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. 001 $200,000,000
CUSIP: 02635K CL 6
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
5 7/8% SENIOR NOTE DUE DECEMBER 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 December
15, 2005 (the "Maturity Date") and to pay interest thereon
from December 10, 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 June 15
and December 15 (each an "Interest Payment Date") in each
year commencing on June 15, 1999, and on the Maturity Date,
at the rate of 5 7/8% 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 June 1 or December 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 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 7/8% Senior Note due December 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 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: December 10, 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.