or warranties as to that part of the Registration
Statement which consists of the Statement of Eligibility and
Qualification under the Trust Indenture Act (Form T-1) of the
Trustee under the respective Indentures or as to information
contained in or omitted from the Registration Statement or the
Prospectus in reliance upon written information furnished to the
Company by you specifically for inclusion therein. All periodic
reports filed by the Company pursuant to the Exchange Act which
are or will be incorporated by reference in the Registration
Statement or Prospectus conform or will conform, respectively, to
the requirements of the Exchange Act and the Rules and
Regulations. Wherever in this Agreement the Registration
Statement or the Prospectus is said to "contain", "include" or
"omit" information, said terms shall be deemed also to refer to
information incorporated by reference therein.
(c) The financial statements of the Company and its
subsidiaries included in the Registration Statement and
Prospectus fairly present the financial condition of the Company
and its subsidiaries as of the dates indicated and the results of
operations and changes in financial position for the periods
therein specified in conformity with generally accepted
accounting principles consistently applied throughout the periods
involved (except as otherwise stated therein). Coopers & Lybrand,
which has examined certain of such financial statements, as set
forth in their report included in the Registration Statement and
Prospectus, are independent public accountants with respect to
the Company and its subsidiaries as required by the Act and the
Rules and Regulations.
(d) Unless you shall have been otherwise promptly notified
by the Company in writing, except as contemplated in the
Prospectus then in use, subsequent to the respective dates as of
which information is given in the Registration Statement and the
Prospectus then in use, neither the Company nor any of its
subsidiaries has incurred any liabilities or obligations, direct
or contingent, or entered into any transactions, not in the
ordinary course of business, which are material to the Company
and its subsidiaries, taken as a whole, and there has not been
any material change, on a consolidated basis, in the capital
stock, short-term debt or long-term debt of the Company and its
subsidiaries, or any material adverse change, or any development
involving a prospective material adverse change, in the condition
(financial or other), business, prospects, net worth or results
of operations of the Company and its subsidiaries.
(e) The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the State
of Delaware; the Company's subsidiaries have been duly
incorporated and are existing corporations in good standing under
the laws of their respective jurisdictions of incorporation; each
of the Company and its subsidiaries holds all material licenses,
certificates and permits from governmental authorities necessary
for the conduct of its business as described in the Registration
Statement and has full power and authority (corporate and other)
to conduct its business as described in the Registration
Statement; each of the Company and its subsidiaries is duly
qualified to do business and is in good standing in each
jurisdiction in which it owns or leases substantial properties,
or in which the conduct of its business requires such
qualification; and all of the outstanding shares of capital stock
of each such subsidiary have been duly authorized and validly
issued, are fully paid and non-assessable and, with respect to
any such subsidiary organized under the laws of Canada or the
United States, or any of their respective jurisdictions, are
owned beneficially (except as otherwise stated in the Prospectus
then in use) by the Company, in all such cases subject to no
mortgage, pledge, lien, encumbrance, charge or adverse claim.
(f) Each of the Indentures has been duly authorized,
executed, delivered and qualified under the Trust Indenture Act,
and constitutes a valid and legally binding instrument in
accordance with its terms; the Notes have been duly authorized
and, when duly executed, authenticated, issued and delivered as
contemplated hereby and by the respective Indentures, will
constitute valid and legally binding obligations of the Company
in accordance with their terms and the terms of the respective
Indentures, will be entitled to the benefits provided by the
respective Indentures and will conform to the description thereof
in the Prospectus.
(g) Except as set forth in the Prospectus, there is not
pending or, to the knowledge of the Company, threatened, any
action, suit or proceeding, to which the Company or any of its
subsidiaries is a party before or by any court or governmental
agency or body which might result in any material adverse change
in the condition (financial or other), business, prospects, net
worth or results of operations of the Company and its
subsidiaries, taken as a whole, or might materially and adversely
affect the properties or assets thereof; and there are no
contracts or documents of the Company or any of its subsidiaries
which would be required to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations
which have not been so filed or which will not have been filed
prior to the date of the Pricing Sticker next utilized after the
date such filing shall have become necessary under the Act or the
Rules and Regulations.
(h) The performance of this Agreement and the consummation
of the transactions herein contemplated will not result in a
breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any indenture, mortgage,
deed of trust, note agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by
which it is bound or to which any of the property of the Company
or any of its subsidiaries is subject, the Company's charter or
by-laws, or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company
or any of its properties; no consent, approval, authorization or
order of any court or governmental agency or body is required for
the consummation of the transactions contemplated by this
Agreement in connection with the issuance or sale of the Notes by
the Company hereunder, except such as may be required under the
Act, the Trust Indenture Act or state securities laws; and the
Company has full power and authority to authorize, issue and sell
the Notes as contemplated by this Agreement.
3. Solicitation of Offers to Purchase.
(a) If pursuant to Section 1 you have been authorized to act as
an agent of the Company under an Agency Agreement and have not
promptly rejected such authorization, you propose, on the basis
of the representations and warranties contained in such Agency
Agreement, and subject to the terms and conditions set forth
therein, to use your best efforts to solicit offers to purchase
the Notes upon the terms and conditions set forth therein, and in
connection therewith will use the Prospectus which has been most
recently furnished to you by the Company, only as permitted or
contemplated hereby, and will solicit purchases of the Notes only
as permitted by the Act, the Rules and Regulations and the
applicable securities laws or regulations of any jurisdiction.
You shall not be under any obligation to purchase any of the
Notes unless you otherwise agree as set forth below, but you may,
pursuant to any authorization referred to in Section 1 hereof and
subject to any further directions you may receive from the
Company, solicit prospective purchasers of Notes covered by such
authorization and transmit to the Company proposals of such
prospective purchasers to purchase stated amounts of such Notes
at specified rates and maturities. You shall communicate to the
Company, orally or in writing, each offer to purchase Notes, and
the Company shall have the sole right to accept offers to
purchase Notes and may reject any proposed purchase of Notes as a
whole or in part. You shall have the right, in your discretion
reasonably exercised, to reject any proposed purchase of Notes,
as a whole or in part, and any such rejection shall not be deemed
a breach of your agreements contained herein. Procedural details
relating to the issue and delivery of, and the solicitation of
purchases and payment for, the Notes are set forth in the Medium
Term Note Administrative Procedures for Agency Sales attached as
Exhibit 1 (the "Procedures"). You and the Company each agree to
perform the respective duties and obligations specifically
provided to be performed by it in the Procedures as amended from
time to time. You will make reasonable efforts to assist the
Company in obtaining performance by each purchaser whose offer to
purchase Notes has been accepted by the Company, but you shall
not have any liability to the Company in the event such purchase
is not consummated for any reason whatsoever. This Agreement,
including the Procedures as they relate to the Company and you,
may only be amended by written agreement between the Company and
you. The Company agrees to pay you as compensation the
commissions set forth in the Agency Agreement for Notes purchased
through you.
(b) Each sale of Notes to you as dealer shall be made in
accordance with the terms of a Terms Agreement. Your commitment
as dealer to purchase Notes pursuant to any Terms Agreement shall
be deemed to have been made on the basis of the representations
and warranties of the Company contained herein and shall be
subject to the terms and conditions set forth herein and in the
Terms Agreement. Each Terms Agreement shall specify whether
Senior Notes or Subordinated Notes are being sold, the principal
amount of Notes to be purchased by you as dealer pursuant
thereto, the price to be paid to the Company for such Notes, the
initial public offering price, if any, at which the Notes are
proposed to be reoffered, the form in which the Notes are to be
issued (whether in the form of a global security in the name of a
depositary or its nominee or as certificated securities in the
name of each purchaser or its nominee) and the time and place of
delivery of and payment (which shall be in immediately available
funds) for such Notes. Each Terms Agreement should also specify
any requirements for delivery of the officers' certificate
referred to in Section 7(b) hereof, the opinions referred to in
Section 7(c) hereof and the accountants' letter referred to in
Section 7(d) hereof.
(c) The documents required to be delivered by Section 6
hereof shall be delivered at the office of LeBoeuf, Lamb, Greene
&
MacRae, L.L.P., 125 West 55th Street, New York, New York
10019-4513 at 10:00 o'clock A.M., New York City time, on the date
specified in the Agency Agreement or the Terms Agreement, as the
case may be, or at such other time and date as you and the
Company may agree upon in writing, the time and date of such
delivery being herein called the "Closing Date." The Closing Date
with respect to any Agency Agreement shall be no later than eight
business days after the execution of such Agency Agreement.
4. Covenants. The Company hereby further agrees that:
(a) The Company will advise you promptly (i) when any post-
effective amendment has become effective or any supplement to or
amendment of the Prospectus has been filed which relates to or
affects the offer of the specific Notes as to which you are
acting as agent or are purchasing or have purchased as dealer
during any period of time in which you have been authorized to
solicit purchases of the Notes or in which you own Notes which
you purchased as dealer, (ii) of the issuance of any stop order
by the Commission or the suspension of the qualification of Notes
for offering or sale in any jurisdiction or the initiation or
threatening of any proceeding for any such purpose, and (iii) of
any request by the Commission for the amending or supplementing
of the Registration Statement or the Prospectus or for additional
information. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b) With respect to Notes you own which you purchased as
dealer, the Company will furnish such information, execute such
instruments and take such action as may reasonably be required to
qualify the Notes for sale under the securities laws of such
jurisdictions as you reasonably request and to continue such
qualifications in effect so long as required for the distribution
of the Notes, except that the Company shall not be required in
connection therewith to qualify as a foreign corporation or to
execute a general consent to service of process in any state.
(c) With respect to Notes as to which you are then
authorized to solicit purchasers or have purchased as dealer, the
Company will furnish you with copies of each post-effective
amendment and each supplement to or amendment of the Registration
Statement or Prospectus and copies of the Prospectus then in use
in such quantities as you may from time to time reasonably
request. If at any time when the delivery of a prospectus shall
be required by law in connection with sales of any of the Notes,
either (i) any event shall have occurred as a result of which the
Registration Statement or the Prospectus then in use would not
include information reflecting any facts or events which,
individually or in the aggregate, represent a fundamental change
in the information contained in the Registration Statement or the
Prospectus then in use or would include any untrue statement of a
material fact, or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (ii)
for any other reason it shall be necessary to amend or supplement
the Prospectus then in use in order to comply with the Act, the
Company will notify you promptly to suspend solicitation of
purchases of the Notes in your capacity as agent, if at such time
you are so engaged, and to cease sales of any Notes you may then
own as dealer; and forthwith upon receipt of such notice, you
shall suspend your solicitation of purchases of the Notes or
cease sales of any Notes you may then own as dealer, as the case
may be, and shall cease using the Prospectus which has been most
recently furnished to you by the Company; if you advise the
Company that you own Notes as dealer, the Company will as
promptly as practicable prepare and file with the Commission an
amendment or supplement to the Registration Statement or the
Prospectus which will correct such statement or omission or
effect such compliance; otherwise, the Company will promptly
advise you by telephone (with confirmation in writing) in the
event that it shall decide to amend or supplement the
Registration Statement or the Prospectus and will then promptly
prepare and file with the Commission an amendment or supplement
to the Registration Statement or the Prospectus which will
correct such statement or omission or effect such compliance; and
if any such amendment or supplement, and any documents,
certificates and opinions furnished to you pursuant to Section 7
below in connection with the preparation or filing of any such
amendment or supplement, are satisfactory in all respects to you,
upon the filing of such amendment or supplement with the
Commission or the effectiveness of a post-effective amendment to
the Registration Statement, as the case may be, you will resume
your respective obligations to solicit orders to purchase Notes
hereunder and may resume sales of any Notes you may then own as
dealer.
(d) The Company will make generally available to its
security holders as soon as practicable, but in any event not
later than 15 months after the end of the fiscal quarter in which
any Notes are sold through you as agent or purchased by you as
dealer, an earnings statement (which need not be audited)
complying with Section 11(a) of the Act and covering a
twelve-month period beginning after the date of the Agency
Agreement or Terms Agreement, as the case may be, pursuant to
which such Notes were sold or purchased, respectively.
(e) So long as any of the Notes are outstanding, the Company
will furnish or cause to be furnished to you copies of (i) all
financial reports to the Company's security holders generally
(other than Associates First Capital Corporation or any other
affiliated corporation), and (ii) all reports and financial
statements filed by or on behalf of the Company with the
Commission and the New York Stock Exchange.
(f) Whether or not the transactions contemplated by this
Agreement are consummated or this Agreement is terminated, the
Company will pay all costs and expenses incident to the
performance of its obligations under this Agreement, including
all expenses incident to the authorization of the Notes and their
issue and delivery, the fees and expenses of the Company's
counsel and accountants, the reasonable fees and expenses of your
counsel, the costs and expenses incident to the preparing,
printing and filing under the Act of the Registration Statement
and each post-effective amendment (including all exhibits
thereto), any preliminary prospectus, the Prospectus Supplement
and each Prospectus, including all supplements and amendments
thereto, the cost of printing this Agreement, the cost of
distributing each Prospectus used by the Company and of
furnishing to you copies of the Registration Statement and each
Prospectus used by the Company, the cost of any filings with the
National Association of Securities Dealers, Inc., any fees
required to be paid to any rating agencies, any advertising
expenses approved by the Company, and the cost of qualifying the
Notes purchased or held by you as dealer under state securities
or "blue sky" laws as provided in Section 4(b) hereof. If any
sale of the Notes by the Company provided for in any Terms
Agreement is not consummated by reason of any failure, refusal or
inability on the part of the Company to perform any agreement on
its part to be performed, or because any other condition of any
dealer's or dealers' obligations thereunder required to be
fulfilled by the Company is not fulfilled, the Company will
reimburse such dealer or dealers for all reasonable out-of-pocket
disbursements (including fees and disbursements of counsel)
incurred by such dealer or dealers in connection with their
preparing to market and marketing the Notes or in contemplation
of performing their obligations thereunder. The Company shall not
in any event be liable to any dealer for loss of anticipated
profits from the transactions covered by such Terms Agreement.
Except as provided in this Section 4(f), you will pay all your
own costs and expenses.
5. Indemnification. (a) The Company will indemnify and hold
you harmless from and against any losses, claims, damages or
liabilities, joint or several, to which you may become subject,
under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of, or are based upon, any untrue statement or alleged untrue
statement of a material fact contained in any preliminary
prospectus or in the Registration Statement as it from time to
time may be supplemented or amended or in any Prospectus from
time to time in use, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse you, as incurred, for
any legal or other expenses reasonably incurred by you in
investigating, defending or preparing to defend any such action
or claim; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim,
damage or liability arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged
omission made in any preliminary prospectus or in the
Registration Statement as it from time to time may be
supplemented or amended or in any Prospectus from time to time in
use in reliance upon and in conformity with written information
furnished to the Company by or on behalf of you for inclusion
therein; and provided further, that the Company shall not be
liable to you or any person controlling you under the indemnity
agreement in this subparagraph (a) with respect to any prospectus
relating to the Notes to the extent that any such loss, claim,
damage or liability imposed on or suffered by you or such
controlling person results solely from the fact that you sold
Notes to a person to whom there was not sent or given, at or
prior to the earlier of either the mailing or delivery of the
written confirmation of such sale or the delivery of such Notes
to such person, a copy of the Prospectus then in use (excluding
documents incorporated by reference) if the Company has, at a
reasonable time prior to the earlier of the mailing or delivery
of such written confirmation or the delivery of such Notes to
such person, furnished copies thereof to you pursuant to the
terms of this Agreement.
(b) You will indemnify and hold harmless the Company from
and against any losses, claims, damages or liabilities, joint or
several, to which the Company may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or
liabilities arise out of, or are based upon any untrue statement
or alleged untrue statement of a material fact contained in any
preliminary prospectus or in the Registration Statement as it
from time to time may be supplemented or amended or in any
Prospectus from time to time in use, or arise out of, or are
based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent such
statement or omission was made in reliance upon information
furnished in writing to the Company by or on behalf of you
expressly for inclusion therein; and you will reimburse the
Company for any legal or other expenses reasonably incurred by
the Company in investigating, defending or preparing to defend
any such action or claim.
(c) Promptly after receipt by an indemnified party under
subparagraph (a) or (b) above of notice of the commencement of
any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such
subparagraph, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such
subparagraph. In case any such action shall be brought against
any indemnified party, and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it shall
wish, jointly with any other indemnifying party, similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party under such subparagraph for
any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ counsel to
represent such indemnified party if, in the reasonable judgment
of such indemnified party, by reason of an actual or potential
conflict of interest, it is advisable for such indemnified party
to be represented by separate counsel, in which event the fees
and expenses of such separate counsel shall be borne by the
indemnifying party and be reimbursed as they are incurred.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above, (i) in
such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and you on the
other from the offering of the Notes, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and you on the
other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and you on the
other shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Notes (before deducting
expenses) received by the Company bear to the total compensation
or profit (before deducting expenses) received or realized by you
from the offering, distribution, purchase and resale, or
underwriting, of the Notes. The relative fault shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or you and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The
Company and you agree that it would not be just and equitable if
contributions pursuant to this subsection (d) were to be
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the first sentence of this
subsection (d). The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to
in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
any action or claim (which shall be limited as provided in
subsection (c) above if the indemnifying party has assumed the
defense of any such action in accordance with the provisions
thereof) which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), you shall
not be required to contribute any amount in excess of the amount
by which the total price at which the Notes offered through or
underwritten by you and distributed to the public were offered to
the public exceeds the amount of any damages which you have
otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. Promptly after receipt by an indemnified party
under this subsection (d) of notice of the commencement of any
action against such party in respect of which a claim for
contribution may be made against an indemnifying party under this
subsection (d), such indemnified party shall notify the
indemnifying party in writing of the commencement thereof if the
notice specified in subsection (c) above has not been given with
respect to such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under this
subsection (d).
(e) The obligations of the Company under this Section 5
shall be in addition to any liability which the Company may
otherwise have to you and shall extend, upon the same terms and
conditions, to each person, if any, who controls you within the
meaning of the Act or the Exchange Act; and your obligations
under this Section 5 shall be in addition to any liability which
you may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company (including any person
who, with his consent, is named in the Registration Statement as
about to become a director of the Company), to each officer of
the Company who has signed the Registration Statement and to each
person, if any, who controls the Company within the meaning of
the Act or the Exchange Act.
6. Conditions to Your Obligations. Your obligation to
proceed hereunder shall be subject to the accuracy of and
compliance with the representations and warranties of the Company
herein contained on and as of the date of the Agency Agreement or
Terms Agreement and the Closing Date, to the accuracy of the
statements made by the Company's officers in any certificate
given pursuant to the provisions of such Agency Agreement or
Terms Agreement, to the performance by the Company of its
obligations thereunder, and to the following additional terms and
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued, and no proceedings
for that purpose shall have been initiated or, to the knowledge
of the Company, threatened, by the Commission, and any request
for additional information on the part of the Commission (to be
included in the Registration Statement or the Prospectus or
otherwise) shall have been complied with or otherwise satisfied.
(b) You shall not have advised the Company that the
Registration Statement or the Prospectus contains an untrue
statement of a fact which, in your opinion, is material, or omits
to state a fact which, in your opinion, is material and is
required to be stated therein, or is necessary to make the
statements therein not misleading.
(c) Except as contemplated in the Prospectus, subsequent to
the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have
been, on a consolidated basis, any change in the capital stock,
short-term debt or long-term debt of the Company and its
subsidiaries, or any adverse change, or any development involving
a prospective adverse change, in the condition (financial or
other), net worth or results of operations of the Company and its
subsidiaries, taken as a whole, which, in your judgment, makes it
impractical or inadvisable to offer or deliver the Notes on the
terms and in the manner contemplated in the Prospectus.
(d) On the Closing Date, you shall have received the opinion
of counsel to the Company, dated the Closing Date, to the effect
that:
(i) The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the State
of Delaware; the Company's subsidiaries have been duly
incorporated and are existing corporations in good standing under
the laws of their respective jurisdictions of incorporation; each
of the Company and its subsidiaries has full power and authority
(corporate and other) to conduct its business as described in the
Registration Statement; and each of the Company and its
subsidiaries is duly qualified to do business and is in good
standing in each jurisdiction in which it owns or leases any
material properties, or in which the conduct of its business
requires such qualification;
(ii) Each of the Indentures has been duly authorized,
executed, delivered and qualified under the Trust Indenture Act;
the Notes have been duly authorized; each of the Indentures
constitutes, and the Notes, when duly executed, authenticated,
issued and delivered as contemplated hereby and by the respective
Indentures, will constitute, valid and legally binding
obligations of the Company in accordance with their terms and the
terms of the respective Indentures, subject to the General
Qualifications as defined in the Legal Opinion Accord of the
American Bar Association Section of Business Law (1991);
(iii) All of the outstanding shares of capital stock of each
of the Company's subsidiaries have been duly authorized and
validly issued, are fully paid and non-assessable and, with
respect to any such subsidiary organized under the laws of Canada
or the United States, or any of their respective jurisdictions,
are owned beneficially by the Company, in all such cases subject
to no mortgage, pledge, lien, encumbrance, charge or adverse
claim;
(iv) The Registration Statement has become effective under
the Act and to the best knowledge of such counsel no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been
instituted or, to the knowledge of such counsel, threatened, by
the Commission;
(v) The Registration Statement and the Prospectus, and any
amendment or supplement thereto, comply as to form in all
material respects with the requirements of the Act, the Exchange
Act, the Trust Indenture Act and the Rules and Regulations
(except that such counsel need express no opinion as to the
financial statements and other financial data included therein);
and such counsel has no reason to believe that either the
Registration Statement or the Prospectus or any amendment or
supplement thereto (except as aforesaid) contains any untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; the statements made in the Prospectus
under the headings "Description of Notes" and "Description of
Debt Securities", insofar as they purport to summarize provisions
of documents specifically referred to therein, fairly present the
information called for with respect thereto by the registration
statement form;
(vi) The descriptions in the Registration Statement and
Prospectus of statutes, legal and governmental proceedings,
contracts and other documents are accurate and fairly present the
information required to be shown with respect thereto; and such
counsel does not know of any statutes or legal or governmental
proceedings required to be described in the Prospectus which are
not described as required, or of any contracts or documents of a
character required to be described in the Registration Statement
or Prospectus or to be filed as exhibits to the Registration
Statement which are not described and filed as required; and
(vii) This Agreement has been duly authorized, executed and
delivered by the Company; the performance of this Agreement and
the consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute
regulating the business or operations of the Company or any of
its subsidiaries, any indenture, mortgage, deed of trust, note
agreement or other agreement or instrument known to such counsel
to which the Company or any of its subsidiaries is a party or by
which it is bound or to which any of the property of the Company
or any of its subsidiaries is subject, the Company's charter or
by-laws, or any order, rule or regulation regulating the business
or operation of the Company or any of its subsidiaries known to
such counsel of any court or governmental agency or body having
jurisdiction over the Company or any of its properties; and no
consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of
the transactions contemplated by this Agreement in connection
with the issuance or sale of the Notes by the Company hereunder,
except such as have been obtained under the Act and the Trust
Indenture Act and such as may be required under state securities
laws in connection with the sale of the Notes.
(e) You shall have received from your counsel, LeBoeuf,
Lamb, Greene & McRae, L.L.P., such opinion or opinions dated the
Closing Date with respect to the issuance and sale of the Notes,
the Registration Statement, the Prospectus and other related
matters as you may reasonably require, and the Company shall have
furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such
matters.
(f) On the Closing Date, you shall have received a letter
from the Company's independent certified accountants, dated the
Closing Date, to the effect set forth in Exhibit 2 hereto.
(g) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus, there shall not have been any material change or
decrease specified in the letter referred to in paragraph (f)
above which in the judgment of any agent or dealer makes it
impractical or inadvisable to proceed hereunder.
(h) On the Closing Date, you shall have received from the
Company a certificate, signed by the Chairman of the Board, a
Vice Chairman, the President or a Vice President and by the
principal financial or accounting officer, dated the Closing
Date, to the effect that, to the best of their knowledge based on
reasonable investigation:
(i) The representations and warranties of the Company in
this Agreement are true and correct, as if made at and as of the
Closing Date, and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for
that purpose have been instituted or are pending or threatened,
under the Act; and
(iii) The Registration Statement and the Prospectus, and any
amendments or supplements thereto, contain all statements and
information required to be included therein, and neither the
Registration Statement nor the Prospectus, nor any amendment or
supplement thereto, includes any untrue statement of a material
fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading, and, since the effective date of the Registration
Statement, there has occurred no event required to be set forth
in an amended or supplemented prospectus which has not been so
set forth.
(i) The Company shall have furnished to you such further
certificates and documents as you shall have reasonably
requested.
The obligations of you as dealer to purchase Notes pursuant
to any Terms Agreement will be subject to the following further
conditions: (a) the rating assigned by any nationally recognized
securities rating agency to any debt securities of the Company as
of the date of the applicable Terms Agreement shall not have been
lowered since that date and (b) there shall not have come to your
attention any facts that would cause you to believe that the
Prospectus, at the time it was required to be delivered to a
purchaser of the Notes, contained an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in light of the
circumstances existing at such time, not misleading.
If any of the conditions specified in this Section 6 shall
not have been fulfilled when and as required by this Agreement,
or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
satisfactory in form and substance to you and your counsel, this
Agreement and all of your obligations hereunder may be cancelled
by you at, or at any time prior to, the Closing Date. Notice of
such cancellation shall be given to the Company in writing, or by
telegraph confirmed in writing.
7. Additional Covenants. The Company hereby further agrees
that:
(a) Each acceptance by it of an offer for the purchase of
Notes and each sale of Notes to you as dealer pursuant to a Terms
Agreement shall be deemed to be an affirmation that the
representations and warranties of the Company contained in this
Agreement are true and correct at the time of such acceptance or
sale, and an undertaking that such representations and warranties
will be true and correct at the time of delivery to the purchaser
or his agent or to you, as dealer, of the Note or Notes relating
to such acceptance or sale, as though made at and as of each such
time (except that such representations and warranties shall be
deemed to relate to the Registration Statement as then in effect
and the Prospectus then in use).
(b) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Sticker or by an amendment or supplement providing solely
for a change in the identity of any agent, relating to the sale
of any Notes, specifying the commission payable to or discounts
received by such agent, or making a change in the range of
maturities or other similar changes) or if so indicated in a
Terms Agreement, the Company sells Notes to you as dealer, the
Company shall furnish or cause to be furnished forthwith to you a
certificate in form satisfactory to you in your reasonable
judgment to the effect that the statements contained in the
certificate referred to in Section 6(h) hereof which was last
furnished to you are true and correct at the time of such
amendment or supplement as though made at and as of such time
(except that such statements shall be deemed to relate to the
Registration Statement as then in effect and the Prospectus then
in use) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in said Section 6(h)
but modified to relate to the Registration Statement as then in
effect and the Prospectus then in use and signed by the Chairman
of the Board, a Vice Chairman, President, or a Vice President,
and by the principal financial or accounting officer.
(c) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Sticker or by an amendment or supplement providing solely
for a change in the identity of any agent, relating to the sale
of any Notes, specifying the commission payable to or discount
received by such agent, or making a change in the range of
maturities or other similar changes), or if so indicated in a
Terms Agreement, the Company sells Notes to you as dealer, the
Company shall furnish or cause to be furnished forthwith to you a
written opinion of counsel to the Company dated the date of
delivery of such opinion, in form satisfactory to LeBoeuf, Lamb,
Greene & MacRae, L.L.P., of the same tenor as the opinion
referred to in
Section 6(d) hereof but modified to relate to the Registration
Statement as then in effect and the Prospectus then in use or, in
lieu of such opinion, such counsel shall furnish you with a
letter to the effect that you may rely on such last opinion to
the same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last opinion
shall be deemed to relate to the Registration Statement as in
effect and the Prospectus as in use at the time of delivery of
such letter authorizing reliance).
(d) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented to set forth
financial information included in or derived from the Company's
consolidated statement of income through the end of the preceding
fiscal quarter, or, if so indicated in a Terms Agreement, the
Company sells Notes to you as dealer, the Company shall cause its
then independent auditors forthwith to furnish you a letter,
dated the date of filing of such amendment or supplement with the
Commission or the date of the closing under such Terms Agreement,
as the case may be, in form satisfactory to you, of the same
tenor as the corresponding portions of the letter referred to in
Section 6(f) hereof but modified to relate to the Registration
Statement as then in effect or the Prospectus then in use and
with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the
accounting records of the Company, to the extent such financial
statements and other information are available as of a date not
more than five business days prior to the date of such letter.
8. Termination. If this Agreement is an Agency Agreement it
may be terminated with respect to any party hereto at any time by
such party upon the giving of written notice of such termination
to the other parties hereto. You may also terminate any Terms
Agreement, immediately upon notice to the Company, at any time
(i) if there has been, since the respective dates as of which
information contained in the Registration Statement is given, any
material adverse change in the condition, financial or otherwise,
of the Company and its subsidiaries considered as a whole, or in
the earnings, affairs or business prospects of the Company and
its subsidiaries considered as a whole, whether or not arising in
the ordinary course of business, or (ii) if there has occurred
any outbreak or escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the United
States is such as to make it, in your judgment, impracticable to
market the Notes or enforce contracts for the sale of the Notes,
or (iii) if trading in any securities of the Company has been
suspended by the Commission or a national securities exchange, or
if trading generally on either the American Stock Exchange or the
New York Stock Exchange has been suspended, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices
for securities have been required, by either of said exchanges or
by order of the Commission or any other governmental authority,
or if a banking moratorium has been declared by either Federal or
New York authorities. In the event of any such termination, no
party will have any liability to any other party hereto, except
that (i) each of you shall be entitled to any commissions earned
in accordance with Section 3(a) hereof, (ii) if at the time of
termination (A) any of you shall own any of the Notes with the
intention of reselling them or (B) an offer to purchase any of
the Notes has been accepted by the Company, but the time of
delivery to the purchaser or his agent of the Note or Notes
relating thereto has not occurred, the covenants set forth in
Sections 4 and 7 hereof shall remain in effect until such Notes
are so resold or delivered, as the case may be, and (iii) the
covenant set forth in Section 4(d) hereof, the provisions of
Section 4(f) hereof, the indemnity agreement set forth in Section
5 hereof, and the provisions of Sections 9 and 12 hereof shall
remain in effect.
9. Survival of Indemnities, Representations and Warranties.
The indemnities, representations and warranties made herein shall
survive the delivery of the Notes and shall continue in full
force and effect regardless of any investigation made by the
party relying upon any such indemnity, representation or
warranty. The provisions of Sections 4(f) and 5 of these Basic
Provisions shall survive the termination of this Agreement.
10. Notices. All notices or communications hereunder,
except as herein otherwise specifically provided, shall be in
writing and if sent to you shall be mailed, delivered or
telegraphed and confirmed to you at the address set forth in this
Agreement or if sent to the Company, shall be mailed, delivered
or telegraphed and confirmed to the Company at 250 East Carpenter
Freeway, Irving, Texas 75062-2729, attention of the Chairman of
the Board. Either party to this Agreement may change such address
for notices by sending to the other party to this Agreement
written notice of a new address for such purpose.
Parties. This Agreement shall inure to the benefit of and
be binding upon you, the Company, our respective successors and
the officers and directors and controlling persons referred to in
Section 5 hereof, and no other person shall have any right or
obligation hereunder.
12. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
13. Counterparts. This Agreement may be signed in various
counterparts, each of which shall constitute an original and all
of which together shall constitute one and the same instrument.
<PAGE>
EXHIBIT 1
ASSOCIATES CORPORATION OF NORTH AMERICA
Medium Term Note Administrative Procedures For Agency Sales
Medium Term Senior Notes (the "Senior Notes") and Medium Term
Subordinated Notes (the "Subordinated Notes") of the respective
series set forth in an executed Agency Agreement (the "Senior
Notes and Subordinated Notes being collectively the "Notes") and
in the amount specified in such Agency Agreement are to be
offered on a continuing basis by Associates Corporation of North
America (the "Company"). Each Agent (an "Agent") will agree to
use its best efforts to solicit such purchases of the Notes
directly from the Company pursuant to an Agency Agreement between
the Company and such Agent (the "Agency Agreement"). Notes may
also be sold directly by the Company. The Notes have been
registered with the Securities and Exchange Commission (the
"Commission"). Citibank, N.A. ("Citibank") is the Trustee for
the Senior Notes (the "Senior Trustee") under the indenture
covering the Senior Notes (the "Senior Indenture"). The Senior
Trustee will also act as registrar and transfer agent, and will
be the paying agent (the "Senior Paying Agent") for the payment
of all interest, if any, premium, if any, and principal on the
Senior Notes.
Citibank is the trustee (the "Subordinated Trustee";
the Senior Trustee or the Subordinated Trustee, as the case may
be, being referred to herein as the "Respective Trustee") under
the indenture covering the Subordinated Notes (the "Subordinated
Indenture"). The Subordinated Trustee will also act as registrar
and transfer agent, and will be the paying agent (the
"Subordinated Paying Agent"; the Senior Paying Agent or the
Subordinated Paying Agent, as the case may be, being herein
referred to as the "Respective Paying Agent") for the payment of
all interest, if any, premium, if any, and principal on the
Subordinated Notes.
Citibank will also be the calculation agent (the
"Calculation Agent") with respect to Senior Notes and
Subordinated Notes whose interest rates are reset periodically,
unless otherwise noted in the Pricing Sticker relating to any
such Note or Notes.
Administrative procedures and specific terms of the offering
are explained below. Any administrative responsibilities,
document control and record-keeping functions to be performed by
the Company will be performed by its Financial Department.
Notes will bear interest at either fixed rates ("Fixed Rate
Notes") or floating rates ("Floating Rate Notes"). Each Note
will be represented by either a Global Security (as defined
hereinafter) delivered to the Respective Trustee, as agent for
the Depository Trust Company ("DTC"), and recorded in the
Book-Entry system maintained by DTC (a "Book-Entry Note") or a
certificate delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated Note"). An owner of a
Book-Entry Note will not be entitled to receive a certificate
representing such a Note.
Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, and
Certificated Notes will be issued in accordance with the administ
rative procedures set forth in Part II hereof. Unless otherwise
defined herein, terms defined in the Indentures or the Notes
shall be used herein as therein defined.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, the
Respective Trustee will perform the custodial, document control
and administrative functions described below, in accordance with
its respective obligations under a Letter of Representations from
the Company and the Respective Trustee to DTC dated as of
March 22, 1995, with respect to the Senior Notes and the date
hereof with respect to the Subordinated Notes, and a Certificate
Agreement between the Respective Trustee and DTC dated as of
October 31, 1988, and in accordance with its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement
System ("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-Entry Notes, the Company
will issue a single global security in fully registered form
without coupons (a "Global Security") representing up to
$150,000,000 principal amount of all such Notes that have the
same Stated Maturity, priority of payment (senior or
subordinated), redemption provisions, repayment provisions,
Interest Payment Dates, Interest Payment Period, Original Issue
Date, Original Issue Discount provisions, and, in the case of
Fixed Rate Notes, interest rate, or in the case of Floating Rate
Notes, Initial Interest Rate, Base Rate, Index Maturity, Interest
Reset Period, Interest Reset Dates, Spread or Spread Multiplier,
minimum interest rate (if any), and maximum interest rate (if
any) (collectively "Terms"). Each Global Security will be dated
and issued as of the date of its authentication by the Trustee.
Each Global Security will bear an "Interest Accrual Date", which
will be (i) with respect to an original Global Security (or any
portion thereof), its original issuance date, and (ii) with
respect to any Global Security (or any portion thereof) issued
subsequently upon exchange of a Global Security or in lieu of a
destroyed, lost or stolen Global Security, the most recent
Interest Payment Date to which interest has been paid or duly
provided for on the predecessor Global Security or Securities (or
if no such payment or provision has been made, the original
issuance date of the predecessor Global Security), regardless of
the date of authentication of such subsequently issued Global
Security. Notes may only be denominated and payable in U.S.
dollars. No Global Security will represent any Certificated
Note.
Identification Numbers: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of one series of CUSIP
numbers (including tranche numbers) for each of the Senior Notes
and the Subordinated Notes, which series in each case consists of
approximately 900 CUSIP numbers and relates to Global Securities
representing the Book-Entry Notes. The Company has obtained from
the CUSIP Service Bureau a written list of each such series of
reserved CUSIP numbers and has delivered to each of the
Respective Trustees its respective written list, and to DTC both
such written lists, of 900 CUSIP numbers. The Company will
assign CUSIP numbers to Global Securities as described below
under Settlement Procedure "B". DTC will notify the CUSIP
Service Bureau periodically of the CUSIP numbers that the Company
has assigned to Global Securities. At any time when fewer than
100 of the reserved CUSIP numbers of either series remain
unassigned to Global Securities, and if it deems necessary, the
Company will reserve additional CUSIP numbers for assignment to
Global Securities representing Book-Entry Notes. Upon obtaining
such additional CUSIP numbers, the Company shall deliver a list
of such additional CUSIP numbers to the Respective Trustee and
DTC.
Registration: Each Global Security will be registered in the name
of Cede & Co., as nominee for DTC, on the Securities Register
maintained under the Senior Indenture or the Subordinated
Indenture, as the case may be. The beneficial owner of a Book-
Entry Note (or one or more indirect participants in DTC
designated by such owner) will designate one or more participants
in DTC (with respect to such Note, the "Participants") to act as
agent or agents for such owner in connection with the book-entry
system maintained by DTC, and DTC will record in book-entry form,
in accordance with instructions provided by such Participants, a
credit balance with respect to such beneficial owner in such Note
in the account of such Participants. The ownership interest of
such beneficial owner in such Note will be recorded through the
records of such Participants or through the separate records of
such Participants and one or more indirect participants in DTC.
Transfers:Transfers of a Book-Entry Note will be accomplished by
book entries made by DTC and, in turn, by Participants (and in
certain cases, one or more indirect participants in DTC) acting
on behalf of beneficial transferors and transferees of such Note.
Exchanges: The Respective Trustee may deliver to DTC, the CUSIP
Service Bureau and to Interactive Data Corporation at any time a
written notice of consolidation specifying (i) the CUSIP numbers
of two or more Outstanding Global Securities that represent
Book-Entry Notes having the same Terms and for which interest has
been paid to the same date, (ii) a date, occurring at least
thirty days after such written notice is delivered and at least
thirty days before the next Interest Payment Date for such
Book-Entry Notes, on which such Global Securities shall be
exchanged for a single replacement Global Security and (iii) a
new CUSIP number, obtained from the Company, to be assigned to
such replacement Global Security. Upon receipt of such a notice,
DTC will send to its Participants (including the Respective
Trustee) a written reorganization notice to the effect that such
exchange will occur on such date. Prior to the specified
exchange date, the Respective Trustee will deliver to the CUSIP
Service Bureau a written notice setting forth such exchange date
and the new CUSIP number and stating that, as of such exchange
date, the CUSIP numbers of the Global Securities to be exchanged
will no longer be valid. On the specified exchange date, the
Respective Trustee will exchange such Global Securities for a
single Global Security bearing the new CUSIP number and a new
Interest Accrual Date, and the CUSIP numbers of the exchanged
Global Securities will, in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately reassigned.
Notwithstanding the foregoing, if the Global Securities to be
exchanged exceed $200,000,000 in aggregate principal amount, one
Global Security will be authenticated and issued to represent
each $200,000,000 of principal amount of the exchanged Global
Security and an additional Global Security will be authenticated
and issued to represent any remaining principal amount of such
Global Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date from more
than nine months to twenty years after the settlement date for
such Note.
Denominations: Book-Entry Notes will be issued in principal
amounts of $100,000 or any amount in excess thereof that is an
integral multiple of $1,000. Global Securities will be
denominated in principal amounts not in excess of $200,000,000.
If one or more Book-Entry Notes having an aggregate principal
amount in excess of $200,000,000 would, but not for the preceding
sentence, be represented by a single Global Security, then one
Global Security will be issued to represent each $200,000,000
principal amount of such Book-Entry Note or Notes and an
additional Global Security will be issued to represent any
remaining principal amount of such Book-Entry Note or Notes. In
such a case, each of the Global Securities representing such
Book-Entry Note or Notes shall be assigned the same CUSIP number.
Interest: General. Interest on each Book-Entry Note will accrue
from the Interest Accrual Date of the Global Security
representing such Note. Each payment of interest on a Book-Entry
Note will include interest accrued to but excluding the Interest
Payment Date (provided that in the case of Floating Rate Notes
which reset weekly, interest payments will include interest
accrued through the day 15 calendar days preceding the Interest
Payment Date) or Maturity (other than a Maturity of a Fixed Rate
Book-Entry Note occurring on the thirty-first day of a month, in
which case such payment will include interest accruing to but
excluding only the thirtieth day of such month). Interest
payable at the Maturity of a Book-Entry Note will be payable to
the Person to whom the principal of such Note is payable.
Standard & Poor's Corporation will use the information received
in the pending deposit message described under Settlement
Procedure "C" below in order to include the amount of any
interest payable and certain other information regarding the
related Global Security in the appropriate weekly bond report
published by Standard & Poor's Corporation.
Regular Record Dates. The Regular Record Date with respect to
any Interest Payment Date shall be the date fifteen calendar days
immediately preceding such Interest Payment Date.
Fixed Rate Book-Entry Notes. Unless otherwise specified pursuant
to Settlement Procedure "A" below, interest payments on Fixed
Rate Book-Entry Notes will be made semi-annually on May 1 and
November 1 of each year and at Maturity; provided, however, that
in the case of a Fixed Rate Book-Entry Note issued between a
Regular Record Date and an Interest Payment Date or on an
Interest Payment Date, the first interest payment will be made on
the Interest Payment Date following the next succeeding Regular
Record Date.
Floating Rate Book-Entry Notes. Except as provided hereinbelow,
interest payments will be made on Floating Rate Book-Entry Notes
monthly, quarterly, semi-annually or annually. Unless otherwise
agreed upon, interest will be payable, in the case of Floating
Rate Book-Entry Notes with a daily, weekly or monthly Interest
Reset Date (as defined below), on the third Wednesday of each
month or the third Wednesday of March, June, September and
December, as specified in the applicable Pricing Sticker; with a
quarterly Interest Reset Date, on the third Wednesday of March,
June, September and December of each year; with a semi-annual
Interest Reset Date, on the third Wednesday of the two months
specified pursuant to Settlement Procedure "A" below; and with an
annual Interest Reset Date, on the third Wednesday of the month
specified pursuant to Settlement Procedure "A" below; provided,
however, that if an Interest Payment Date for Floating Rate
Book-Entry Notes would otherwise be a day that is not a Business
Day with respect to such Floating Rate Book-Entry Notes, such
Interest Payment Date will be the next succeeding Business Day
with respect to such Floating Rate Book-Entry Notes, except in
the case of a LIBOR Note if such Business Day is in the next
succeeding calendar month, in which event such Interest Payment
Date will be the immediately preceding Business Day; and
provided, however, that in the case of a Floating Rate Book-Entry
Note issued between a Regular Record Date and an Interest Payment
Date or on an Interest Payment Date, the first interest payment
will be made on the Interest Payment Date following the next
succeeding Regular Record Date.
Interest payments for Floating Rate Notes (except in the case of
Floating Rate Notes which reset daily or weekly) will include
accrued interest from the date of issue or from the last date in
respect of which interest has been paid, as the case may be, to,
but excluding, the Interest Payment Date. In the case of
Floating Rate Notes which reset daily or weekly, interest
payments will include accrued interest from the date of issue or
from but excluding the last date in respect of which interest has
been paid, as the case may be, to, and including, the date which
is 15 calendar days immediately preceding such Interest Payment
Date, except that at maturity or earlier redemption, the interest
payable will include interest accrued to, but excluding, the
maturity date or earlier redemption date. The interest rate in
effect on each day will be (a) if such day is an Interest Reset
Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to such Interest
Reset Date, or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date, subject in
either case to any maximum or minimum interest rate limitation
referred to below and to any adjustment by a Spread or a Spread
Multiplier referred to below; provided, however, that (i) the
interest rate in effect for the period from the date of issue to
the first Interest Reset Date with respect to a Floating Rate
Note will be the Initial Interest Rate specified in the
applicable Pricing Sticker; and (ii) the interest rate in effect
for the ten calendar days immediately prior to maturity will be
that in effect on the tenth calendar day preceding such maturity.
The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually or annually
(each an "Interest Reset Date"), as specified in the applicable
Pricing Sticker. The Interest Reset Date will be, in the case of
Floating Rate Notes which reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes)
which reset weekly, Wednesday of each week; in the case of
Treasury Rate Notes which reset weekly, Tuesday of each week; in
the case of Floating Rate Notes which reset monthly, the third
Wednesday of each month; in the case of Floating Rate Notes which
reset quarterly, the third Wednesday of March, June, September
and December; in the case of Floating Rate Notes which reset
semi-annually, the third Wednesday of the two months specified in
the applicable Pricing Sticker; and in the case of Floating Rate
Notes which reset annually, the third Wednesday of the month
specified in the applicable Pricing Sticker. If any Interest
Reset Date for any Floating Rate Note would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, except, in the
case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
The "Interest Determination Date" pertaining to an Interest Reset
Date for CD Rate Notes, Commercial Paper Rate Notes and Federal
Funds Rate Notes will be the Monday next preceding such Interest
Reset Date, unless such Monday is not a Business Day, in which
case the Interest Determination Date will be the first Business
Day next preceding such Monday. The Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR Note will be the
second London Business Day preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are normally sold at
auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an
action is so held on the preceding Friday, such Friday will be
the Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week.
Calculation of Interest: Fixed Rate Book-Entry Notes. Interest
on Fixed Rate Book-Entry Notes (including interest for partial
periods) will be calculated on the basis of a year of twelve
thirty-day months.
Floating Rate Book-Entry Notes. Interest rates on Floating Rate
Book-Entry Notes will be determined as set forth in the form of
Notes. Interest on Floating Rate Book-Entry Notes will be
calculated on the basis of actual days elapsed and a year of 360
days except that in the case of Treasury Rate Notes, interest
will be calculated on the basis of the actual number of days in
the year. The "Calculation Date", where applicable, pertaining
to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if
any such tenth day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity Date (or date of redemption or
repayment), as the case may be.
Calculation Agent: Promptly after each Calculation Date for
Floating Rate Notes, the Calculation Agent will notify the
Respective Trustee and Standard & Poor's Corporation of the
interest rates determined on such Calculation Date. No Trustee
shall be responsible for any such calculation in its capacity as
Trustee.
Payments of Principal and Interest: Payment of Interest Only.
Promptly after each Regular Record Date each Respective Trustee
will deliver to the Company and DTC a written notice specifying
by CUSIP number the amount of interest to be paid on each Global
Security on the following Interest Payment Date (other than an
Interest Payment Date coinciding with Maturity) and the total of
such amounts. DTC will confirm the amount payable on each Global
Security on such Interest Payment Date by reference to the weekly
bond reports published by Standard & Poor's Corporation. The
Company will pay to the Respective Paying Agent the total amount
of interest due on such Interest Payment Date(other than at
Maturity), and the Respective Paying Agent will pay such amount
to DTC at the times and in the manner set forth below under
"Manner of Payment". If any Interest Payment Date for a Fixed
Rate Book-Entry Note is not a Business Day, the payment due on
such day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and
after such Interest Payment Date.
Payments at Maturity. On or about the first Business Day of each
month, the Respective Trustee will deliver to the Company and DTC
a written list of principal and interest to be paid on each
Global Security maturing either at Stated Maturity or on a
Redemption Date in the following month. The Company and DTC will
confirm the amounts of such principal and interest payments with
respect to each such Global Security on or about the fifth
Business Day preceding the Maturity of such Global Security. In
the case of an Indexed Note, the Calculation Agent will notify
the Paying Agent and the Company of the dollar amount of interest
to be paid per $1,000 principal amount of Notes and the dollar
amount of principal to be paid per $1,000 principal amount of
such Notes, by 12:00 noon on the second Business Day prior to the
Maturity Date of any such Indexed Note, and the Paying Agent will
so notify DTC by the close of business on such day. The Company
will pay to the Respective Paying Agent the principal amount of
such Global Security, together with interest due at such
Maturity. The Respective Paying Agent will pay such amounts to
DTC at the times and in the manner set forth below under "Manner
of Payment". If any Maturity of a Global Security representing
Fixed Rate Book-Entry Notes is not a Business Day, the payment
due on such day shall be made on the next succeeding Business Day
and no interest shall accrue on such payment for the period from
and after such Maturity. Promptly after payment to DTC of the
principal and interest due at the Maturity of such Global
Security, the Respective Trustee will cancel such Global Security
in accordance with the terms of the Indenture and deliver it to
the Company with a certificate of cancellation.
Manner of Payment. The total amount of any principal and
interest due on Global Securities on any Interest Payment Date
or at Maturity shall be paid by the Company to the Respective
Paying Agent in funds available for immediate use by the
Respective Paying Agent as of 9:30 A.M. (New York City time) on
such date. The Company will make such payment on such Global
Securities by instructing the Respective Paying Agent to withdraw
funds from an account maintained by the Company at the Respective
Paying Agent. The Company will confirm such instructions in
writing to the Respective Paying Agent. Prior to 10:00 A.M. (New
York City time) on each Maturity Date or as soon as possible
thereafter, the Respective Paying Agent will pay by separate wire
transfer (using Fedwire message entry instructions in a form
previously specified by DTC) to an account at the Federal Reserve
Bank of New York previously specified by DTC, in funds available
for immediate use by DTC, each payment of interest or principal
(together with interest thereon) due on Global Securities on any
Maturity Date. On each Interest Payment Date, interest payment
shall be made to DTC in same day funds in accordance with
existing arrangements between the Respective Paying Agent and
DTC. Thereafter on each such date, DTC will pay, in accordance
with its SDFS operating procedures then in effect, such amounts
in funds available for immediate use to the respective
Participants in whose names the Book-Entry Notes represented by
such Global Securities are recorded in the book-entry system
maintained by DTC. Neither the Company, the Respective Trustee,
the Respective Paying Agent nor the Securities Registrar shall
have any direct responsibility or liability for the payment by
DTC to such Participants of the principal, premium, if any, or
interest, if any, on the Book-Entry Notes.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Book-Entry Note will be determined and withheld by the
Participant, indirect participant in DTC or other Person
responsible for forwarding payments and materials directly to the
beneficial owner of such Note.
Procedure for Rate Setting and Posting: The Company and the
Agent will discuss Rate Setting and from time to time the
aggregate principal amount of, the issuance price of, and the
interest rates to be borne by, Book-Entry Notes that may be sold
as a result of the solicitation of orders by the Agent. If the
Company decides to set prices of, and rates borne by, any
Book-Entry Notes in respect of which the Agent is to solicit
orders (the setting of such prices and rates to be referred to
herein as "posting") or if the Company decides to change prices
or rates previously posted by it, it will promptly advise the
Agent and the Agent will forthwith suspend solicitation of
offers. The Agent will telephone the Company with
recommendations as to the rates to be posted. At such time as
the Company has advised the Agent of the rates to be posted, the
Agent may resume solicitations of offers. Until such time only
"indications of interest" may be recorded.
Acceptance and Rejection of Offers: The Company has the sole
right to accept offers to purchase Book-Entry Notes and may
reject any such offer in whole or in part. Unless otherwise
instructed by the Company, the Agent will advise the Company
promptly by telephone of all offers to purchase Book-Entry Notes
received by such Agent, other than those rejected by such Agent.
The Agent shall have the right to reject any order in whole or in
part.
Preparation of Pricing Sticker: If any order to purchase a
Book-Entry Note is accepted by or on behalf of the Company, the
Company will prepare a pricing supplement (a "Pricing Sticker")
reflecting the terms of such Note and will arrange to file it
with the Commission in accordance with the applicable paragraph
of Rule 424(b) under the Act and will promptly deliver to the
Agent five copies thereof. The Agent will cause a Pricing
Sticker to be delivered to the purchaser of the Note. In each
instance that a Pricing Sticker is prepared, the Agent will affix
the Pricing Sticker to Prospectuses prior to their use. Outdated
Pricing Stickers, and the Prospectuses to which they are attached
(other than those retained for files), will be destroyed.
Settlement: The receipt by the Company of immediately available
funds in payment for a Book-Entry Note and the authentication and
issuance of the Global Security representing such Note shall
constitute "settlement" with respect to such Note. All orders
accepted by the Company will be settled on the fifth Business Day
after acceptance pursuant to the timetable for settlement set
forth below unless the Company and the purchaser agree to
settlement on another day, which shall be no earlier than the
next Business Day.
Settlement Procedures: Settlement Procedures with regard to each
Book-Entry Note sold by the Company through the Agent shall be as
follows:
A. The Agent will advise the Company by telephone of the
following settlement information:
1. Principal amount.
2. Stated Maturity.
3. In the case of a Fixed Rate Book-Entry Note, the
interest rate, or in the case of a Floating Rate
Book-Entry Note, the Initial Interest Rate (if
known at such time), Base Rate, Index Maturity,
Interest Reset Period, Interest Reset Dates,
Spread or Spread Multiplier (if any), minimum
interest rate (if any) and maximum interest rate
(if any).
4. Interest Payment Period and Interest Payment Dates.
5. Redemption provisions, if any.
6. Repayment provisions, if any.
7. Settlement date.
8. Price.
9. Agent's commission, determined as provided in
Section 3 of the Agency Agreement between the
Company and the Agent.
10. Whether the Note is an Original Issue Discount
Note, and if it is an Original Issue Discount
Note, the total amount of OID, the yield to
maturity and the initial accrual period OID.
11. Whether the Note is a Senior Note or a
Subordinated Note.
B. The Company will assign a CUSIP number to the Global
Security representing such Note and then advise the
Respective Trustee by telephone or electronic
transmission (confirmed in writing at any time on the
same date) of the information set forth in Settlement
Procedure "A" above, such CUSIP number and
the name of the Agent. The Company will also notify
the Agent of such CUSIP number by telephone as soon as
practicable. Each such communication by the Company
shall constitute a representation and warranty by the
Company to the Respective Trustee and the Agent that
(i) such Note is then, and at the time of issuance and
sale thereof will be, duly authorized for issuance and
sale by the Company, (ii) such Note, and the Global
Security representing such Note, will conform with the
terms of the Indenture pursuant to which such Note and
Global Security are issued and (iii) upon authentication and
delivery of such Global Security, the aggregate initial
offering price of all Notes pursuant to the current offering
issued under the Senior Indenture and the Subordinated
Indenture will not exceed $1,500,000,000 (except for
Securities represented by, authenticated and delivered in
exchange for or in lieu of Securities pursuant to the Senior
Indenture or the Subordinated Indenture, as the case
may be).
C. The Respective Trustee will enter a pending deposit
message through DTC's Participant Terminal System,
providing the following settlement information to DTC,
such Agent, Standard & Poor's Corporation and
Interactive Data Corporation:
1. The information set forth in Settlement Procedure
"A".
2. The Initial Interest Payment Date for such Note,
the number of days by which such date succeeds the
related Record Date (which, in the case of
Floating Rate Notes which reset weekly, shall be
the date five calendar days immediately preceding
the applicable Interest Payment Date and, in the
case of all other Notes, shall be the Regular
Record Date as defined in the Note) and the amount
of interest payable on such Interest Payment Date.
3. The Interest Payment Period.
4. The CUSIP number of the Global Security
representing such Note.
5. Whether such Global Security will represent any
other Book-Entry Note (to the extent known at such
time).
6. Whether such Note is a Fixed Rate or Floating Rate
Note.
7. Numbers of the Participant accounts maintained by
DTC on behalf of the Agents and the Respective
Trustee.
D. The Company will deliver to the Respective Trustee the
Global Security representing such Note.
E. The Respective Trustee will complete such Note and
authenticate the Global Security representing such
Note.
F. DTC will credit such Note to the Respective Trustee's
participant account at DTC.
G. The Respective Trustee will enter an SDFS deliver order
through DTC's Participant Terminal System instructing
DTC to
(i) debit such Note to the Respective Trustee's
participant account and credit such Note to the Agent's
participant account and (ii) debit the Agent's
settlement account and credit the Respective Trustee's
settlement account for an amount equal to the price of
such Note less the Agent's commission. The entry of
such a deliver order shall constitute a representation
and warranty by the Respective Trustee to DTC that
(a) the Global Security representing such Book-Entry
Note has been issued and authenticated and
(b) the Respective Trustee is holding such Global
Security pursuant to the Certificate Agreement between
the Respective Trustee and DTC.
H. The Agent will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC (i)
to debit such Note to the Agent's participant account
and credit such Note to the participant accounts of the
Participants with respect to such Note and (ii) to
debit the settlement accounts of such Participants and
credit the settlement account of the Agent for an
amount equal to the price of such Note.
I. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "G" and "H"
will be settled in accordance with SDFS operating
procedures in effect on the settlement date.
J. The Respective Trustee will credit to the account of
the Company maintained at the Respective Trustee, in
funds available for immediate use, the amount
transferred to the Respective Trustee in accordance
with Settlement Procedure "G".
K. The Agent will confirm the purchase of such Note to the
purchaser either by transmitting to the Participants
with respect to such Note a confirmation order or
orders through DTC's institutional delivery system or
by mailing a written confirmation to such purchaser.
L. Monthly, the Respective Trustee will send to the
Company a statement setting forth the principal amount
of Notes Outstanding as of that date under the Senior
Indenture or the Subordinated Indenture, as the case
may be.
Settlement Procedures Timetable: For orders of Book-Entry Notes
solicited by the Agent, as agent, and accepted by the Company for
settlement on the first Business Day after the sale date,
Settlement Procedures "A" through "K" set forth above shall be
completed as soon as possible but not later than the respective
times (New York City time) set forth below:
Settlement Procedure Time
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on day before settlement date
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one Business Day after the
sale date, Settlement Procedures "A", "B" and "C" shall be
completed as soon as practicable but no later than 11:00 A.M., 12
Noon and 2:00 P.M., as the case may be, on the first Business Day
after the sale date. If the initial interest rate for a Floating
Rate Book-Entry Note has not been determined at the time that
Settlement Procedure "A" is completed, Settlement Procedures "B"
and "C" shall be completed as soon as such rate has been
determined but no later than 12 Noon and 2:00 P.M., respectively,
on the second Business Day before the settlement date.
Settlement Procedure "I" is subject to extension in accordance
with any extension of Fedwire closing deadlines and in the other
events specified in the SDFS operating procedures in effect on
the settlement date. If settlement of a Book-Entry Note is
rescheduled or cancelled, the Respective Trustee will deliver to
DTC, through DTC's Participation Terminal System, a cancellation
message to such effect by no later than 2:00 P.M. on the Business
Day immediately preceding the scheduled settlement date.
Failure to Settle: If the Respective Trustee fails to enter an
SDFS deliver order with respect to a Book-Entry Note pursuant to
Settlement Procedure "G", the Respective Trustee may deliver to
DTC, through DTC's Participant Terminal System, as soon as
practicable a withdrawal message instructing DTC to debit such
Note to the Respective Trustee's participant account, provided
that the Respective Trustee's participant account contains a
principal amount of the Global Security representing such Note
that is at least equal to the principal amount to be debited. If
a withdrawal message is processed with respect to all the
Book-Entry Notes represented by a Global Security, the Respective
Trustee will mark such Global Security "cancelled", make
appropriate entries in the Respective Trustee's records and send
such cancelled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be cancelled and not immediately
reassigned. If a withdrawal message is processed with respect to
one or more, but not all, of the Book-Entry Notes represented by
a Global Security, the Respective Trustee will exchange such
Global Security for two Global Securities, one of which shall
represent such Book-Entry Note or Notes and shall be cancelled
immediately after issuance and the other of which shall represent
the remaining Book-Entry Notes previously represented by the
surrendered Global Security and shall bear the CUSIP number of
the surrendered Global Security.
If the purchase price for any Book-Entry Note is not timely paid
to the Participants with respect to such Note by the beneficial
purchaser thereof (or a Person, including an indirect participant
in DTC, acting on behalf of such purchaser), such Participants
and, in turn, the Agent may enter SDFS deliver orders through
DTC's Participant Terminal System reversing the orders entered
pursuant to Settlement Procedures "H" and "G", respectively.
Thereafter, the Respective Trustee will deliver the withdrawal
message and take the related actions described in the preceding
paragraph.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating procedures then in effect. In
the event of a failure to settle with respect to one or more, but
not all, of the Book-Entry Notes to have been represented by a
Global Security, the Respective Trustee will provide, in
accordance with Settlement Procedures "D" and "E", for the
authentication and issuance of a Global Security representing the
other Book-Entry Notes to have been represented by such Global
Security and will make appropriate entries in its records.
Suspension of Solicitation; Amendment or Supplement: Subject to
the Company's representations, warranties and covenants contained
in the Agency Agreement, the Company may instruct the Agent to
suspend solicitation of purchases of Book-Entry Notes at any
time. Upon receipt of such instructions, each Agent will
forthwith suspend such solicitations until such time as it has
been advised by the Company that such solicitations may be
resumed. If the Company decides to amend or supplement the
registration statement filed by the Company with the Securities
and Exchange Commission with respect to the Notes or the
prospectus and prospectus supplement relating to the Notes, it
will promptly advise the Agent and will furnish it with the
proposed amendment or supplement, all consistent with the
Company's obligations under the Agency Agreement. The Company
will, consistent with such obligations, promptly advise the Agent
and the Respective Trustee whether orders outstanding at the time
the Agent suspends solicitation may be settled and whether copies
of such prospectus and prospectus supplement as in effect at the
time of the suspension, together with the appropriate pricing
supplement, may be delivered in connection with the settlement of
such orders. The Company will have the sole responsibility for
such decision and for any arrangements that may be made in the
event that the Company determines that such orders may not be
settled or that copies of such prospectus, prospectus supplement
and pricing supplement may not be so delivered.
Delivery of Prospectus: A copy of the prospectus and prospectus
supplement relating to the Notes and a Pricing Sticker relating
to a Book-Entry Note must accompany or precede the earliest of
any written offer of such Note, confirmation of the purchase of
such Note or payment for such Note by its purchaser. If notice
of a change in the terms of the Book-Entry Notes is received by
an Agent between the time an order for a Book-Entry Note is
placed and the time written confirmation thereof is sent by such
Agent to a customer or his agent, such confirmation shall be
accompanied by a prospectus, prospectus supplement and Pricing
Sticker setting forth the terms in effect when the order was
placed. Subject to the preceding paragraph, each Agent will
deliver a prospectus, prospectus supplement and Pricing Sticker
as herein described with respect to each Book-Entry Note sold by
it.<PAGE>
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
Issuance: Each Certificated Note will be dated and issued as of
the date of its authentication by the Respective Trustee. Each
Certificated Note will bear an Original Issue Date, which will be
(i) with respect to an original Certificated Note (or any portion
thereof), its original issuance date (which will be the
settlement date) and (ii) with respect to any Certificated Note
(or portion thereof) issued subsequently upon transfer or
exchange of a Certificated Note or in lieu of a destroyed, lost
or stolen Certificated Note, the Original Issue Date of the
predecessor Certificated Note, regardless of the date of
authentication of such subsequently issued Certificated Note.
Registration: Certificated Notes will be issued only in
fully registered form without coupons.
Transfers and Exchanges: A Certificated Note may be presented for
transfer or exchange at the Respective Trustee's corporate trust
office, 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 office or agency of the Company to be
maintained for that purpose as the Company may from time to time
designate. Certificated Notes will be exchangeable for other
Certificated Notes having identical terms but different
denominations without payment of a service charge, except for any
taxes or governmental charges. Certificated Notes will not be
exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a
date from more than nine months to twenty years from the
settlement date for such Note.
Denominations: Certificated Notes will be issued in
denominations of $100,000 or any amount in excess thereof that is
an integral multiple of $1,000.
Interest: General. Interest on each Certificated Note will
accrue from the Original Issue Date of such Note for the first
interest period and from the most recent Interest Payment Date to
which interest has been paid for all subsequent interest periods.
Each payment of interest on a Certificated Note will include
interest accrued to but excluding the Interest Payment Date
(provided that in the case of Floating Rate Notes which reset
daily or weekly, interest payments will include interest accrued
through the day 15 calendar days preceding the Interest Payment
Date) or Maturity (other than a Maturity of a Fixed Rate
Certificated Note occurring on the thirty- first day of a month,
in which case such payment will include interest accruing to but
excluding the thirtieth day of such month). Interest payable at
the Maturity of a Certificated Note will be payable to the Person
to whom the principal of such Note is payable.
Regular Record Dates. The Regular Record Date with respect to
any Interest Payment Date shall be the date fifteen calendar days
immediately preceding such Interest Payment Date.
Fixed Rate Certificated Notes. Unless otherwise specified
pursuant to Settlement Procedure "A" below, interest payments on
Fixed Rate Certificated Notes will be made semi-annually on May 1
and November 1 of each year and at Maturity; provided, however,
that in the case of Fixed Rate Certificated Notes issued between
a Regular Record Date and an Interest Payment Date or on an
Interest Payment Date, the first interest payment will be made on
the Interest Payment Date following the next succeeding Regular
Record Date. Floating Rate Certificated Notes. Except as
provided hereinbelow, Interest payments will be made on Floating
Rate Certificated Notes monthly, quarterly, semi-annually or
annually. Interest will be payable, in the case of Floating Rate
Certificated Notes with a daily, weekly or monthly Interest Reset
Date, on the fifth Wednesday of each month or the third Wednesday
of March, June, September and December, as specified in the
applicable Pricing Sticker; with a quarterly Interest Reset Date,
on the third Wednesday of March, June, September and December of
each year; with a semi-annual Interest Reset Date, on the third
Wednesday of the two months specified pursuant to Settlement
Procedure "A" below; and with an annual Interest Reset Date, on
the third Wednesday of the month specified pursuant to Settlement
Procedure "A" below; provided, however, that if an Interest
Payment Date for Floating Rate Certificated Notes would otherwise
be a day that is not a Business Day with respect to such Floating
Rate Certificated Notes, such Interest Payment Date will be the
next succeeding Business Day with respect to such Floating Rate
Certificated Notes, except in the case of a LIBOR Note if such
Business Day is in the next succeeding calendar month, in which
event such Interest Payment Date will be the immediately
preceding Business Day; and provided, further, that in the case
of a Floating Rate Certificated Note issued between a Regular
Record Date and an Interest Payment Date or on an Interest
Payment Date, the first interest payment will be made on the
Interest Payment Date following the next succeeding Regular
Record Date.
Interest payments for Floating Rate Notes (except in the case of
Floating Rate Notes which reset daily or weekly) will include
accrued interest from the date of issue or from the last date in
respect of which interest has been paid, as the case may be, but
excluding, the Interest Payment Date. In the case of Floating
Rate Notes which reset daily or weekly, interest payments will
include accrued interest from the date of issue or from but
excluding the last date in respect of which interest has been
paid, as the case may be, to, and including, the date which is 15
calendar days immediately preceding such Interest Payment Date,
except that at maturity or earlier redemption, the interest
payable will include interest accrued to, but excluding, the
maturity date or earlier redemption date. The interest rate in
effect on each day will be (a) if such day is an Interest Reset
Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to such Interest
Reset Date, or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date, subject in
either case to any maximum or minimum interest rate limitation
referred to below and to any adjustment by a Spread or a Spread
Multiplier referred to below; provided, however, that (i) the
interest rate in effect for the period from the date of issue to
the first Interest Reset Date with respect to a Floating Rate
Note will be the Initial Interest Rate specified in the
applicable Pricing Sticker; and (ii) the interest rate in effect
for the ten calendar days immediately prior to Maturity will be
that in effect on the tenth calendar day preceding such Maturity.
The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually or annually
(each an "Interest Reset Date") as specified in the applicable
Pricing Sticker. The Interest Reset Date will be, in the case of
Floating Rate Notes which reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes)
which reset weekly, Wednesday of each week; in the case of
Treasury Rate Notes which reset weekly, Tuesday of each week; in
the case of Floating Rate Notes which reset monthly, the third
Wednesday of each month; in the case of Floating Rate Notes which
reset quarterly, the third Wednesday of March, June, September
and December, in the case of Floating Rate Notes which reset
semi-annually, the third Wednesday of the two months specified in
the applicable Pricing Sticker; and in the case of Floating Rate
Notes which reset annually, the third Wednesday of the month
specified in the applicable Pricing Sticker. If any Interest
Reset Date for any Floating Rate Note would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, except, in the
case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
The "Interest Determination Date" pertaining to an Interest Reset
Date for CD Rate Notes, Commercial Paper Rate Notes and Federal
Funds Rate Notes will be the Monday next preceding such Interest
Reset Date, unless such Monday is not a Business Day, in which
case the Interest Determination Date will be the first Business
Day next preceding such Monday. The Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR Note will be the
second London Business Day preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are normally sold at
auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be
the Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week.
Calculation of Interest: Fixed Rate Certificated Notes.
Interest on Fixed Rate Certificated Notes (including interest for
partial periods) will be calculated on the basis of a year of
twelve thirty-day months.
Floating Rate Certificated Notes. Interest rates on Floating
Rate Certificated Notes will be determined as set forth in the
form of Notes. The Company and the Respective Paying Agent will
confirm the amount of the initial interest payment due on any
Floating Rate Certificated Note for which the initial Interest
Period is shorter or longer than the Index Maturity. Interest on
Floating Rate Certificated Notes will be calculated on the basis
of actual days elapsed and a year of 360 days except that in the
case of Treasury Rate Notes, interest will be calculated on the
basis of the actual number of days in the year. The "Calculation
Date", where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if any such tenth day is not a
Business Day, the next succeeding Business Day, or (ii) the
Business Day preceding the applicable Interest Date or Maturity
Date (or the date of redemption or repayment), as the case may
be.
Calculation Agent: Promptly after the Calculation Date for
Floating Rate Notes, the Calculation Agent will notify the
Respective Trustee and Standard & Poor's Corporation of the
interest rates determined on such Calculation Date. No Trustee
shall be responsible for any such calculation in its capacity as
Trustee.
Payments of Principal and Interest: The Respective Trustee will
pay the principal amount of each Certificated Note at Maturity
upon presentation and surrender of such Note to such Trustee.
Such payment, together with payment of interest due at Maturity
of such Note, will be made in funds available for immediate use
by the Respective Trustee and in turn by the Holder of such Note.
Certificated Notes presented to the Respective Trustee at
Maturity for payment will be cancelled by such Trustee and
delivered to the Company with a certificate of cancellation. In
the case of an Indexed Note, the Calculation Agent will notify
the Paying Agent and the Company of the dollar amount of interest
to be paid per $1,000 principal amount of such Notes and the
dollar amount of principal to be paid per $1,000 principal amount
of such Notes, by 12:00 noon on the second Business Day prior to
the Maturity Date of any such Indexed Note. All interest payments
on a Certificated Note (other than interest due at Maturity) will
be made by check drawn on the Respective Trustee (or another
Person appointed by such Trustee) and mailed by such Trustee to
the Person entitled thereto as provided in such Note and the
Senior Indenture or the Subordinated Indenture, as the case may
be; provided, however, that the Holder of $10,000,000 or more of
Notes with similar tenor and terms will be entitled to receive
payment by wire transfer. Following each Regular Record Date and
Special Record Date, the Respective Trustee will furnish the
Company with a list of interest payments to be made on the
following Interest Payment Date for each Certificated Note and in
total for all Certificated Notes. Interest at Maturity will be
payable to the Person to whom the payment of principal is
payable. The Respective Trustee will provide monthly to the
Company lists of principal and interest, to the extent
ascertainable, to be paid on Certificated Notes maturing in the
next month. The Respective Paying Agent will be responsible for
withholding taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date for or the Maturity of a Fixed Rate
Certificated Note is not a Business Day, the payment due on such
day shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from and
after such Interest Payment Date or Maturity, as the case may be.
Procedure for Rate Setting and Posting: The Company and the Agent
will discuss from time to time the aggregate principal amount of,
the issuance price of, and the interest rates to be borne by,
Certificated Notes that may be sold as a result of the
solicitation of orders by the Agent. If the Company decides to
set prices of, and rates borne by, any Certificated Notes in
respect of which the Agent is to solicit orders (the setting of
such prices and rates to be referred to herein as "posting") or
if the Company decides to change prices or rates previously
posted by it, it will promptly advise the Agent and the Agent
will forthwith suspend solicitation of offers. The Agent will
telephone the Company with recommendations as to the rates to be
posted. At such time as the Company has advised the Agent of the
rates to be posted, the Agent may resume solicitations of offers.
Until such time only "indications of interest" may be recorded.
Acceptance and Rejection of Offers: The Agent will advise the
Company, promptly by telephone of each reasonable offer to
purchase Certificated Notes received by the Agent, other than
those rejected by it. The Company has the sole right to accept
offers to purchase Notes and may reject any such offer in whole
or in part. The Agent shall have the right to reject any order
in whole or in part.
Preparation of Pricing Sticker: If any order to purchase a
Certificated Note is accepted by or on behalf of the Company, the
Company will prepare a pricing sticker (a "Pricing Sticker")
reflecting the terms of such Note and will arrange to file with
the Commission in accordance with the applicable paragraph of
Rule 424(b) under the Act and will promptly deliver to the Agent
five copies thereof. The Agent will cause a Pricing Sticker to
be delivered to the purchaser of the Note.
In each instance that a Pricing Sticker is prepared, the Agent
will affix the Pricing Sticker to Prospectuses prior to their
use. Outdated Pricing Stickers, and the Prospectuses to which
they are attached (other than those retained for files), will be
destroyed.
Settlement: The receipt by the Company of immediately available
funds in exchange for an authenticated Certificated Note
delivered to the Agent and the Agent's delivery of such Note
against receipt of immediately available funds shall, with
respect to such Note, constitute "settlement". All orders
accepted by the Company will be settled on the Business Day next
succeeding the date of acceptance pursuant to the timetable for
settlement set forth below, unless the Company and the purchaser
agree to settlement on a later date; provided, however, that in
the case of a delayed settlement the Company will notify the
Respective Trustee at least 24 hours prior to the time of
settlement.
Settlement Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company through the Agent shall be
as follows:
A. The Agent will advise the Company by telephone of the
following settlement information:
1. Name in which such Note is to be registered
("Registered Owner").
2. Address of the Registered Owner and address for
payment of principal and interest.
3. Taxpayer identifica tion number of the Registered
Owner (if available) .
4. Principal amount.
5. Stated Maturity.
6. In the case of a Fixed Rate Certificat ed Note,
the interest rate or, in the case of a Floating Rate
Certificat ed Note, the initial interest rate (if known at
such time), Base Rate, Index Maturity, Interest Reset
Period, Interest Reset Dates, Spread or Spread Multiple
(if any), minimum interest rate (if any) and maximum
interest rate (if any).
7. Interest Payment Period and Interest Payment
Dates.
8. Redemption Provisions, if any.
9. Repayment Provisions, if any.
10. Settlement date.
11. Price.
12. Agent's commission, determined as provided in
Section 3 of the Agency Agreement between the Company and
the Agent.
13. Whether the Note is an Original Issue Discount
Note, and if it is an Original Issue Discount Note, the
total amount of OID, the yield to maturity and the initial
accrual period OID.
14. Whether the Note is a Senior Note or a
Subordinated Note.
B. The Company will advise the Respective Trustee by telephone
or electronic transmission (confirmed in writing at any time on
the sale date) of the information set forth in Settlement
Procedure "A" above and the name of the Agent. Each such
communication by the Company shall constitute a representation
and warranty by the Company to the Respective Trustee and the
Agent that (i) such Note is then, and at the time of issuance and
sale thereof will be, duly authorized
for issuance and sale by the Company, (ii)such Note will conform
with the terms of the Senior Indenture or the Subordinated
Indenture, as the case may be, and (iii) upon authentication and
delivery of such Note, the aggregate initial offering price of
all Notes issued under the Senior Indenture and the Subordinated
Indenture pursuant to the current offering will not exceed
$1,000,000,000 (except for Securities represented by Securities
authenticated and delivered in exchange for or in lieu of
Securities pursuant to the Indenture).
C. The Company will deliver to the Respective Trustee a
pre-printed four-ply packet for such Note, which packet will
contain the following documents in forms that have been approved
by the Company, the Agents and the Respective Trustee:
1. Note with customer confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Respective Trustee will complete such Note, authenticate
it and deliver it (with the confirmation) and Stubs One and Two
to the Agent, and the Agent will acknowledge receipt of the Note
by stamping or otherwise marking Stub One and returning it to the
Respective Trustee. Such delivery will be made only against such
acknowledgment of receipt and evidence that instructions have
been given by such Agent for payment to the account of the
Company at the Respective Trustee, in funds available for
immediate use, of an amount equal to the price of such Note less
the Agent's commission. In the event that the instructions given
by the Agent for payment to the account of the Company are
revoked, the Company will as promptly as possible wire transfer
to the account of the Agent an amount of immediately available
funds equal to the amount of such payment made.
E. The Agent will deliver such Note (with confirmation) to the
customer against payment in immediately payable funds. The Agent
will obtain the acknowledgment of receipt of such Note by
retaining Stub Two. F. The Respective Trustee will send Stub
Three to the Company by first-class mail. Periodically, the
Respective Trustee will also send to the Company a statement
setting forth the principal amount of the Notes Outstanding as of
that date under the Senior Indenture or the Subordinated
Indenture, as the case may be, and setting forth a brief
description of any sales of which the Company has advised such
Trustee but which have not yet been settled.
Settlement Procedures Timetable: For offers of Certificated Notes
solicited by the Agent, as agent, and accepted by the Company,
Settlement Procedures "A" through "F" set forth above shall be
completed on or before the respective times (New York City time)
set forth below:
Settlement Procedure Time
A 2:00 P.M. on day before settlement date
B 3:00 P.M. on day before settlement date
C-D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure to Settle: If a purchaser fails to accept delivery of and
make payment for any Certificated Note, the Agent will notify the
Company and the Respective Trustee by telephone and return such
Note to such Trustee. Upon receipt of such notice, the Company
will immediately wire transfer to the account of the Agent an
amount equal to the amount previously credited thereto in respect
of such Note. Such wire transfer will be made on the settlement
date, if possible, and in any event not later than the day
following the settlement date. If the failure shall have
occurred for any reason other than a default by the Agent in the
performance of its obligations hereunder and under the Agency
Agreement with the Company, then the Company will reimburse the
Agent or the Respective Trustee, as appropriate, on an equitable
basis for its loss of the use of the funds during the period when
they were credited to the account of the Company. Immediately
upon receipt of the Certificated Note in respect of which such
failure occurred, the Respective Trustee will mark such Note
"cancelled," make appropriate entries in such Trustee's records
and send such Note to the Company. Suspension of Solicitation:
Subject to the Company's representations, warranties and
covenants Amendments or contained in the Agency Agreement, the
Supplement: the Company may instruct the Agent to suspend
solicitation of purchases of Certificated Notes at any time.
Upon receipt of such instructions, the Agent will forthwith
suspend such solicitations until such time as it has been advised
by the Company that such solicitations may be resumed. If the
Company decides to amend or supplement the registration statement
filed by the Company with the Securities and Exchange Commission
with respect to the Notes or the prospectus and prospectus
supplement relating to the Notes, it will promptly advise the
Agent and will furnish it with the proposed amendment or supple-
ment, all consistent with the Company's obligations under the
Agency Agreement. The Company will, consistent with such
obligations, promptly advise the Agent and the Respective Trustee
whether orders outstanding at the time the Agent suspends
solicitation may be settled and whether copies of such prospectus
and prospectus supplement as in effect at the time of the
suspension, together with the appropriate pricing supplement, may
be delivered in connection with the settlement of such orders.
The Company will have the sole responsibility for such decision
and for any arrangements that may be made in the event that the
Company determines that such orders may not be settled or that
copies of such prospectus, prospectus supplement and pricing
supplement may not be so delivered.
Delivery of Prospectus: A copy of the prospectus and prospectus
supplement relating to the Notes and a Pricing Sticker relating
to a Certificated Note must accompany or precede the earlier of
any written offer of such Note, delivery of such Note,
confirmation of the purchase of such Note and payment for such
Note by its purchaser. If notice of a change in the terms of the
Certificated Notes is received by the Agent between the time an
order for a Certificated Note is placed and the time written
confirmation thereof is sent by the Agent to a customer or his
agent, such confirmation shall be accompanied by a prospectus,
prospectus supplement and Pricing Sticker setting forth the terms
in effect when the order was placed. Subject to the preceding
paragraph, the Agent will deliver a prospectus, prospectus
supplement and Pricing Sticker as herein described with respect
to each Note sold by it.<PAGE>
SCHEDULE A
ASSOCIATES CORPORATION OF NORTH AMERICA
AGENCY AGREEMENT
By executing this Agency Agreement, the Agent referenced
herein and the Company agree to all the terms and provisions of
the "Associates Corporation of North America, Medium Term Notes,
Basic Provisions For Agency and Terms Agreements, Dated:-- --
attached hereto and incorporated herein by reference. Additional
terms are as follows:
Registration Statement No. 33-55949
Prospectus Supplement dated March 22, 1995 to Basic Prospectus
dated November 9, 1994
Agent:
Title of Securities: Medium Term Senior Notes, Series H
Medium Term Subordinated Notes, Series A
Indentures: Indenture dated as of October 15, 1994, with
Citibank, N.A.(Senior Notes)
Indenture dated as of October 15, 1994 with Citibank, N.A.
(Subordinated Notes)
Effective Date of Agreement: March 22, 1995
Term of appointment: From time to time, pursuant to Section 1 of
the Basic Provisions.
Specifications as to Notes authorized for Agent: As agreed upon
from time to time, pursuant to Section 1 of the Basic Provisions.
Closing Date: March 22, 1995
Agent's commissions or other compensation: As agreed in writing
between the parties hereto, but not to exceed .600%, depending
upon maturity.
Address for notices per Section 10:
Dated: March 22, 1995
Associates Corporation of North America
By
Agreed to and accepted:
By
Title
SCHEDULE B
ASSOCIATES CORPORATION OF NORTH AMERICA
Medium Term Notes TERMS AGREEMENT
, 19
Associates Corporation of North America
250 East Carpenter Freeway
Irving, Texas 75062-2729
Attention: Treasurer
Re: Basic Provisions For Agency And Terms Agreements dated ----
The undersigned agrees to purchase the following principal
amount of Medium Term --Senior-- --Subordinated-- Notes, Series
- -- -- issued under Registration Statement No. 33- :
$
Prospectus dated -- --
Interest Rate or Method of Calculation:
Frequency of Interest Reset:
Maximum or Minimum Interest Rates:
Spread or Spread Multiplier:
Date of Maturity:
Initial Public Offering Price: %
Discount: % of Principal Amount
Indenture:
Closing Date:
Form of Note: --global or individual certificate--
--The certificate referred to in Section 7(b) of the Basic
Provisions attached hereto, the opinions referred to in Section
7(c) of the Basic Provisions attached hereto and the accountants'
letter referred to in Section 7(d) of the Basic Provisions
attached hereto will be required.--
Payment on the Settlement Date and at maturity will be made
in immediately available funds.
By executing this Terms Agreement, the undersigned dealer
and the Company agree to the terms hereof and all the terms and
provisions of the "Associates Corporation of North America,
Medium Term Senior Notes, Basic Provisions For
Agency And Terms Agreements, Dated: -- --" attached hereto and
incorporated herein by reference.
By
( )
Accepted:
Associates Corporation of North America
By
<PAGE>
[MEDIUM TERM SENIOR NOTE, SERIES H
FACE OF CONFIRMATION]
[NUMBER] CUSIP Agent's ASSOCIATES CORPORATION
Name OF NORTH AMERICA
250 East Carpenter Freeway
Irving, Texas 75062-0729
- ------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Principal Trade Issue and Price (100% Initial Interest Commission %
Amount Date Settlement Unless Rate (If a
Otherwise Floating Rate
Indicated) Note)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Maturity Trustee's Trustee's Interest Rate Interest Rate Tax Payer's Transferred
Date Cust. No. Ticket No. (if a Fixed Basis and Index ID or Soc.
Rate Note) Maturity (if a Sec.No.
Floating Rate Note)
</TABLE>
- ------------------------------------------------------------------------------
Name and Address of MEDIUM TERM SENIOR NOTE, SERIES H
of Registered Owner CONFIRMATION OF PURCHASE
Paying Agent - Trustee
CitiBank, N. A.
- ------------------------------------------------------------
CUSTOMER'S COPY Retain for Tax Purposes
Please Sign and Return
Enclosed Receipt
<PAGE>
[BACK OF CONFIRMATION]
The Agent named on the front side hereof has acted as agent for
Associates Corporation of North America in the sale of the Note
to you and will receive a commission from Associates Corporation
of North America equal to the percentage of the Principal Amount
of the Note appearing on the front of this confirmation.
The time of this transaction will be furnished upon request.
<PAGE>
[FORM OF FACE OF MEDIUM TERM SENIOR NOTE]
[FOR GLOBAL SECURITY REPRESENTING BOOK ENTRY NOTE ONLY]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Registered No.
CUSIP
ASSOCIATES CORPORATION OF NORTH AMERICA
Medium Term SENIOR Note, Series H
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
SET FORTH METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES
OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT("OID")RULES.
Floating Rate Note / / Fixed Rate Note / /
Principal Amount:
Original Issue Date: Interest Rate: Maturity Date:
(if a Fixed Rate Note)
Interest Accrual Date: Interest Payment Dates:
Issue Price: Total Amount of OID:
Yield to Maturity:
Initial Accrual Period
OID:
Redemption Terms:
Sinking Fund Provisions:
Only Applicable if This is a Floating Rate Note:
Initial Interest Rate:
Index Maturity: Interest Rate Basis: Spread (plus or minus):
Interest Payment Period: Spread Multiplier:
Interest Reset Period: Maximum Interest Rate:
Interest Payment Date: Minimum Interest Rate:
Interest Reset Dates:
Interest Determination Dates:<PAGE>
Other Provisions
Associates Corporation of North America, a Delaware
corporation(herein called the"Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
or registered assigns,the principal
amount of DOLLARS on the
Maturity Date specified above, and to pay interest thereon,as
described on the reverse hereof.
Payment of the principal of and interest on this Note due at
Maturity will be made, upon presentation of this Note, in
immediately available funds, 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
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 and (ii)
payment of principal hereof at 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.
The payment of principal and interest on this Note is expressly
subordinated, as provided in the Indenture, to the payment of all
Superior Indebtedness, as defined in the Indenture, of the
Company,and by the acceptance of this Note the Holder hereof
agrees expressly for the benefit of present and future holders of
such Superior Indebtedness to be bound by the provisions of the
Indenture. Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place. Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of
the series provided for
under the within-mentioned Indenture.
CITIBANK, N.A.as Trustee
Authorized Signatory
[Facsimile Seal]
ASSOCIATES CORPORATION OF NORTH AMERICA
By [Facsimile Signature]
Chairman of the Board
ATTEST: [Facsimile Signature]
Secretary
<PAGE>
[FORM OF REVERSE OF MEDIUM TERM Senior NOTE CERTIFICATE]
ASSOCIATES CORPORATION OF NORTH AMERICA
MEDIUM TERM SENIOR NOTE, SERIES H
1. This Note is one of a duly authorized issue of
unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the"Securities") of the Company of the series
specified above (the "Notes"), all such Securities issued and to
be issued under an indenture dated as of October 15, 1994,
(the"Indenture") between the Company and Citibank, N.A., 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. The series of Securities
consisting of the Notes is unlimited in aggregate principal
amount. As provided in the Indenture, said Securities may be
issued in one or more series, which different series may be
issued in various principal amounts, may bear different dates and
mature at different times, may bear interest, if any, at
different rates and may otherwise vary as in the Indenture
provided or permitted. The Notes maybe issued in various
principal amounts, may bear interest at different rates and may
otherwise vary, all as provided for in the Indenture.
2. Neither this Note nor the Notes are redeemable in full or in
part prior to Stated Maturity or subject to any sinking fund
provisions unless any such redemption or sinking fund provisions
are stated on the face hereof or on the face of any of the other
Notes, as the case may be, and then only under such terms as may
be so stated there. Any required notice of redemption or sinking
fund payments shall be given only to the Registered Holders of
Notes which bear provisions for such required redemption or
sinking fund payments, as the case may be.
3.A. If this is a Fixed Rate Note, the Company promises to pay
interest on the principal amount at the Rate of Interest
specified above from the Original Issue Date shown on the face
hereof, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, until the principal
hereof is paid or made available for payment,interest to be
payable in consecutive semi-annual payments on May 1 and November
1 of each year and at maturity, commencing on the May 1 or
November 1 next succeeding such Original Issue Date; provided,
however, that if such Original Issue Date is on or after the
Regular Record Date (defined herein below) and on or before the
next succeeding Interest Payment Date, interest payments will
commence on the Interest Payment Date following the next
succeeding Record Date (defined herein below). Interest
shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, 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 15
calendar days prior to the Interest Payment Date (the "Regular
Record Date")next preceding such Interest Payment Date; provided,
however, that the interest payable on the Interest Payment Date
occurring at maturity or earlier redemption will be payable to
the Person to whom principal shall be payable. Any such interest
not so punctually paid or duly provided for 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 special 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 Special Record Date. If this Note specifies
that it is an Original Issue Discount Note, the Company will pay
any defaulted interest at a rate equal to the Yield to Maturity
specified on the face hereof. An Original Issue Discount Note
shall be any Note issued with original issue discount for United
States federal income tax purposes.
3.B. If this is a Floating Rate Note, the Company
promises to pay interest on the principal amount at a rate per
annum equal to the Initial Interest Rate specified on the face
hereof until the first Interest Reset Date so specified following
the Original Issue Date so specified and thereafter at a rate
determined in accordance with the provisions herein below under
the heading "Determination of CD Rate," "Determination of
Commercial Paper Rate," "Determination of Federal Funds Rate,"
"Determination of LIBOR" or "Determination of Treasury Rate,"
depending upon whether the Interest Rate Basis so specified is CD
Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or
Treasury Rate, until the principal hereof is paid or duly made
available for payment. The Company will pay interest monthly,
quarterly, semi-annually or annually as specified on the face
hereof under "Interest Payment Period," commencing with the first
Interest Payment Date so specified next succeeding the Original
Issue Date, and on the Maturity Date; provided, however, that if
the Original Issue Date occurs either between a Regular Record
Date and the next succeeding Interest Payment Date or on an
Interest Payment Date,interest payments will commence on the
Interest Payment Date following the next succeeding Regular
Record Date; unless otherwise provided on the face
hereof,interest will be payable: in the case of Floating Rate
Book-Entry Notes with a daily,weekly or monthly Interest Reset
Date, on the third Wednesday of each month or the third Wednesday
of March, June, September and December, as provided on the face
hereof;with a quarterly Interest Reset Date, on the third
Wednesday of March, June, September and December of each year;
with semi-annual Interest Reset Date, on the third Wednesday of
the two months provided on the face hereof; and with an annual
Interest Reset Date,on the third Wednesday of the month provided
on the face hereof, and provided further,however, that if an
Interest Payment Date would fall on a day that is not a day,
other than a Saturday or Sunday, on which banking institutions in
The City of New York (and,if the Interest Rate Basis specified
above is LIBOR, the City of London) are open for business (a
"Business Day"), such Interest Payment Date shall be the next
following day that is a Business Day, except that in case the
Interest Rate Basis is LIBOR, as specified on the face hereof, if
such date falls in the next calendar month, such Interest Payment
Date shall be the next preceding day that is a business Day.
Except as provided on the face hereof and in the Indenture
referred to herein, interest payments will be made on the
Interest Payment Dates specified on the face hereof. Interest on
this Note will accrue from the most recent date in respect of
which accrued interest has been paid or duly provided for or, if
no interest has been paid, from the Original Issue Date, until
the principal hereof has been paid or made available for payment.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of
business on the Regular Record Date; provided, however, that
interest payable at maturity or earlier redemption will be
payable to the Person to whom principal 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 hereof 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 the Special Record Date fixed by the
Trustee, not less than 10 days prior to the date for payment of
such defaulted interest, notice of which Special Record Date
shall be given to the Holder hereof not less than 15 days prior
to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture.
The interest payable hereon on each Interest Payment Date will
include accrued interest from the Original Issue Date or from the
last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date; provided,
however, that if the Interest Reset Period is daily or weekly,
the interest payable on each Interest Payment Date, other than
the Maturity Date,will include accrued interest from the Original
Issue Date or from but excluding the last date in respect of
which interest has been paid, as the case may be,to, and
including,the date which is 15 calendar days immediately
preceding such Interest Payment Date,and the interest payable on
the Maturity Date will include accrued interest from the Original
Issue Date or from the last date in respect of which interest has
been paid,as the case may be, to, but excluding, the Maturity
Date. Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. This
accrued interest factor shall be computed by adding the interest
factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor (expressed as a
decimal calculated to seven decimal places without rounding) for
each such day shall be computed by dividing the interest rate
applicable to such day by 360 if the Interest Rate Basis is CD
Rate, Commercial Paper Rate,Federal Funds Rate or LIBOR, as
indicated on the face hereof, or by the actual number of days in
the year if the Interest Rate Basis is Treasury Rate, as
indicated on the face hereof. The interest rate in effect on
each day will be (a) if such day is as Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to such Interest Reset Date or (b) if such day is not
an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to the next preceding
Interest Reset Date; provided, however, (i) the interest rate in
effect from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and (ii) the interest rate
in effect for the ten days immediately prior to the Maturity Date
will be that in effect on the tenth day preceding the Maturity
Date. Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate,if any, shown on the face
hereof. In addition, the interest rate hereon shall in no event
be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general application.
Commencing with the first Interest Reset Date specified on the
face hereof following the Original Issue Date and thereafter upon
each succeeding Interest Reset Date specified on the face hereof,
the rate at which interest on this Note is payable shall be
adjusted as specified on the face hereof under Interest Reset
Period; provided, however, that if any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next day that is a Business
Day, except that if the Interest Rate Basis is LIBOR and such
next Business Day is in the next succeeding calendar month such
Interest Reset Date shall be the immediately preceding Business
Day. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of
interest shall be the rate determined in accordance with the
provisions of the applicable heading below.
DETERMINATION OF CD RATE. If the Interest Rate Basis is CD Rate,
as indicated on the face hereof, said interest rate shall equal
(a)the rate on the Interest Determination Date specified on the
face hereof for negotiable certificates of deposit having the
Index Maturity (1) as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the
Board of Governors of the Federal Reserve System, under the
heading "CDs (Secondary Market)" or (2)if such rate is not so
published by 9:00 A.M., New York City time, on the Calculation
Date (as specified below) pertaining to such Interest
Determination Date, then as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S.Government Securities" under the heading
"Certificates of Deposit" or (b)if such rate is not published by
3:00 P.M., New York City time, on such Calculation Date, the
arithmetic mean (rounded to the nearest .01%, with .005% rounded
upwards), as calculated by the Calculation Agent, of the
secondary market offered rate as of 10:00 A.M., New York City
time, on such Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit
in New York City selected by the Calculation Agent for negotiable
certificates of deposit of major United States money center banks
of the highest credit standing in the market for negotiable
certificates of deposit with a remaining maturity closest to the
Index Maturity (as specified on the face hereof) in a
denomination of $5,000,000, in each of the above cases adjusted
by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof;provided,
however, that if such dealers are not quoting as mentioned above,
the interest rate in effect hereon until the Interest Reset Date
next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate in effect hereon on
the Interest Determination Date next preceding such Interest
Reset Date.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate
Basis is Commercial Paper Rate, as indicated on the face
hereof,said interest rate shall equal (a) the Money Market Yield
(as defined herein) on the Interest Determination Date specified
on the face hereof for commercial paper having the Index Maturity
specified on the face hereof (1) as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication
of the Board of Governors of the Federal Reserve System, under
the heading "Commercial Paper", or (2) if such yield is not so
published by 9:00 A.M., New York City time, on the Calculation
Date (as specified below) pertaining to such Interest
Determination Date, then as published by the Federal Reserve Bank
of New York in its daily statistical release, "Composite 3:30
P.M. Quotations for U.S. Government Securities" under the heading
"Commercial Paper" or (b) if neither of such yields is published
by 3:00 P.M., New York City time, on such Calculation Date, the
Money Market Yield of the arithmetic mean (rounded to the
nearest .01%, with .005% rounded upwards)of the offered rates, as
of 11:00 A.M., New York City time, on such Interest Determination
Date, of three leading dealers of commercial paper in The City of
New York, selected by the Calculation Agent, for commercial paper
of the Index Maturity specified on the face hereof placed for an
industrial issuer whose bond rating is AA or the equivalent, from
a nationally recognized rating agency, in each of the above cases
adjusted by the addition or subtraction of the Spread, if
any,specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof;
provided, however, that if such dealers are not quoting as
mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to
which such Interest Determination Date relates shall be the rate
in effect hereon on the Interest Determination Date next
preceding such Interest Reset Date. "Money Market Yield" shall
be the yield (expressed as a percentage rounded to the nearest
.01%, with .005% rounded upwards), calculated in accordance with
the following formula:
Money Market Yield = D X 360 X 100
------------
360 - (D X M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis
is Federal Funds Rate, as indicated on the face hereof, said
interest rate shall equal (a) the rate on the Interest
Determination Date specified on the face hereof for Federal
Funds (1) as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication of the
Board of Governors of the Federal Reserve System, under the
heading "Federal Funds (Effective)" or (2) if such rate is not so
published by 9:00 A.M., New York City time, on the
Calculation Date (as specified below) pertaining to such
Interest Determination Date, then as published by the Federal
Reserve Bank of New York in its daily statistical release,
"Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Federal Funds/Effective Rate" or
(b) if neither of such rates is published by 3:00 P.M., New
York City time, on such Calculation Date, the arithmetic mean
(rounded to the nearest .01%, with .005% rounded upwards), as
calculated by the Calculation Agent, of the rates for the last
transaction in overnight Federal funds arranged by three leading
brokers of Federal funds transactions in New York City selected
by the Calculation Agent as of 11:00 A.M., New York City time, on
such Interest Determination Date, in each of the above cases
adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof,or by multiplication by the Spread
Multiplier, if any, specified on the face hereof; provided,
however, that if such brokers are not quoting as mentioned above,
the interest rate in effect hereon until the Interest Reset Date
next succeeding the Interest Reset Date to which such Interest
Determination Date relates shall be the rate hereon in effect on
the Interest Determination
Date next preceding such Interest Reset Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis is LIBOR, as
indicated on the face hereof, said interest rate shall equal
either (a) if the method of calculation of LIBOR is specified on
the face hereof to be "LIBOR - Reuters" or,if no method of
calculation of LIBOR is specified, the arithmetic mean (rounded
upwards, if necessary, to the nearest one-sixteenth of one
percent) as calculated by the Calculation Agent of offered rates
for deposits in U.S.dollars having the Index Maturity specified
on the face hereof, commencing on the second day on which
dealings in deposits in U.S. dollars are transacted in the London
interbank market(a "London Business Day") immediately following
the Interest Determination Date specified on the face hereof
which appear on the Reuters Screen LIBO Page as of 11:00 A.M.,
London time, on such Interest Determination Date,adjusted by the
addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof, or (b)if the method of
calculation of LIBOR is specified on the face hereof to be
"LIBOR - Telerate" the rate for deposits in U.S. Dollars having
the Index Maturity specified on the face hereof which appears on
the Telerate Page 3750 or such other page which may replace
Telerate Page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks (the "Telerate
Page") as of 11:00 A.M., London time, on such Interest
Determination Date, adjusted by the addition or subtraction of
the Spread, if any,specified on the face hereof or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof; provided, however, that if less than two such
offered rates appear, in the case of alternative (a) above, or if
such rate does not appear on the Telerate Page, in the case of
alternative (b) above, the Calculation Agent shall request the
principal London office of each of four major banks in the London
interbank market selected by the Calculation Agent to provide a
quotation of a rate at which deposits in U.S. Dollars are offered
by each such bank to prime banks in the London interbank market
at approximately 11:00 A.M., London time, on such Interest
Determination Date having the Index Maturity specified on the
face hereof commencing on the second London Business Day
immediately following such Interest Determination Date and in a
principal amount equal to an amount not less than U.S. $1,000,000
that is representative for a single transaction in such market at
such time. Such rate of interest hereon shall equal the
arithmetic mean (rounded upwards, if necessary, to the nearest
one-sixteenth of a percent) of (a) such quotations, if at least
two quotations are provided, or (b)if less than two quotations
are provided, the rates quoted at approximately 11:00 A.M., New
York City time, on such Interest Determination Date by three
major banks in The City of New York selected the Calculation
Agent for loans in U.S.Dollars to leading European banks having
the Index Maturity specified on the face hereof commencing on the
second London Business Day immediately following such Interest
Determination Date and in a principal amount as aforesaid, in
either case, adjusted by the addition or subtraction of the
Spread, if any,specified on the face hereof or by multiplication
by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if the three banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned above,
LIBOR shall be LIBOR in effect on such Interest Determination
Date.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis
is Treasury Rate, as indicated on the face hereof, said
interest rate shall equal the rate for the most recent auction of
direct obligations of the United States("Treasury bills") having
the Index Maturity shown on the face hereof as published by the
Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519),Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve
System, under the heading "Treasury bills- auction
average(investment)" on the Interest Determination Date specified
on the face hereof or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date (as specified below)
pertaining to such Interest Determination Date,the auction
average rate (expressed as a bond equivalent, rounded to the
nearest .01% with .005% rounded upwards, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
as otherwise announced by the United States Department of the
Treasury, in either case, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof,or, by
multiplication by the Spread Multiplier, if any, specified on the
face hereof. In the event that the results of the auction of
Treasury bills having the Index Maturity shown on the face hereof
are not published or reported as provided above by 3:00 P.M., New
York City time,on such Calculation Date or if no such auction is
held in a particular week, then the rate of interest hereon shall
be calculated by the Calculation Agent and shall be a yield to
maturity(expressed as a bond equivalent, rounded to the nearest
.01% with .005% rounded upwards, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest
Determination Date of three leading primary United States
government securities dealers selected by the Calculation Agent
for the issue of Treasury bills with a remaining maturity closest
to the Index Maturity shown on the face hereof, adjusted by the
addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided,however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the interest rate hereon
with respect to such Interest Determination Date shall be the
rate in effect hereon with respect to the next preceding Interest
Determination Date. The Calculation Date pertaining to an
Interest Determination Date shall be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if any
such day is not a Business Day, the next succeeding Business Day
or(ii) the Business Day preceding the applicable Interest Payment
Date or Maturity Date(or date of redemption or repayment) as the
case may be.
CitiBank, N.A. shall initially be the Calculation Agent. The
Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing and will confirm in writing such
calculation to the Trustee and any Paying Agent immediately after
each determination. Neither the Trustee nor any Paying Agent
shall be responsible for any such calculation. At the request of
the Holder hereof, the Trustee will provide to the Holder hereof
the interest rate hereon then in effect and, if determined, the
interest rate which will become effective as of the next Interest
Reset Date.
4. In case an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal hereof may be
declared due and payable in the manner and with the effect
provided in the Indenture. If the principal of any Original
Issue Discount Note is declared to be due and payable, the amount
of principal due and payable with respect to such Note shall be
limited to the sum of the aggregate principal amount of such Note
multiplied by the Issue Price(expressed as a percentage of the
aggregate principal amount) indicated on the face hereof plus the
original issue discount accrued from the Original Issue Date
indicated on the face hereof but excluding the date of
acceleration, which accrual shall be calculated using
the"interest method" (computed in accordance with generally
accepted accounting principles) in effect on the date of
acceleration.
5. 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 Holder 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. As used in this paragraph the term "principal
amount" means in the case of any Original Issue Discount Note the
amount that would then be due and payable upon acceleration of
the Maturity thereof, as specified in this Note.
6. 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.
7. 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 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.
8. The Notes are issuable only in registered form without
coupons in minimum denominations of $100,000 and in integral
multiples of $1,000 for any amount in excess of the minimum
denomination. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable
for a like aggregate principal amount of Notes of like terms,
provisions and tenor and of different authorized denominations,
as requested by the Holder surrendering the same.
9. 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 therewith.
10. Certain terms used in this Note which are defined in the
Indenture have the meanings set forth therein.
11. THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
12. 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.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
Please Insert Social Security or other Identifying Number
of Assignee
- ------------------------------------------------------------
Please print or typewrite name and address of assignee
- ----------------------------------------------------------- the
within Note of ASSOCIATES CORPORATION OF NORTH AMERICA and hereby
does irrevocably constitute and appoint
- --------------------------------------------------,Attorney,
to transfer the said Note on the books of the within-mentioned
Company, with full power of substitution in the premises.
Dated:
-------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of the Note in every
particular without alteration or
enlargement or any change whatever.
<PAGE>
[MEDIUM TERM SUBORDINATED NOTE, SERIES A
FACE OF CONFIRMATION]
[NUMBER] CUSIP Agent's ASSOCIATES CORPORATION
Name OF NORTH AMERICA
250 East Carpenter Freeway
Irving, Texas 75062-0729
- ------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Principal Trade Issue and Price (100% Initial Interest Commission %
Amount Date Settlement Unless Rate (If a
Otherwise Floating Rate
Indicated) Note)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Maturity Trustee's Trustee's Interest Rate Interest Rate Tax Payer's Transferred
Date Cust. No. Ticket No. (if a Fixed Basis and Index ID or Soc.
Rate Note) Maturity (if a Sec.No.
Floating Rate
Note)
</TABLE>
- ----------------------------------------------------------------
Name and Address of MEDIUM TERM SUBORDINATED NOTE, SERIES A
of Registered Owner CONFIRMATION OF PURCHASE
Paying Agent - Trustee
CitiBank, N.A.
- -----------------------------------------------------------------
CUSTOMER'S COPY Retain for Tax Purposes Please Sign and
Return Enclosed
Receipt
<PAGE>
<PAGE> [BACK OF CONFIRMATION]
The Agent named on the front side hereof has acted as agent for
Associates Corporation of North America in the
sale of the Note to you and will receive a commission from
Associates Corporation of North America equal to the
percentage of the Principal Amount of the Note appearing on the
front of this confirmation.
The time of this transaction will be furnished upon request.
<PAGE>
[FORM OF FACE OF
MEDIUM TERM SUBORDINATED NOTE]
[FOR GLOBAL SECURITY REPRESENTING BOOK ENTRY NOTE ONLY]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER,PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Registered No.
CUSIP
ASSOCIATES CORPORATION OF NORTH AMERICA
Medium Term Subordinated Note, Series A
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
SET FORTH METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES
OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT("OID")RULES.
Floating Rate Note / / Fixed Rate Note / /
Principal Amount:
Original Issue Date: Interest Rate: Maturity Date:
(if a Fixed Rate Note)
Interest Accrual Date: Interest Payment Dates:
Issue Price: Total Amount of OID:
Yield to Maturity:
Initial Accrual Period
OID:
Redemption Terms:
Sinking Fund Provisions:
Only Applicable if This is a Floating Rate Note:
Initial Interest Rate:
Index Maturity: Interest Rate Basis: Spread (plus or minus):
Interest Payment Period: Spread Multiplier:
Interest Reset Period: Maximum Interest Rate:
Interest Payment Date: Minimum Interest Rate:
Interest Reset Dates:
Interest Determination Dates:<PAGE>
Other Provisions
Associates Corporation of North America, a Delaware
corporation(herein called the"Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
or registered assigns,the principal
amount of DOLLARS on the
Maturity Date specified above, and to pay interest thereon,as
described on the reverse hereof.
Payment of the principal of and interest on
this Note due at Maturity will be made, upon presentation of this
Note, in immediately available funds, 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 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 and (ii) payment of principal hereof at 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.
The payment of principal and interest on this Note is expressly
subordinated, as provided in the Indenture, to the payment of all
Superior Indebtedness, as defined in the Indenture, of the
Company,and by the acceptance of this Note the Holder hereof
agrees expressly for the benefit of present and future holders of
such Superior Indebtedness to be bound by the provisions of
the Indenture. Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as
if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of
the series provided for
under the within-mentioned Indenture.
CitiBank, N.A.
as Trustee
Authorized Signatory
[Facsimile Seal]
ASSOCIATES CORPORATION OF NORTH AMERICA
By
Chairman of the Board
ATTEST:
Secretary
<PAGE>
[FORM OF REVERSE OF MEDIUM TERM SUBORDINATED NOTE CERTIFICATE]
ASSOCIATES CORPORATION OF NORTH AMERICA
MEDIUM TERM SUBORDINATED NOTE, SERIES A
1. This Note is one of a duly authorized issue of
unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the"Securities") of the Company of the series
specified above (the "Notes"), all such Securities issued and to
be issued under an indenture dated as of October 15, 1994,
(the"Indenture") between the Company and Citibank, N.A., as
Trustee, to which Indentureand 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. The series of Securities consisting of the Notes is
unlimited in aggregate principal amount. As provided in the
Indenture, said Securities may be issued in one or more series,
which different series may be issued in various principal
amounts, may bear different dates and mature at different times,
may bear interest, if any, at different rates and may otherwise
vary as in the Indenture provided or permitted. The Notes maybe
issued in various principal amounts, may bear interest at
different rates and may otherwise vary, all as provided for in
the Indenture.
2. Neither this Note nor the Notes are redeemable in full or in
part prior to Stated Maturity or subject to any sinking fund
provisions unless any such redemption or sinking fund provisions
are stated on the face hereof or on the face of any of the other
Notes, as the case may be, and then only under such terms as may
be so stated there. Any required notice of redemption or sinking
fund payments shall be given only to the Registered Holders of
Notes which bear provisions for such required redemption or
sinking fund payments, as the case may be.
3.A. If this is a Fixed Rate Note, the Company promises to pay
interest on the principal amount at the Rate of Interest
specified above from the Original Issue Date shown on the face
hereof, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, until the principal
hereof is paid or made available for payment,interest to be
payable in consecutive semi-annual payments on May 1
and November 1 of each year and at maturity, commencing on the
May 1 or November 1 next succeeding such Original Issue Date;
provided, however, that if such Original Issue Date is on or
after the Regular Record Date (defined herein below) and on or
before the next succeeding Interest Payment Date, interest
payments will commence on the Interest Payment Date following the
next succeeding Record Date (defined herein below). Interest
shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, 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 15
calendar days prior to the Interest Payment Date (the "Regular
Record Date")next preceding such Interest Payment Date; provided,
however, that the interest payable on the Interest Payment Date
occurring at maturity or earlier redemption will be payable to
the Person to whom principal shall be payable. Any such interest
not so punctually paid or duly provided for 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 special 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 Special Record Date. If this Note specifies
that it is an Original Issue Discount Note, the Company will pay
any defaulted interest at a rate equal to the Yield to Maturity
specified on the face hereof. An Original Issue Discount Note
shall be any Note issued with original issue discount for United
States federal income tax purposes.
3.B. If this is a Floating Rate Note, the Company
promises to pay interest on the principal amount at a rate per
annum equal to the Initial Interest Rate specified on the face
hereof until the first Interest Reset Date so specified following
the Original Issue Date so specified and thereafter at a rate
determined in accordance with the provisions herein below under
the heading "Determination of CD Rate," "Determination of
Commercial Paper Rate," "Determination of Federal Funds Rate,"
"Determination of LIBOR" or "Determination of Treasury Rate,"
depending upon whether the Interest Rate Basis so specified is CD
Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR or
Treasury Rate, until the principal hereof is paid or duly made
available for payment. The Company will pay interest monthly,
quarterly, semi-annually or annually as specified on the face
hereof under "Interest Payment Period," commencing with the first
Interest Payment Date so specified next succeeding the Original
Issue Date, and on the Maturity Date; provided, however, that if
the Original Issue Date occurs either between a Regular Record
Date and the next succeeding Interest Payment Date or on an
Interest Payment Date,interest payments will commence on the
Interest Payment Date following the next succeeding Regular
Record Date; unless otherwise provided on the face
hereof,interest will be payable: in the case of Floating Rate
Book-Entry Notes with a daily,weekly or monthly Interest Reset
Date, on the third Wednesday of each month or the third Wednesday
of March, June, September and December, as provided on the face
hereof;with a quarterly Interest Reset Date, on the third
Wednesday of March, June, September and December of each year;
with semi-annual Interest Reset Date, on the third Wednesday of
the two months provided on the face hereof; and with an annual
Interest Reset Date,on the third Wednesday of the month provided
on the face hereof, and provided further,however, that if an
Interest Payment Date would fall on a day that is not a day,
other than a Saturday or Sunday, on which banking institutions in
The City of New York (and,if the Interest Rate Basis specified
above is LIBOR, the City of London) are open for business (a
"Business Day"), such Interest Payment Date shall be the next
following day that is a Business Day, except that in case the
Interest Rate Basis is LIBOR, as specified on the face hereof, if
such date falls in the next calendar month, such Interest Payment
Date shall be the next preceding day that is a business Day.
Except as provided on the face hereof and in the Indenture
referred to herein, interest payments will be made on the
Interest Payment Dates specified on the face hereof. Interest on
this Note will accrue from the most recent date in respect of
which accrued interest has been paid or duly provided for or, if
no interest has been paid, from the Original Issue Date, until
the principal hereof has been paid or made available for payment.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of
business on the Regular Record Date; provided, however, that
interest payable at maturity or earlier redemption will be
payable to the Person to whom principal 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 hereof 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 the Special Record Date fixed by the
Trustee, not less than 10 days prior to the date for payment of
such defaulted interest, notice of which Special Record Date
shall be given to the Holder hereof not less than 15 days prior
to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture.
The interest payable hereon on each Interest Payment Date will
include accrued interest from the Original Issue Date or from the
last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date; provided,
however, that if the Interest Reset Period is daily or weekly,
the interest payable on each Interest Payment Date, other than
the Maturity Date,will include accrued interest from the Original
Issue Date or from but excluding the last date in respect of
which interest has been paid, as the case may be,to, and
including,the date which is 15 calendar days immediately
preceding such Interest Payment Date,and the interest payable on
the Maturity Date will include accrued interest from the Original
Issue Date or from the last date in respect of which interest has
been paid,as the case may be, to, but excluding, the Maturity
Date. Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. This
accrued interest factor shall be computed by adding the interest
factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor (expressed as a
decimal calculated to seven decimal places without rounding) for
each such day shall be computed by dividing the interest rate
applicable to such day by 360 if the Interest Rate Basis is CD
Rate, Commercial Paper Rate,Federal Funds Rate or LIBOR, as
indicated on the face hereof, or by the actual number of days in
the year if the Interest Rate Basis is Treasury Rate, as
indicated on the face hereof. The interest rate in effect on
each day will be (a) if such day is as Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to such Interest Reset Date or (b) if such day is not
an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to the next preceding
Interest Reset Date; provided, however, (i) the interest rate in
effect from the Original Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and (ii) the interest rate
in effect for the ten days immediately prior to the Maturity Date
will be that in effect on the tenth day preceding the Maturity
Date. Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate,if any, shown on the face
hereof. In addition, the interest rate hereon shall in no event
be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general application.
Commencing with the first Interest Reset Date specified on the
face hereof following the Original Issue Date and thereafter upon
each succeeding Interest Reset Date specified on the face hereof,
the rate at which interest on this Note is payable shall be
adjusted as specified on the face hereof under Interest Reset
Period; provided, however, that if any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next day that is a Business
Day, except that if the Interest Rate Basis is LIBOR and such
next Business Day is in the next succeeding calendar month such
Interest Reset Date shall be the immediately preceding Business
Day. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of
interest shall be the rate determined in accordance with the
provisions of the applicable heading below.
DETERMINATION OF CD RATE. If the Interest Rate Basis is CD Rate,
as indicated on the face hereof, said interest rate shall equal
(a)the rate on the Interest Determination Date specified on the
face hereof for negotiable certificates of deposit having the
Index Maturity (1) as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the
Board of Governors of the Federal Reserve System, under the
heading "CDs (Secondary Market)" or (2)if such rate is not so
published by 9:00 A.M., New York City time, on the Calculation
Date (as specified below) pertaining to such Interest
Determination Date, then as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S.Government Securities" under the heading
"Certificates of Deposit" or (b)if such rate is not published by
3:00 P.M., New York City time, on such Calculation Date, the
arithmetic mean (rounded to the nearest .01%, with .005% rounded
upwards), as calculated by the Calculation Agent, of the
secondary market offered rate as of 10:00 A.M., New York City
time, on such Interest Determination Date of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit
in New York City selected by the Calculation Agent for negotiable
certificates of deposit of major United States money center banks
of the highest credit standing in the market for negotiable
certificates of deposit with a remaining maturity closest to
the Index Maturity (as specified on the face hereof) in
a denomination of $5,000,000, in each of the above cases
adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof;provided,
however, that if such dealers are not quoting as mentioned
above, the interest rate in effect hereon until the Interest
Reset Date next succeeding the Interest Reset Date to which
such Interest Determination Date relates shall be the rate in
effect hereon on the Interest Determination Date next preceding
such Interest Reset Date.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate
Basis is Commercial Paper Rate, as indicated on the face
hereof,said interest rate shall equal (a) the Money Market Yield
(as defined herein) on the Interest Determination Date specified
on the face hereof for commercial paper having the Index Maturity
specified on the face hereof (1) as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication
of the Board of Governors of the Federal Reserve System, under
the heading "Commercial Paper", or (2) if such yield is not so
published by 9:00 A.M., New York City time, on the Calculation
Date (as specified below) pertaining to such Interest
Determination Date, then as published by the Federal
Reserve Bank of New York in its daily statistical release,
"Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Commercial Paper" or (b) if
neither of such yields is published by 3:00 P.M., New York City
time, on such Calculation Date, the Money Market Yield of the
arithmetic mean (rounded to the nearest .01%, with .005%
rounded upwards)of the offered rates, as of 11:00 A.M., New
York City time, on such Interest Determination Date, of three
leading dealers of commercial paper in The City of New York,
selected by the Calculation Agent, for commercial paper of the
Index Maturity specified on the face hereof placed for an
industrial issuer whose bond rating is AA or the equivalent,
from a nationally recognized rating agency, in each of the above
cases adjusted by the addition or subtraction of the Spread,
if any,specified on the face hereof, or by multiplication by
the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if such dealers are not quoting as
mentioned above, the interest rate in effect hereon until
the Interest Reset Date next succeeding the Interest Reset Date
to which such Interest Determination Date relates shall be the
rate in effect hereon on the Interest Determination Date next
preceding such Interest Reset Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest .01%, with .005% rounded
upwards), calculated in accordance with the following formula:
Money Market Yield = D X 360 X 100
------------
360 - (D X M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis
is Federal Funds Rate, as indicated on the face hereof, said
interest rate shall equal (a) the rate on the Interest
Determination Date specified on the face hereof for
Federal Funds (1) as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication of the
Board of Governors of the Federal Reserve System, under the
heading "Federal Funds (Effective)" or (2) if such rate is not so
published by 9:00 A.M., New York City time, on the
Calculation Date (as specified below) pertaining to such
Interest Determination Date, then as published by the Federal
Reserve Bank of New York in its daily statistical release,
"Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Federal Funds/Effective Rate" or
(b) if neither of such rates is published by 3:00 P.M., New
York City time, on such Calculation Date, the arithmetic mean
(rounded to the nearest .01%, with .005% rounded upwards), as
calculated by the Calculation Agent, of the rates for the last
transaction in overnight Federal funds arranged by three
leading brokers of Federal funds transactions in New York
City selected by the Calculation Agent as of 11:00 A.M., New
York City time, on such Interest Determination Date, in each of
the above cases adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof,or by multiplication
by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if such brokers are not quoting as
mentioned above, the interest rate in effect hereon
until the Interest Reset Date next succeeding the Interest
Reset Date to which such Interest Determination Date relates
shall be the rate hereon in effect on the Interest Determination
Date next preceding such Interest Reset Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis is LIBOR, as
indicated on the face hereof, said interest rate shall equal
either (a) if the method of calculation of LIBOR is specified
on the face hereof to be "LIBOR - Reuters" or,if no method of
calculation of LIBOR is specified, the arithmetic mean (rounded
upwards, if necessary, to the nearest one-sixteenth of
one percent) as calculated by the Calculation Agent of offered
rates for deposits in U.S.dollars having the Index Maturity
specified on the face hereof, commencing on the second day on
which dealings in deposits in U.S. dollars are transacted in
the London interbank market(a "London Business Day")
immediately following the Interest Determination Date
specified on the face hereof which appear on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on such Interest
Determination Date,adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the
face hereof, or (b)if the method of calculation of LIBOR is
specified on the face hereof to be "LIBOR - Telerate" the rate
for deposits in U.S. Dollars having the Index Maturity specified
on the face hereof which appears on the Telerate Page 3750 or
such other page which may replace Telerate Page 3750 on that
service for the purpose of displaying London interbank offered
rates of major banks (the "Telerate Page") as of 11:00 A.M.,
London time, on such Interest Determination Date, adjusted by the
addition or subtraction of the Spread, if any,specified on the
face hereof or by multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that if
less than two such offered rates appear, in the case of
alternative (a) above, or if such rate does not appear on the
Telerate Page, in the case of alternative (b) above, the
Calculation Agent shall request the principal London office of
each of four major banks in the London interbank market selected
by the Calculation Agent to provide a quotation of a rate at
which deposits in U.S. Dollars are offered by each such bank to
prime banks in the London interbank market at approximately 11:00
A.M., London time, on such Interest Determination Date having the
Index Maturity specified on the face hereof commencing on the
second London Business Day immediately following such Interest
Determination Date and in a principal amount equal to an amount
not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time. Such rate of
interest hereon shall equal the arithmetic mean (rounded
upwards, if necessary, to the nearest one-sixteenth of a percent)
of (a) such quotations, if at least two quotations are
provided, or (b)if less than two quotations are provided, the
rates quoted at approximately 11:00 A.M., New York City time,
on such Interest Determination Date by three major banks in The
City of New York selected the Calculation Agent for loans in
U.S.Dollars to leading European banks having the Index
Maturity specified on the face hereof commencing on the second
London Business Day immediately following such Interest
Determination Date and in a principal amount as aforesaid,
in either case, adjusted by the addition or subtraction of the
Spread, if any,specified on the face hereof or by multiplication
by the Spread Multiplier, if any, specified on the face hereof;
provided, however, that if the three banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned above,
LIBOR shall be LIBOR in effect on such Interest Determination
Date.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis
is Treasury Rate, as indicated on the face hereof, said
interest rate shall equal the rate for the most recent auction of
direct obligations of the United States("Treasury bills")
having the Index Maturity shown on the face hereof as published
by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519),Selected Interest Rates" or any
successor publication of the Board of Governors of the Federal
Reserve System, under the heading "Treasury bills- auction
average(investment)" on the Interest Determination Date specified
on the face hereof or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date (as specified below)
pertaining to such Interest Determination Date,the auction
average rate (expressed as a bond equivalent, rounded to the
nearest .01% with .005% rounded upwards, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
as otherwise announced by the United States Department of the
Treasury, in either case, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof,or, by
multiplication by the Spread Multiplier, if any, specified on the
face hereof. In the event that the results of the auction of
Treasury bills having the Index Maturity shown on the face hereof
are not published or reported as provided above by 3:00 P.M., New
York City time,on such Calculation Date or if no such auction is
held in a particular week, then the rate of interest hereon shall
be calculated by the Calculation Agent and shall be a yield to
maturity(expressed as a bond equivalent, rounded to the
nearest .01% with .005% rounded upwards, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 P.M., New York City time, on such
Interest Determination Date of three leading primary United
States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining
maturity closest to the Index Maturity shown on the face
hereof, adjusted by the addition or subtraction of the Spread,
if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof;
provided,however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this
sentence, the interest rate hereon with respect to such Interest
Determination Date shall be the rate in effect hereon with
respect to the next preceding Interest Determination Date. The
Calculation Date pertaining to an Interest Determination Date
shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if any such day is not a Business
Day, the next succeeding Business Day or(ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date(or date of redemption or repayment) as the case may be.
CitiBank, N.A. shall
initially be the Calculation Agent. The Calculation Agent shall
calculate the interest rate hereon in accordance with the
foregoing and will confirm in writing such calculation to the
Trustee and any Paying Agent immediately after each
determination. Neither the Trustee nor any Paying Agent shall be
responsible for any such calculation. At the request of the
Holder hereof, the Trustee will provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the
interest rate which will become effective as of the next Interest
Reset Date.
4. In case an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal hereof may be
declared due and payable in the manner and with the effect
provided in the Indenture. If the principal of any Original
Issue Discount Note is declared to be due and payable, the amount
of principal due and payable with respect to such Note shall be
limited to the sum of the aggregate principal amount of such Note
multiplied by the Issue Price(expressed as a percentage of the
aggregate principal amount) indicated on the face hereof plus the
original issue discount accrued from the Original Issue Date
indicated on the face hereof but excluding the date of
acceleration, which accrual shall be calculated using
the"interest method" (computed in accordance with generally
accepted accounting principles) in effect on the date of
acceleration.
5. 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 Holder 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. As used in this
paragraph the term "principal amount" means in the case of any
Original Issue Discount Note the amount that would then be due
and payable upon acceleration of the Maturity thereof, as
specified in this Note.
6. 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.
7. 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 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.
8. The Notes are issuable only in registered form without
coupons in minimum denominations of $100,000 and in integral
multiples of $1,000 for any amount in excess of the minimum
denomination. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable
for a like aggregate principal amount of Notes of like terms,
provisions and tenor and of different authorized denominations,
as requested by the Holder surrendering the same.
9. 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 therewith.
10. Certain terms used in this Note which are defined in the
Indenture have the meanings set forth therein.
11. THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
12. 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.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
Please Insert Social Security or other Identifying Number
of Assignee
- --------------------------------------------------------------
Please print or typewrite name and address of assignee
- ----------------------------------------------------------- the
within Note of ASSOCIATES CORPORATION OF NORTH AMERICA and hereby
does irrevocably constitute and appoint
- -----------------------------------------------------,Attorney,
to transfer the said Note on the books of the within-mentioned
Company, with full power of substitution in the premises.
Dated:
-------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of the Note in every
particular without alteration or
enlargement or any change whatever.
