Exhibit 4(b)
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
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 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 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 SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. 001 $75,000,000
CUSIP: 02635KCR3 ISIN: US02635KCR32
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
4.411% SENIOR NOTE DUE NOVEMBER 30, 2007
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 SEVENTY-FIVE MILLION DOLLARS on November 30, 2007 (the
"Maturity Date") and to pay interest thereon from November 20, 2002, 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 30 and November
30 (each an "Interest
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Payment Date") in each year commencing on May 30, 2003, and on the Maturity
Date, at the rate of 4.411% 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 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 May 15 or November 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest") 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 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 4.411% Senior Note due November 30, 2007 (the "Note") 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, 1999 (herein called the "Indenture")
between the Company and Citibank, N.A., 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.
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This Note is not subject to repayment, as a whole or in part, at the
option of the Holder prior to the Maturity Date. This Note is not subject to any
sinking fund.
This Note may be redeemed in whole at any time or in part from time to
time, at the option of the Company, at a redemption price equal to the greater
of (i) 100% of the principal amount of this Note then outstanding to be
redeemed; or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on this Note corresponding to the principal
amount hereof to be redeemed (not including any portion of such payments of
interest accrued to the date of redemption) discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable treasury rate (as defined in the Officers' Certificate
setting forth the terms of this Note) plus 20 basis points; plus, in each case,
accrued and unpaid interest on the principal amount of this Note being redeemed
to the redemption 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.
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As provided in the Indenture, and subject to certain limitations
therein set forth and on the first page hereof, 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.
If (i) DTC is at any time unwilling, unable or ineligible to continue
as depository and a successor depository is not appointed by the Company within
90 days, (ii) the Company executes and delivers to the Trustee a Company Order
to the effect that this Note shall be exchangeable or (iii) an Event of Default
has occurred and is continuing with respect to the Notes, this Note shall be
exchangeable for notes in definitive form of like tenor and of an equal
aggregate principal amount, in authorized denominations. Such definitive Notes
shall be registered in such name or names as DTC shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
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 NEW YORK.
Unless the Certificate of Authentication hereon has been executed by or
on behalf of Citibank, N.A., the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one
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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:
---------------------------------
Bryan A. Binyon
Vice President and Treasurer
By:
---------------------------------
David M. McManigal
Assistant Treasurer
Date: November 20, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
---------------------------------
Authorized Signatory
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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 --
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(Cust)
Custodian
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(Minor)
Under Uniform Gifts to Minors Act
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(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
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Please print or typewrite name and address including postal zip code and
telephone number of assignee
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing attorney to
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transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
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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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