EXHIBIT 4(b)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED UPON SUCH
TRANSFER OR EXCHANGE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY 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 PRINCIPAL AMOUNT
No. 001 $200,000,000
CUSIP: 02635K BZ 6
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
7 1/4% SENIOR NOTE DUE MAY 15, 2005
AMERICAN GENERAL FINANCE CORPORATION, a corporation duly organized and
existing under the laws of the State of Indiana (the "Company", which term
includes any successor corporation under the Indenture referred to herein),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED MILLION DOLLARS on May 15, 2005 (the
"Maturity Date") and to pay interest thereon from May 12, 1995, or from the
most recent Interest Payment Date (hereinafter defined) to which interest has
been paid or duly provided for, semiannually in arrears on May 15 and November
15 (each an "Interest Payment Date") in each year commencing on November 15,
1995, and on the Maturity Date, at the rate of 7 1/4% per annum, until the
principal hereof is paid or duly provided for.
Interest payments on this Note will be computed on the basis of a 360-day
year consisting of twelve 30-day months. If any date for the payment of
principal, premium, if any, or interest on this Note (each a "Payment Date")
falls on a day which is not a Business Day (as defined below), the principal,
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premium, if any, or interest payable with respect to such Payment Date will be
paid on the next succeeding Business Day with the same force and effect as if
made on such Payment Date, and no interest shall accrue on the amount so
payable for the period from and after such Payment Date. "Business Day" means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in The City of New York are authorized or obligated
by law or executive order to close.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered in the Security Register at
the close of business on the Regular Record Date for such interest payment,
which shall be the May 1 or November 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. 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 in the Security Register at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not less than ten
(10) days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal, premium, if any, and interest on this Note will
be made in immediately available funds at the office or agency of the Company
maintained for such purpose in The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.
Reference is hereby made to the further provisions of this Note set forth
after the Trustee's Certificate of Authentication, 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
Chase Manhattan Bank (National Association), the Trustee under the Indenture,
or its successor thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal or a facsimile
thereof to be imprinted hereon.
AMERICAN GENERAL FINANCE CORPORATION
[Seal]
By: ________________________________
Philip M. Hanley
Senior Vice President and Chief
Financial Officer
By: ________________________________
Bryan A. Binyon
Treasurer
Date: May 12, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK (National Association),
as Trustee
By: ________________________________
Authorized Officer
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AMERICAN GENERAL FINANCE CORPORATION
7 1/4% SENIOR NOTE DUE MAY 15, 2005
This 7 1/4% Senior Note due May 15, 2005 (collectively, the "Notes") is
one of a duly authorized issue of senior debt securities (hereinafter called
the "Securities") of the Company, issued and to be issued in one or more
series under an Indenture dated as of October 1, 1994 (herein called the
"Indenture") between the Company and The Chase Manhattan Bank (National
Association), as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto and the Officers' Certificate setting forth the terms of
this series of Securities reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders, and the terms upon which the Notes
are, and are to be, authenticated and delivered.
The Notes are not subject to redemption, as a whole or in part, at the
option of the Company or repayment at the option of the Holder prior to the
Maturity Date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect and subject to the conditions provided in the
Indenture.
Subject to certain exceptions, the Indenture permits the Company and the
Trustee to enter into one or more supplemental indentures, with the consent of
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indentures, for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of Securities of such series. The Indenture
also permits the Holders of a majority in principal amount of the Outstanding
Securities of any series, 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. 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 registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose,
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duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes having the same terms as this Note, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein or herein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of
different authorized denominations, having the same terms as this Note.
No service charge will be made for any such registration of 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.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not any payment with respect to this
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All capitalized terms used in this Note but not defined in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture; and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
THIS NOTE, INCLUDING THE VALIDITY HEREOF, AND THE INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA,
EXCEPT THAT THE RIGHTS, LIMITATIONS OF RIGHTS, OBLIGATIONS, DUTIES AND
IMMUNITIES OF THE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ______________________________________________
(Cust)
Custodian ______________________________________________
(Minor)
Under Uniform Gifts to Minors Act
______________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
_________________________________________________
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
Please print or typewrite name and address including postal zip code and
telephone number of assignee
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________________________attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________ _________________________________
NOTICE: The signature on this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
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