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, A NEW YORK
CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR TO DTC OR A NOMINEE OF SUCH
SUCCESSOR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. _____ $200,000,000
CUSIP: 02635K CK 8
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
5 3/4% SENIOR NOTE DUE NOVEMBER 1, 2003
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 November 1, 2003 (the "Maturity Date")
and to pay interest thereon from November 4, 1998 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 1 and November 1 (each an
"Interest Payment Date") in each year commencing on May 1,
1999, and on the Maturity Date, at the rate of 5 3/4% 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, 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 to such next succeeding Business Day.
"Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in the City of Chicago or the Borough of
Manhattan, 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 April 15
or October 15 (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 Chicago or the Borough of
Manhattan, 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.
This 5 3/4% Senior Note due November 1, 2003
(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 May 1,
1997 (herein called the "Indenture") between the Company
and The First National Bank of Chicago, 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
a majority in aggregate 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 aggregate 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, 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 ILLINOIS.
Unless the Certificate of Authentication hereon has
been executed by The First National Bank of Chicago, 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.
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: ______________________
Robert A. Cole
Senior Vice President
and Chief Financial
Officer
By: ______________________
Bryan A. Binyon
Treasurer
Date: November 4, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ________________________________
Authorized Officer
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.
_________________________________________________
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.