Exhibit 4(b)
[SPECIMEN]
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 FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY 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 TRUST
COMPANY, A NEW YORK CORPORATION ("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 SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS 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.
CUSIP:
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
INCOMENOTE
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
STATED MATURITY: INITIAL REDEMPTION PERCENTAGE:
INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION:
ORIGINAL ISSUE DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE
(expressed as a
[ ] Yes percentage of
[ ] No aggregate principal
amount):
SPECIFIED CURRENCY (If other than U.S. dollars):
EXCHANGE RATE AGENT (If Specified Currency is other than U.S. dollars):
AUTHORIZED DENOMINATIONS (If other than U.S.$1,000 and integral multiples
thereof):
INTEREST PAYMENT DATE(S): ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OPTIONAL REPAYMENT DATE(S): OTHER PROVISIONS:
SURVIVOR'S OPTION:
[ ] Yes
[ ] No
AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (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 amount specified above in the currency
specified above (the "Specified Currency") on the Stated Maturity specified
above (except to the extent redeemed, repaid or accelerated prior to the Stated
Maturity), and to pay interest thereon in the Specified Currency at the Interest
Rate per annum specified above, computed on the basis of a 360-day year
consisting of twelve 30-day months, until the principal hereof is paid or duly
made available for payment. References herein to "this Note", "hereof", "herein"
and comparable terms shall include an Addendum hereto if an Addendum is
specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, unless the Original Issue Date occurs after
a Regular Record Date (as defined below) and on or before the next succeeding
Interest Payment Date, in which case commencing on the second Interest Payment
Date succeeding the Original Issue Date, and on the Stated Maturity or any
Redemption Date or Optional Repayment Date (each as defined below) (the date of
each such Stated Maturity, Redemption Date and Optional Repayment Date and the
date on which principal is due and payable by acceleration pursuant to the
Indenture (as defined below) being referred to hereinafter as a "Maturity" with
respect to principal payable on such date). Interest on this Note will accrue
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from and including the Original Issue Date specified above, to but
excluding the applicable Interest Payment Date or Maturity, as the case may be,
until the principal hereof has been paid or duly made available for payment. If
the Maturity or an Interest Payment Date (each a "Payment Date") falls on a day
that is not a Business Day (as defined below), principal, premium, if any, and
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 with respect to such payment for the
period from and after such Payment Date. 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 at the close of business on the Regular Record Date for such Interest
Payment Date (the "Holder"), which shall be the fifteenth calendar day (whether
or not a Business Day) next preceding such Interest Payment Date. Any such
interest which is payable but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the 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 for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 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.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
Notes denominated in a currency other than U.S. dollars, the day must also not
be a day on which commercial banks are authorized or required by law, regulation
or executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
Euro, the day must also be a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open).
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"Principal Financial Center" means the capital city of the country issuing the
Specified Currency; provided, however, that with respect to U.S. dollars,
Australian dollars, Canadian dollars, Euro, South African rand and Swiss francs,
the Principal Financial Center shall be The City of New York, Sydney, Toronto,
London, Johannesburg and Zurich, respectively.
The principal hereof and any premium and interest hereon are payable by
the Company in the Specified Currency shown above. If the Specified Currency of
this Note is U.S. dollars, then payment of the principal, premium, if any, and
interest on this Note will be made by wire transfer of such money of the United
States of America as at the time of payment shall be legal tender for payment of
public and private debts to an account specified by the Holder for such purpose.
If the Specified Currency of this Note is other than U.S. dollars, the Exchange
Rate Agent specified above or a successor thereto (the "Exchange Rate Agent")
will (unless otherwise specified herein) arrange to convert all payments in
respect hereof into U.S. dollars in the manner described below. However, the
Holder hereof may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect hereof in the Specified
Currency by delivery of a written request to the Trustee at its corporate trust
office in The City of New York on or prior to the fifth Business Day after the
applicable record date or at least ten calendar days prior to the Maturity, as
the case may be. Such request may be mailed or hand delivered or sent by cable,
telex or other form of facsimile transmission. Such election will remain in
effect until revoked by written notice delivered to the Trustee on or prior to
the fifth Business Day after the applicable record date or at least ten calendar
days prior to the Maturity, as the case may be.
If the Specified Currency is other than U.S. dollars and the Holder
fails to elect payment in such Specified Currency, the amount of any U.S. dollar
payments to be made in respect hereof will be determined by the Exchange Rate
Agent in the morning of the day that would be considered the date for "spot"
settlement of such Specified Currency on the applicable Payment Date in
accordance with market convention (generally two New York Business Days (as
defined below) prior to the Payment Date) at the market rate determined by the
Exchange Rate Agent to accomplish the conversion on that Payment Date of the
aggregate amount of the Specified Currency payable on this Note (and any other
Note with similar terms and bearing the same CUSIP number) to be converted into
U.S. dollars. "New York Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York. All currency exchange costs will be borne by the Holder hereof
by deductions from such U.S. dollar payments.
Except as set forth below, if any payment in respect hereof is required
to be made in a Specified Currency other than U.S. dollars and such currency is
unavailable to the Company due to the imposition of governmental exchange
controls or other circumstances beyond the Company's control or is no longer
used by the government of the country issuing such currency (unless replaced by
the Euro) or for the settlement of transactions by public institutions of or
within the international banking community, then such payment shall be made in
U.S. dollars until such currency is again available to the Company or so used.
In the event of such unavailability of the Specified Currency, the Company will
be entitled to satisfy its obligations to the Holder by making payments in U.S.
dollars on the basis of the Market Exchange Rate (as defined below), computed by
the Exchange Rate Agent, on the second Business Day prior to the particular
payment or, if the Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate. The "Market Exchange Rate" for
a Specified Currency other than U.S. dollars means the noon dollar buying rate
in The City of New York for cable transfers for the Specified Currency as
certified for customs purposes (or, if not so certified, as otherwise
determined) by the
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Federal Reserve Bank of New York. Any payment in respect of this Note made in
U.S. dollars under such circumstances will not constitute an Event of Default
under the Indenture.
All determinations made by the Exchange Rate Agent will be at its sole
discretion (except to the extent expressly provided that any determination is
subject to approval by the Company) and, in the absence of manifest error, will
be conclusive for all purposes and binding on the Holder of this Note, and the
Exchange Rate Agent will have no liability therefor.
If the principal of and any interest and premium, if any, on
this Note is payable in a Specified Currency other than U.S. dollars and the
issuing country of such Specified Currency becomes a Participating Member State
(as defined below), then the Company may, solely at its option and without the
consent of the Holder of this Note or the need to amend the Indenture or this
Note, on any Interest Payment Date occurring after the date on which such
country has become a Participating Member State (such Interest Payment Date, a
"Redenomination Date"), redenominate this Note into Euro upon the giving of not
less than 30 days' notice thereof to the Holder of this Note, which notice shall
set forth the manner in which such redenomination shall be effected. If the
Company elects to redenominate this Note, the election to redenominate will have
effect as follows:
1. the Specified Currency will be deemed to be redenominated
in such amount of Euro as is equivalent to its denomination or the amount of
interest so specified in the Specified Currency at the Fixed Conversion Rate (as
defined below) adopted by the Council of the European Union for the Specified
Currency, rounded down to the nearest Euro 0.01;
2. after the Redenomination Date, all payments in respect of
this Note, other than payments of interest in respect of periods commencing
before the Redenomination Date, will be made solely in Euro as though references
in this Note to the Specified Currency were to Euro. Payments will be made in
Euro by credit or transfer to a Euro account (or any other account to which Euro
may be credited or transferred) specified by the Holder, or at the option of the
Holder, by a Euro cheque;
3. if interest hereon for any period ending on or after the
Redenomination Date is required to be calculated for a period of less than one
year, it will be calculated on the basis of the applicable fraction specified
herein; and
4. such other changes shall be made to the terms of this Note
as the Company may decide, after consultation with the Trustee, and as may be
specified in the notice, to conform them to conventions then applicable to debt
securities denominated in Euro or to enable this Note to be consolidated with
other notes, whether or not originally denominated in the Specified Currency or
Euro. Any such other changes will not take effect until after they have been
notified to the Holder.
The definition of Business Day that shall apply for payments on or in
respect hereof following any redenomination hereof and for all other purposes
under this Note and under the Indenture shall be (A) the business day definition
for fixed rate Euro-denominated debt obligations issued in the Euromarkets and
held in international clearing systems which are consistent with existing or
anticipated market practices as determined by the Company or (B) if no such
business day definition is so determined, the definition of business day which
applied to this Note before redenomination or (C) if the Company would be unable
to make payments on this Note on the date that payment is expressed to be due if
(B) above were to apply, such other business day definition as is determined by
the Company.
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"Fixed Conversion Rate" with respect to any Specified Currency means
the irrevocably fixed conversion rate between the Euro and such Specified
Currency adopted by the Council of the European Union according to Article 109
(4), first sentence, of the Treaty of Rome (as defined below).
"Participating Member State" means a member state of the European Union
that adopts the Euro in accordance with the Treaty of Rome.
"Treaty of Rome" means the Treaty of Rome of March 25, 1957, as amended
by the Single European Act of 1986 and the Maastricht Treaty (as defined below),
establishing the European Community, as amended from time to time.
"Maastricht Treaty" means the Treaty on European Union which was signed
in Maastricht, the Netherlands, on February 1, 1992 and came into force on
November 1, 1993;
Except as provided herein with respect to the redenomination of this
Note into Euro, the occurrence or non-occurrence of an EMU Event (as defined
below) or the entry into force of any law, regulation, directive or order
requiring redenomination to be undertaken on terms different than those
described herein, will not have the effect of altering any term of, or
discharging or excusing performance under, the Indenture or this Note nor give
the Company, the Trustee or the Holder of this Note, the right unilaterally to
alter or terminate the Indenture or this Note or give rise to any Event of
Default or otherwise be the basis for any acceleration, early redemption,
rescission, notice, repudiation, adjustment or renegotiation of the terms of the
Indenture or this Note. The occurrence or non-occurrence of an EMU Event will be
considered to occur automatically pursuant to the terms of this Note. For
purposes hereof, "EMU Event" means any event associated with the Economic
Monetary Union as contemplated by the Treaty of Rome in the European Community,
including, without limitation, each (and any combination) of (i) the fixing of
exchange rates between the currency of a Participating Member State and the Euro
or between the currencies of Participating Member States; (ii) the introduction
of the Euro as lawful currency in a Participating Member State; (iii) the
withdrawal from legal tender of any currency that, before the introduction of
the Euro, was lawful currency in any of the Participating Member States; or (iv)
the disappearance or replacement of a relevant rate option or other price source
for the national currency of any Participating Member States, or the failure of
the agreed price or rate sponsor or screen provider (or any successor thereof)
to publish or display a relevant rate, index, price, page or screen.
In the event that the issuing country of the Specified Currency, or, in
the case of the Euro, the European Union, officially redenominates the Specified
Currency into, or replaces it with, a currency other than the Euro, then the
Company's obligations with respect to payments on this Note shall be deemed,
immediately following such redenomination, to provide for payment of that amount
of redenominated currency representing the amount of the Company's obligations
immediately prior to such redenomination (by application of the fixed conversion
rate adopted for such purpose by such country, or the European Union, as the
case may be). Except as set forth above, in no event shall any adjustment be
made to any amount payable with respect to this Note as a result of any change
in the value of the Specified Currency relative to any other currency due solely
to fluctuations in exchange rates.
This Note is one of a series of IncomeNotes (collectively, the "Notes")
constituting a duly authorized issue of debt securities (hereinafter called the
"Securities") of the Company issued and to be issued under an Indenture dated as
of May 1, 1999 (herein called the "Indenture") between the
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Company and Citibank, N.A., as Trustee (herein, the "Trustee", which term shall
include 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 may bear different
dates, mature at different times, bear interest at different rates, be subject
to different redemption or repayment provisions and may otherwise vary, all as
provided in the Indenture and in such Officers' Certificate.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its Interest Payment Dates, the Stated
Maturity, the Specified Currency, any redemption or repayment provisions, or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified on the first page hereof or as set forth under
"Other Provisions" if so set forth on the first page hereof.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may become 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 of 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.
If so provided on the first page of this Note, this Note may be
redeemed by the Company prior to its Stated Maturity on and after the Initial
Redemption Date, if any, specified on the first page hereof (the "Redemption
Date"). If no Initial Redemption Date is set forth on the first page hereof,
this Note may not be redeemed at the option of the Company prior to the Stated
Maturity. On and after the Initial Redemption Date, if any, this Note may be
redeemed at any time in whole or from time to time in part in increments of
$1,000 (or such other Specified Currency denomination as may be indicated
herein), provided that any remaining principal amount shall be an authorized
denomination, at the option of the Company at the applicable Redemption Price
(as defined below) together with interest thereon payable to the Redemption
Date, on written notice given to the Holder hereof not more than 60 nor less
than 30 days prior to the Redemption Date. In
6
the event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
If applicable, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the first page hereof, of the principal
amount of this Note to be redeemed and shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction, if any,
specified on the first page hereof, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
If so provided on the first page of this Note, this Note will be
subject to repayment at the option of the Holder hereof prior to its Stated
Maturity on the Optional Repayment Date(s), if any, indicated on the first page
hereof. If no Optional Repayment Date is set forth on the first page hereof,
this Note will not be repayable at the option of the Holder hereof prior to the
Stated Maturity. On any Optional Repayment Date, this Note will be repayable in
whole or in part in increments of $1,000 (or such other Specified Currency
denomination as may be indicated herein), provided that any remaining principal
amount shall be an authorized denomination, at the option of the Holder hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the Optional Repayment Date, on notice
given by such Holder and received by the Company not more than 45 nor less than
30 days prior to the Optional Repayment Date. In the event of repayment of this
Note in part only, a new Note for the portion hereof not repaid shall be issued
in the name of the Holder hereof upon the surrender hereof. Any such notice
shall be delivered to the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City of New York, and shall be duly
executed by the Holder hereof or by his attorney duly authorized in writing.
Such notice shall consist of this Note with the form set forth below entitled
"Option to Elect Repayment" duly completed. Such notice duly received by the
Company shall be irrevocable. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any Note for repayment
will be determined by the Company, whose determination will be final and
binding.
If so provided on the first page of this Note, the Holder of this Note
shall have the option to elect repayment of this Note in the event of the death
of the beneficial owner of this Note (the "Survivor's Option"). This paragraph
and the four paragraphs following this paragraph shall apply only if the
Survivor's Option is so provided. If the Survivor's Option is so provided, the
Company shall, at its option, repay this Note (or portion thereof) properly
tendered for repayment by or on behalf of the person (the "Representative") that
has authority to act on behalf of the deceased owner of the beneficial interest
in this Note under the laws of the appropriate jurisdiction (including without
limitation, the personal representative, executor, surviving joint tenant or
surviving tenant by the entirety of such deceased beneficial owner) at a price
equal to 100% of the principal amount of the beneficial interest of the deceased
owner in this Note plus accrued and unpaid interest to the date of such
repayment (or, if this is a zero-coupon Note, at a price equal to the amortized
face amount on the date of such repayment), subject to the following
limitations. The Survivor's Option may not be exercised until 12 months
following the Original Issue Date. In addition, the Company may, in its sole
discretion, limit the aggregate principal amount of Notes (or portions thereof)
as to which exercises of the Survivor's Option shall be accepted in any calendar
year (the "Annual Put Limitation") to one percent (1%) of the outstanding
aggregate principal amount of the Notes as of the end of the most recent fiscal
year, but in any event not less than $1,000,000 in any such calendar year (or,
in each case, the equivalent amount in one or more foreign currencies, including
the Euro, or any composite currency). The Annual Put Limitation may be a greater
amount as the Company in its sole discretion may determine for any calendar
year. In addition, the Company may limit to $200,000 (or
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the equivalent amount in one or more foreign currencies, including the Euro, or
any composite currency), or such greater amount as the Company in its sole
discretion may determine for any calendar year, the aggregate principal amount
of Notes (or portions thereof) as to which exercise of the Survivor's Option
will be accepted in such calendar year with respect to any individual deceased
owner of beneficial interests in Notes with the Survivor's Option (the
"Individual Put Limitation"). The Company shall not make principal repayments
pursuant to the exercise of the Survivor's Option in amounts that are less than
$1,000 (or such other authorized denomination in such other specified currency
as described in the applicable pricing supplement). If the limitations described
above would result in the partial repayment of this Note, the principal amount
of this Note remaining outstanding after repayment must be at least $1,000 (or
such other authorized denomination in such other specified currency as described
in the applicable pricing supplement). Other than as described in the
immediately following paragraph, exercise of the Survivor's Option shall be
irrevocable.
Each Note with the Survivor's Option (or portion thereof) that is
tendered pursuant to a valid exercise of the Survivor's Option shall be accepted
promptly in the order all such Notes are tendered, except for any Note (or
portion thereof) the acceptance of which would contravene (i) the Annual Put
Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with
respect to the relevant individual deceased owner of beneficial interests
therein. If, as of the end of any calendar year, the aggregate principal amount
of Notes (or portions thereof) that have been accepted pursuant to exercise of
the Survivor's Option during such year has not exceeded the Annual Put
Limitation, if applied, for such year, any exercise(s) of the Survivor's Option
with respect to Notes (or portions thereof) not accepted during such calendar
year because such acceptance would have contravened the Individual Put
Limitation, if applied, with respect to an individual deceased owner of
beneficial interests therein shall be accepted in the order all such Notes (or
portions thereof) were tendered, to the extent that any such exercise would not
trigger the Annual Put Limitation for such calendar year. If accepted for
payment pursuant to exercise of the Survivor's Option, this Note (or any portion
hereof) shall be repaid no later than the first June 15 or December 15 to occur
20 or more calendar days after the date of such acceptance. This Note (or any
portion hereof) tendered for repayment that is not accepted in any calendar year
due to the application of the Annual Put Limitation shall be deemed to be
tendered in the following calendar year in the order in which all Notes with the
Survivor's Option (or portions thereof) were originally tendered, unless any
such Note (or portion thereof) is withdrawn by the Representative for the
deceased beneficial owner prior to its repayment. In the event that this Note
(or any portion hereof) tendered for repayment pursuant to the valid exercise of
the Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the Holder hereof at its last known address as indicated in
the Security Register of the Company, that states the reason this Note (or
portion hereof) has not been accepted for payment.
Subject to the foregoing, in order for a Survivor's Option to be
validly exercised with respect to this Note (or portion hereof), the Trustee
must receive from the Representative of the deceased beneficial owner (i) a
written request for repayment signed by the Representative, and such signature
must be guaranteed by a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. (the "NASD") or a
commercial bank or trust company having an office or correspondent in the United
States, (ii) tender of this Note (or portion to be repaid hereof), (iii)
appropriate evidence satisfactory to the Trustee that (A) the Representative has
authority to act on behalf of the deceased beneficial owner, (B) the death of
such beneficial owner has occurred and (C) the deceased was the owner of a
beneficial interest in this Note at the time of death, (iv) if applicable, a
properly executed assignment or endorsement, and (v) if the beneficial interest
in this Note is held by a nominee of the deceased beneficial owner, a
certificate satisfactory to the Trustee from such nominee attesting to the
deceased's ownership of a beneficial interest this Note.
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Subject to the Annual Put Limitation and the Individual Put Limitation, all
questions as to the eligibility or validity of any exercise of the Survivor's
Option will be determined by the Trustee, in its sole discretion, which
determination shall be final and binding on all parties.
The death of a person owning a beneficial interest in this Note in
joint tenancy or tenancy by the entirety with another or others shall be deemed
the death of the beneficial owner of such interest, and the entire principal
amount of this Note so held shall be subject to repayment, together with
interest accrued thereon to the repayment date. The death of a person owning a
beneficial interest in this Note by tenancy in common shall be deemed the death
of a person owning a beneficial interest in this Note only with respect to the
deceased beneficial owner's interest in this Note so held by tenancy in common;
except that in the event a beneficial interest in this Note is held by husband
and wife as tenants in common, the death of either shall be deemed the death of
the beneficial owner of such interest, and the entire principal amount of this
Note so held shall be subject to repayment. The death of a person who, during
his or her lifetime, was entitled to substantially all of the beneficial
interests of ownership of this Note shall be deemed the death of the beneficial
owner for the purpose of this provision, regardless of the registered Holder, if
such beneficial interest can be established to the satisfaction of the Trustee.
Such beneficial interest shall be deemed to exist in typical cases of street
name or nominee ownership, ownership by a trustee, ownership under the Uniform
Gifts to Minors Act and community property or other joint ownership arrangements
between a husband and wife and trust arrangements where one person has
substantially all of the beneficial ownership interest in this Note during his
or her lifetime.
For so long as this Note is a Global Security, DTC or its nominee shall
be the Holder of this Note and shall be the only entity that can exercise the
Survivor's Option for the beneficial owners of interests in this Note. To
exercise the Survivor's Option with respect to this Note, the Representative
must provide to the broker or other entity through which the beneficial interest
in this Note is held by the deceased owner (i) the documents described in
clauses (i) and (iii) of the second preceding paragraph and (ii) instructions to
such broker or other entity to notify DTC of such Representative's desire to
obtain repayment pursuant to exercise of the Survivor's Option. Such broker or
other entity shall provide to the Trustee (i) the documents received from the
Representative referred to in clause (i) of the preceding sentence and (ii) a
certificate satisfactory to the Trustee from such broker or other entity stating
that it represents the deceased beneficial owner. Such broker or other entity
shall be responsible for disbursing any payments it receives pursuant to
exercise of the Survivor's Option to the appropriate Representative.
This Note is not subject to any sinking fund.
As provided in the Indenture, and subject to certain limitations set
forth therein 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 in the Borough of Manhattan, The City of New York, 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 integral multiples thereof (or such other Specified
Currency denomination as may be indicated
9
herein). 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 having the same terms as this Note, of different authorized
denominations, as requested by the Holder surrendering the same. If (i) the
Depository is at any time unwilling or unable 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 the Depository 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 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 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.
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 for this Note 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.
10
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
AMERICAN GENERAL FINANCE CORPORATION
[Seal]
By:_______________________________________
By:_______________________________________
Date:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Citibank, N.A.
as Trustee
By:____________________________________________________________________
Authorized Signatory
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof, together with interest to
the repayment date, to the undersigned, at
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER
- --------------------------------------------------------------------------------
(Please Print or Typewrite Name, Address and
Telephone Number of the Undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 45 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed. This
Note and notice must be received by the Trustee by 5:00 P.M., New York City
time, on the last day for giving such notice.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be $1,000 or an integral multiple of
$1,000, or such other Specified Currency denomination as may be indicated on the
face of the Note) which the Holder elects to have repaid: and specify the
denomination or denominations (which shall be $1,000 or an integral multiple of
$1,000, or such other Specified Currency denomination as may be indicated on the
face of the Note) of the Note or Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid): .
Dated:
--------------- ----------------------------------------------------
NOTICE: The signature on this Option to Elect
Repayment must correspond with the name as written
upon the face of this Note in every particular,
without alteration or enlargement or any change
whatever.
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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, Address and Telephone Number of the 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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