-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DOg0czO61I3jQK9KTJS/fm64qxo0l4Ikq0bPR8PQWunLJqURDw5qYQGEB09/Sss1 ohwFDkldrniIf0UhztKAfw== 0000950123-05-008406.txt : 20050712 0000950123-05-008406.hdr.sgml : 20050712 20050712150726 ACCESSION NUMBER: 0000950123-05-008406 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20050712 DATE AS OF CHANGE: 20050712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL FINANCE CORP CENTRAL INDEX KEY: 0000025598 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 350416090 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-126535 FILM NUMBER: 05950267 BUSINESS ADDRESS: STREET 1: 601 NW SECOND ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124248031 FORMER COMPANY: FORMER CONFORMED NAME: CREDITHRIFT FINANCIAL CORP DATE OF NAME CHANGE: 19890330 S-3 1 y10721sv3.txt FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2005 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- AMERICAN GENERAL FINANCE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) INDIANA 35-0416090 (STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER) ORGANIZATION)
--------------------- 601 N.W. SECOND STREET EVANSVILLE, INDIANA 47708 (812) 424-8031 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------------- TIMOTHY M. HAYES, ESQ. AMERICAN GENERAL FINANCE CORPORATION P.O. BOX 59 EVANSVILLE, INDIANA 47701 (812) 424-8031 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: JOHN H. NEWMAN, ESQ. SIDLEY AUSTIN BROWN & WOOD LLP 787 SEVENTH AVENUE NEW YORK, NEW YORK 10019 --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined in light of market conditions. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED(1) BE REGISTERED AGGREGATE OFFERING PRICE(2) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------------- Debt Securities........................... $10,000,000,000 $10,000,000,000 $1,177,000 - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also registers delayed delivery contracts which may be issued by the registrant under which the counterparty may be required to purchase Debt Securities. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o). Exclusive of accrued interest, if any. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION. DATED JULY 12, 2005 PROSPECTUS $10,000,000,000 AMERICAN GENERAL FINANCE CORPORATION DEBT SECURITIES --------------------- We may sell at one or more times up to $10,000,000,000 aggregate principal amount of our debt securities. The debt securities will be our direct unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. We may sell the debt securities in multiple series with the terms of each series to be determined at the time of sale. We will provide the specific terms of the series of debt securities being offered at any time in one or more supplements to this prospectus. This prospectus may be used to offer and sell debt securities only if accompanied by a prospectus supplement. You should read carefully both this prospectus and any prospectus supplement before you invest. --------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. --------------------- THE DATE OF THIS PROSPECTUS IS , 2005. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. Under this shelf process, we may sell debt securities in one or more offerings up to a total amount of $10,000,000,000. This prospectus provides you with a general description of the debt securities. Each time we offer to sell any of the debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the debt securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the registration statement and its exhibits and the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Information We File with the SEC". WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, current and special reports and other information with the SEC. Our SEC filings, including the registration statement, the indenture under which the debt securities are to be issued and other information about us, are available to the public over the Internet at the SEC's web site at http://www.sec.gov. The address of the SEC's web site is provided solely for the information of prospective investors and is not intended to be an active link. You may read and copy any document we file by visiting the SEC's public reference room in Washington, D.C. The SEC's address in Washington, D.C. is 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. INCORPORATION OF INFORMATION WE FILE WITH THE SEC The SEC allows us to "incorporate by reference" into this prospectus some of the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the following documents (other than information contained in the documents that is deemed not to be filed): -- our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as amended by our Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2004; -- our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005; -- any other documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the initial filing of the registration statement that contains this prospectus and before the time that we sell all the debt securities offered by this prospectus; and -- the indenture under which the debt securities are to be issued, which is incorporated by reference as an exhibit to the registration statement that contains this prospectus. Some of the information in our later SEC filings will update and supersede information in this prospectus and in our prior SEC filings. You may request a copy of any document we incorporate by reference (excluding exhibits, unless specifically incorporated by reference into such documents), at no cost, by writing us at 601 N.W. Second Street, Evansville, Indiana 47708, Attention: Treasury Department. You may also telephone our Treasury Department at (812) 424-8031. --------------------- You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are only offering these debt securities in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or in any prospectus supplement is accurate as of any date other than the date on the front of those documents. Our business, financial condition and results of operations may have changed since that date. 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference may include, and our officers and representatives may from time to time make, statements which may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only our belief regarding future events, many of which are inherently uncertain and outside of our control. These statements may address, among other things, our strategy for growth, product development, regulatory approvals, market position, financial results and reserves. Our actual results and financial condition may differ from the anticipated results and financial condition indicated in these forward-looking statements. The important factors, many of which are outside of our control, which could cause our actual results to differ, possibly materially, include, but are not limited to, the following: -- changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we access capital and invest cash flows from the insurance business segment; -- changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels and the formation of business combinations among our competitors; -- the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or inability to repay; -- shifts in collateral values, contractual delinquencies and credit losses; -- levels of unemployment and personal bankruptcies; -- our ability to access capital markets and maintain our credit rating position; -- changes in laws or regulations that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products; -- the costs and effects of any litigation or governmental inquiries or investigations that are determined adversely to us; -- changes in accounting standards or tax policies and practices and the application of such new policies and practices to the manner in which we conduct business; -- our ability to integrate the operations of any acquisitions into our businesses; -- changes in our ability to attract and retain employees or key executives to support our businesses; and -- natural or accidental events such as fires or floods affecting our branches or other operating facilities. We also direct you to other risks and uncertainties discussed in other documents we file with the SEC. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future events or otherwise. 3 AMERICAN GENERAL FINANCE CORPORATION We are a financial services holding company with subsidiaries engaged primarily in the consumer finance and credit insurance businesses. We were incorporated in Indiana in 1927 as successor to a business started in 1920. All of our common stock is owned by American General Finance, Inc., an Indiana corporation. American General Finance, Inc. is an indirect wholly-owned subsidiary of American International Group, Inc., or AIG, a Delaware corporation. AIG is a holding company which, through its subsidiaries, is engaged in a broad range of insurance and insurance-related activities, financial services and asset management in the United States and abroad. At December 31, 2004, we had 1,405 offices in 44 states, Puerto Rico and the U.S. Virgin Islands and approximately 8,900 employees. Our principal executive offices are located at 601 N.W. Second Street, Evansville, Indiana 47708, and our telephone number is (812) 424-8031. USE OF PROCEEDS Unless the applicable prospectus supplement states otherwise, we will use the net proceeds we receive from the sale of the debt securities: -- to repay debt; -- to make loans to customers; -- to purchase receivables; and/or -- for other general corporate purposes. We may temporarily invest the net proceeds in short-term marketable securities to earn income until we use the funds for these purposes. 4 SELECTED FINANCIAL INFORMATION We have derived the following selected financial information from our consolidated financial statements as of and for each of the years ended December 31, 2004, 2003 and 2002, which were audited by PricewaterhouseCoopers LLP, and as of and for each of the years ended December 31, 2001 and 2000, which were audited by other independent auditors, and from our unaudited consolidated financial statements as of and for the three-month period ended March 31, 2005. You should read this information in conjunction with the consolidated financial statements and related notes and other financial information, including "Management's Discussion and Analysis of Financial Condition and Results of Operations", contained in the documents incorporated by reference in this prospectus. See "Where You Can Find More Information". The results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be achieved for the full year ending December 31, 2005.
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED -------------------------------------------------------------- MARCH 31, 2005 2004 2003 2002 2001 2000 ------------------ ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) Revenues: Finance charges........... $531,324 $1,917,288 $1,712,094 $1,678,923 $1,668,613 $1,577,551 Insurance................. 42,509 176,840 181,642 191,230 195,393 196,241 Other: Service fee income from a non-subsidiary affiliate............. 63,057 199,856 49,547 3,094 -- -- Miscellaneous........... 27,631 126,516 219,090 107,727 111,530 129,034 -------- ---------- ---------- ---------- ---------- ---------- Total revenues.............. 664,521 2,420,500 2,162,373 1,980,974 1,975,536 1,902,826 -------- ---------- ---------- ---------- ---------- ---------- Expenses: Interest expense.......... 192,829 626,401 538,858 553,877 620,487 677,372 Operating expenses: Salaries and benefits........... 130,449 491,050 406,807 309,214 293,991 282,881 Other operating expenses........... 73,639 280,699 268,821 241,973 235,975 242,955 Provision for finance receivable losses....... 63,217 264,718 308,451 296,365 284,735 202,461 Insurance losses and loss adjustment expenses..... 17,148 76,681 67,849 83,275 88,111 88,354 Other charges............. -- -- -- -- 58,020(a) -- -------- ---------- ---------- ---------- ---------- ---------- Total expenses.............. 477,282 1,739,549 1,590,786 1,484,704 1,581,319 1,494,023 -------- ---------- ---------- ---------- ---------- ---------- Income before provision for income taxes.............. 187,239 680,951 571,587 496,270 394,217 408,803 Provision for income taxes..................... 68,897 210,964 208,014 146,775 141,426 148,673 -------- ---------- ---------- ---------- ---------- ---------- Net income.................. $118,342 $ 469,987 $ 363,573 $ 349,495 $ 252,791 $ 260,130 ======== ========== ========== ========== ========== ==========
- --------------- (a) In September 2001, we recorded one-time charges totaling $58.0 million, resulting from AIG's and our joint assessment of the business environment and post-business combination plans.
DECEMBER 31, ------------------------------------------------------------------- MARCH 31, 2005 2004 2003 2002 2001 2000 -------------- ----------- ----------- ----------- ----------- ----------- (DOLLARS IN THOUSANDS) Net finance receivables..... $21,079,938 $19,739,886 $14,838,489 $13,574,338 $11,718,580 $11,427,825 Total assets................ 23,479,343 22,093,808 16,771,141 15,400,722 13,447,626 13,193,153 Short-term debt............. 3,958,603 4,002,472 3,184,529 3,061,141 4,578,637 4,846,445 Long-term debt.............. 15,586,553 14,481,059 10,686,887 9,566,256 6,300,171 5,667,567 Total shareholder's equity.................... 2,888,681 2,732,473 2,051,429 1,809,928 1,545,927 1,786,294
5 RATIO OF EARNINGS TO FIXED CHARGES Our historical consolidated ratios of earnings to fixed charges for each of the periods indicated were as follows:
YEARS ENDED DECEMBER 31, THREE MONTHS ENDED -------------------------------- MARCH 31, 2005 2004 2003 2002 2001 2000 - ------------------ ---- ---- ---- ---- ---- 1.95 2.06 2.03 1.87 1.62 1.59
For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes, plus fixed charges. Fixed charges consist of interest expense on debt and a portion of rent that is considered interest. DESCRIPTION OF DEBT SECURITIES The debt securities will be issued under an indenture dated as of May 1, 1999 between us and Citibank, N.A., as Trustee. As used in this prospectus, "debt securities" means the securities that we issue and that the Trustee authenticates under the indenture. Capitalized terms used but not defined under this caption of the prospectus have the meanings given to them in the indenture. We have summarized selected terms and provisions of the indenture below. The following summary of the material provisions of the indenture is not complete and is subject to, and is qualified in its entirety by reference to, all provisions of the indenture. In the summary, we have included references to section numbers of the indenture so that you can easily locate the summarized provisions. If you would like more information on any of these provisions, you should read the relevant sections of the indenture. See "Where You Can Find More Information" and "Incorporation of Information We File with the SEC". The indenture allows us to issue debt securities in bearer form. Because we do not intend to issue debt securities in bearer form under this prospectus, we have not described the related provisions of the indenture. If we elect to issue debt securities in bearer form, we will describe the related provisions of the indenture in the prospectus supplement relating to the applicable series of debt securities. TERMS OF DEBT SECURITIES The prospectus supplement relating to a series of debt securities being offered will include the specific terms of those debt securities and may include modifications of or additions to the general terms described in this prospectus. The specific terms will include some or all of the following: -- the title of the debt securities; -- the aggregate principal amount of the debt securities, and whether the principal amount will be determined with reference to an index, formula or other method; -- if other than U.S. dollars, the currency in which payment of the principal of, and interest on, the debt securities will be payable; -- the percentage of their principal amount at which the debt securities will be issued and, in the case of Original Issue Discount Securities, the principal amount that will be payable if their maturity is accelerated; -- the date or dates on which the principal of the debt securities will be payable, or the manner in which the payment date or dates will be determined; -- whether the debt securities will bear interest at a fixed or variable rate and, as applicable: -- the interest rate or the manner in which the interest rate is determined, -- the date from which interest will accrue, -- the record and interest payment dates for the debt securities, and -- the first interest payment date; -- the places where payments on the debt securities will be made (if other than New York City) and where the debt securities may be surrendered for registration of transfer or exchange; -- any provision that would obligate or permit us to repurchase, redeem or repay some or all of the debt securities; 6 -- whether the debt securities will be issued in the form of one or more global debt securities and, if so, the identity of the depositary for the global debt securities; -- any deletions from, modifications of or additions to the Events of Default or our covenants with respect to the debt securities; and -- any other material terms of the debt securities. The indenture does not limit the amount of debt securities we may issue under it. It permits us to issue debt securities from time to time in one or more series, in an aggregate principal amount authorized by us before each issuance. We may issue multiple series of debt securities with different terms or "reopen" a previous series of debt securities and issue additional debt securities of that series. Section 301 of the indenture. Unless the applicable prospectus supplement states otherwise, we will issue debt securities in denominations of $1,000 and multiples of $1,000. We may issue debt securities denominated in foreign currencies, in each case as specified in the applicable prospectus supplement. Section 302 of the indenture. Unless the applicable prospectus supplement states otherwise, you may transfer or exchange fully registered securities at the corporate trust office of the Trustee or at any other office maintained for that purpose. There will be no service charge for any transfer or exchange of debt securities, but we may require a payment to cover any tax or other governmental charge related to the transfer or exchange, other than exchanges pursuant to the indenture not involving any transfer. Section 305 of the indenture. One or more series of debt securities may provide that if their maturity is accelerated under the indenture, the amount due and payable will be less than their stated principal amount. These are referred to as "Original Issue Discount Securities". Section 101 of the indenture. An Original Issue Discount Security would be issued at a discount from its stated principal amount and would bear interest at a below-market rate or not at all. Under applicable federal income tax laws and regulations, if a debt security is issued at a discount and the amount of discount exceeds a de minimis amount, then regardless of whether the debt security meets the indenture's definition of "Original Issue Discount Security", the holder of the debt security would be required to include amounts in gross income for federal income tax purposes before receiving the related cash. The prospectus supplement relating to any debt securities subject to these laws and regulations will describe the federal income tax consequences and other special considerations that you should consider before purchasing them. Unless the applicable prospectus supplement states otherwise, we will pay the principal of, and any premium or interest on, debt securities issued in certificated form at a designated office of the Trustee in New York City. At our option, we may pay interest by check, wire transfer or any other means permitted under the terms of the debt securities. Unless otherwise stated in the applicable prospectus supplement, we will pay interest by check mailed to the persons in whose names the debt securities are registered on the applicable record dates. Payments on global debt securities will be made to the depositary or its nominee in accordance with the then-existing arrangements between the paying agent(s) for the global debt securities and the depositary. See "-- Global Debt Securities". Sections 307 and 1002 of the indenture. RANKING The debt securities will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated outstanding indebtedness. All debt securities issued under the indenture will rank equally with each other, including other debt securities previously issued under the indenture. The indenture does not limit the amount of indebtedness that we may incur. Unless the applicable prospectus supplement states otherwise, the debt securities will not benefit from any covenant or other provision that would afford holders of the debt securities protection in the event of a highly-leveraged transaction or other transaction that may adversely affect holders of the debt securities, except as described under "-- Limitations on Liens" and "-- Merger and Consolidation". Because we are a holding company and conduct our operations through our Subsidiaries, holders of the debt securities will generally have a junior position to claims of creditors of our operating Subsidiaries, except to the extent that our claims as a creditor of our Subsidiaries may be recognized. 7 LIMITATIONS ON LIENS The indenture provides that neither we nor any of our Subsidiaries may create, assume or allow to exist, except in favor of us or one of our Wholly-owned Subsidiaries, any Mortgage on any of our property or their property, unless the debt securities will be secured equally and ratably. This restriction does not apply to, among other things: -- any Mortgage existing on May 1, 1999; -- any Mortgage on properties or assets, in addition to those otherwise permitted, securing Indebtedness which at the time incurred does not, together with all other Indebtedness so secured and not otherwise permitted, exceed in the aggregate 10% of Consolidated Net Worth; -- any Mortgage on properties or assets securing Indebtedness of any Subsidiary, created in the ordinary course of business by the Subsidiary, if, as a matter of practice, the Subsidiary, before becoming a Subsidiary, had incurred Indebtedness on a secured basis; -- any Mortgage on our property or the property of any of our Subsidiaries if the principal amount of the Indebtedness securing the Mortgage does not exceed 75% of the cost of the property and if the Mortgage is: -- a Mortgage on property acquired or constructed by us or any of our Subsidiaries after May 1, 1999, which Mortgage is: -- a purchase money Mortgage created to secure the purchase price of the property (or to secure Indebtedness incurred for the purpose of financing the acquisition or construction of the property), or -- a Mortgage existing on the property at the time we acquired it, or -- a Mortgage existing on any property of any corporation at the time it becomes a Subsidiary, or -- a Mortgage with respect to property acquired after May 1, 1999; -- refundings or extensions of any permitted Mortgage; and -- any Mortgage created by us or any Subsidiary in connection with a transaction intended by us or the Subsidiary to be one or more sales of properties or assets, provided that the Mortgage only applies to the properties or assets involved in the sale or sales, the income from those properties or assets and/or the proceeds of those properties or assets. Section 1007 of the indenture. "Mortgage" means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance. Section 101 of the indenture. EVENTS OF DEFAULT, NOTICE AND WAIVER Unless otherwise indicated in the prospectus supplement relating to a particular series of debt securities, if an Event of Default with respect to any debt securities of any series occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare, by notice as provided in the indenture, the principal amount, or a lesser amount if provided for in the debt securities of that series, of all the debt securities of that series due and payable immediately. However, in the case of an Event of Default involving certain events in bankruptcy, insolvency or reorganization, acceleration will occur automatically. If all Events of Default with respect to debt securities of that series have been cured or waived, and all amounts due otherwise than because of the acceleration have been paid or deposited with the Trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may rescind the acceleration and its consequences. Section 502 of the indenture. If the maturity of Original Issue Discount Securities is accelerated, an amount less than the principal amount will be due and payable. We will describe the provisions relating to acceleration of the maturity of Original Issue Discount Securities in the applicable prospectus supplement. 8 The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may waive any past default with respect to the debt securities of that series, and any Event of Default arising from a past default, except in the case of: -- a default in the payment of the principal of, or any premium or interest on, any debt security of that series; or -- a default in respect of a covenant or provision that may not be amended or modified without the consent of the holder of each outstanding debt security of that series. Section 513 of the indenture. "Event of Default" means the occurrence and continuance of any of the following events with respect to a series of debt securities: -- failure to pay when due any interest on any debt security of that series, continued for 30 days; -- failure to pay when due the principal of, and any premium on, any debt security of that series; -- failure to deposit when due any sinking fund payment on any debt security of that series; -- failure to perform when required any other covenant that applies to the debt securities of that series and continuance of that failure for 90 days after written notice as provided in the indenture; -- acceleration of any of our indebtedness in a principal amount in excess of $25,000,000 if the acceleration is not rescinded or annulled, or the indebtedness is not discharged, within 15 days after written notice as provided in the indenture; -- certain events in bankruptcy, insolvency or reorganization; and -- any other Event of Default that may be provided with respect to the debt securities of that series. Section 501 of the indenture. The Trustee is required, within 90 days after the occurrence of any continuing default that it knows of, to notify the holders of the applicable series of debt securities of the default. However, unless the default is a payment default, the Trustee may withhold the default notice if it in good faith decides that withholding the notice is in the holders' interests. In addition, in the case of any default referred to in the fourth event listed in the previous paragraph, the Trustee will not give notice to holders until at least 30 days after the default occurs. Section 602 of the indenture. Subject to its duty to act with the required standard of care in the case of a default, the Trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders of debt securities unless the holders offer the Trustee reasonable indemnification. Sections 601 and 603 of the indenture. If reasonable indemnification is provided, then, subject to other limitations, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power of the Trustee, with respect to the debt securities of that series. Section 512 of the indenture. No holder of a debt security of any series may institute any action against us under the indenture, except actions for payment of overdue principal of, or any premium or interest on, that debt security, unless: -- the holder has previously given written notice to the Trustee of a continuing Event of Default with respect to that series of debt securities; -- the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have previously made a written request of the Trustee to institute that action and offered the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with the request; -- the Trustee has not instituted the action within 60 days of the notice, request and offer of indemnity; and -- the Trustee has not received any inconsistent written request within that 60 day period from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series. 9 Sections 507 and 508 of the indenture. The indenture requires us to deliver to the Trustee annual statements as to our compliance with all conditions and covenants under the indenture. Section 1005 of the indenture. MERGER AND CONSOLIDATION The indenture generally permits us to consolidate with, merge with or into, or sell or convey all or substantially all of our assets to, any other corporation or entity if: -- either (1) we are the survivor of the merger or (2) the entity that survives the merger or is formed by the consolidation or acquires our assets is organized and existing under the laws of the United States or any State and assumes all of our obligations and covenants under the indenture, including payment obligations; and -- immediately after the transaction, no Event of Default exists and no event exists which, with the giving of notice or passage of time or both, would be an Event of Default. Section 801 of the indenture. MODIFICATION AND WAIVER The indenture may be modified or amended with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification or amendment. However, unless each holder to be affected by the proposed change consents, no modification or amendment may: -- change the Stated Maturity of the principal of, or any installment of principal of, or interest on, any outstanding debt security; -- reduce the principal amount of, or the rate or amount of interest on, or any premium payable with respect to, any debt security; -- reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon acceleration of the Original Issue Discount Security or that would be provable in bankruptcy; -- adversely affect any right of repayment at the option of the holder of any debt security; -- change the places or currency of payment of the principal of, or any premium or interest on, any debt security; -- impair the right to sue for the enforcement of any payment of principal of, or any premium or interest on, any debt security on or after the date the payment is due; -- reduce the percentage in aggregate principal amount of outstanding debt securities of any series necessary to: -- modify or amend the indenture with respect to that series, -- waive any past default or compliance with certain restrictive provisions, or -- constitute a quorum or take action at a meeting; or -- otherwise modify the provisions of the indenture concerning modification or amendment or concerning waiver of compliance with certain provisions of, or certain defaults and their consequences under, the indenture, except to: -- increase the percentage of outstanding debt securities necessary to modify or amend the indenture or to give the waiver, or -- provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security affected by the modification or waiver. Section 902 of the indenture. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive our obligation to comply with certain restrictive provisions applicable to the series. Section 1008 of the indenture. 10 The indenture may be modified or amended without the consent of any holder of outstanding debt securities for any of the following purposes: -- to evidence that another entity is our successor and has assumed our obligations with respect to the debt securities; -- to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any of our rights or powers under the indenture; -- to add any Events of Default to all or any series of debt securities; -- to change or eliminate any restrictions on the payment of the principal of, or any premium or interest on, any debt securities, to modify the provisions relating to global debt securities, or to permit the issuance of debt securities in uncertificated form, so long as in any such case the interests of the holders of debt securities are not adversely affected in any material respect; -- to add to, change or eliminate any provision of the indenture in respect of one or more series of debt securities, so long as either (1) there is no outstanding debt security of any series entitled to the benefit of the provision or (2) the amendment does not apply to any then outstanding debt security; -- to secure the debt securities; -- to establish the form or terms of the debt securities of any series; -- to provide for the appointment of a successor Trustee with respect to the debt securities of one or more series and to add to or change any of the provisions to facilitate the administration of the trusts under the indenture by more than one Trustee; -- to provide for the discharge of the indenture with respect to the debt securities of any series by the deposit in trust of money and/or Government Obligations (see " Satisfaction and Discharge"); -- to change the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance of the debt securities; or -- to cure any ambiguity, defect or inconsistency in the indenture or to make any other provisions with respect to matters or questions arising under the indenture, so long as the action does not adversely affect the interests of the holders of the debt securities of any series in any material respect. Section 901 of the indenture. SATISFACTION AND DISCHARGE Unless the prospectus supplement relating to a particular series of debt securities states otherwise, we may enter into a supplemental indenture with the Trustee without the consent of any holder of outstanding debt securities to provide that we will be discharged from our obligations in respect of the debt securities of any series, except for obligations: -- to register the transfer or exchange of debt securities; -- to replace stolen, lost or mutilated debt securities; -- to maintain paying agencies; and -- to hold moneys for payment in trust. The discharge would be effective on the 91st day after we deposit in trust with the Trustee money and/or Government Obligations sufficient to pay the principal of, any premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities of the applicable series on the dates the payments are due. The supplemental indenture may only be executed if certain conditions have been satisfied, including that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in the applicable federal income tax law, in either case, to the effect that the discharge will not cause the holders of the debt securities of the series to recognize income, gain or loss for federal income tax purposes. In addition, the provisions of the supplemental indenture will not apply to any series of debt securities then listed on the New York Stock 11 Exchange if the provisions would cause the outstanding debt securities of the series to be delisted. Section 901 of the indenture. In addition to the above provisions, we will be released from any further obligations under the indenture with respect to a series of debt securities, except for obligations to register the transfer or exchange of debt securities and certain obligations to the Trustee, when certain conditions are satisfied including that: -- all debt securities of the series either have been delivered to the Trustee for cancellation or are due, or are to be called for redemption, within one year; and -- with respect to all debt securities of the series not previously delivered to the Trustee for cancellation, we have deposited in trust with the Trustee money and/or Government Obligations sufficient to pay the principal of, and any premium and interest on, those debt securities on the dates the payments are due. Section 401 of the indenture. DEFEASANCE OF CERTAIN COVENANTS Unless otherwise provided in the prospectus supplement relating to a series of debt securities, we will have the option to cease to comply with the covenants described under "-- Limitations on Liens" above and any additional covenants not included in the original indenture that may be applicable to the series. To exercise this option, we will be required to deposit in trust with the Trustee money and/or Government Obligations sufficient to pay the principal of, any premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities of the applicable series on the dates the payments are due. We will also be required to deliver to the Trustee an opinion of counsel that the deposit and related covenant defeasance will not cause the holders of the debt securities of the series to recognize income, gain or loss for federal income tax purposes. We will not be permitted to exercise this option with respect to any series of debt securities listed on the New York Stock Exchange if the defeasance would cause the outstanding debt securities of the series to be delisted. Section 1009 of the indenture. GLOBAL DEBT SECURITIES The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities that will be deposited with, or on behalf of, a depositary. Unless otherwise provided in the prospectus supplement relating to a series of debt securities, the depositary for each series of debt securities represented by one or more global debt securities will be The Depository Trust Company, New York, New York ("DTC"). We have been informed by DTC that its nominee will be Cede & Co. or such other nominee as an authorized DTC representative may request. Accordingly, we expect Cede & Co. to be the initial registered holder of all debt securities that are represented by one or more global debt securities. So long as DTC or a nominee of DTC is the registered owner of a global debt security, DTC or the nominee, as the case may be, will be considered the sole owner and holder of the debt securities represented by the global debt security for all purposes under the indenture. Section 308 of the indenture. Except as set forth below in this prospectus or in a prospectus supplement relating to a specific series of debt securities, no person that acquires a beneficial interest in a global debt security will be entitled to receive physical delivery of a certificate representing those debt securities or will be considered the owner or holder of the debt securities under the indenture. DTC has informed us that it is: -- a limited purpose trust company organized under the New York Banking Law; -- a "banking organization" within the meaning of the New York Banking Law; -- a member of the Federal Reserve System; -- a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and -- a "clearing agency" registered under the provisions of Section 17A of the Securities Exchange Act. 12 DTC has also informed us that it: -- holds securities that its "participants" deposit with it; and -- facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for the physical movement of securities certificates. Firms that maintain accounts with DTC are referred to as "participants" of DTC. They include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Firms that are not participants themselves but that clear transactions through, or maintain a custodial relationship with, a participant, either directly or indirectly, are referred to as "indirect participants" of DTC. The rules applicable to DTC and its participants are on file with the SEC. DTC is owned by a number of its participants and by the New York Stock Exchange, the American Stock Exchange and the National Association of Securities Dealers, Inc. We will pay principal of, and any premium and interest on, debt securities represented by a global debt security to DTC or its nominee as the registered owner of the global debt security. DTC has advised us that its practice is to credit participants' accounts, upon DTC's receipt of funds and corresponding detail information, on the payable date in accordance with the participants' respective holdings shown on DTC's records. Payments by participants to beneficial owners of the debt securities will be governed by standing instructions and customary practices, as is the case with securities registered in "street name." We are responsible for payments to DTC or its nominee. DTC is responsible for disbursement of such payments to participants, and the participants and indirect participants are responsible for disbursement of payments to the beneficial owners. Neither we, the Trustee, any paying agent nor the security registrar for the debt securities will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global debt security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. Section 308 of the indenture. Persons that are not participants or indirect participants may buy, sell or otherwise transfer ownership of or interests in debt securities represented by a global debt security only through participants or indirect participants. Participants will receive credit for the debt securities on DTC's records and indirect participants will receive credit for the debt securities on participants' records. In turn, the ownership interest of each beneficial owner will be recorded on the records of the participant or indirect participant through which the beneficial owner purchased its interest. Beneficial owners will not receive written confirmations from DTC of their purchases, but should receive written confirmations from the participants or indirect participants through which they purchased their interests. Transfers of ownership interests in debt securities represented by a global debt security are accomplished by entries made on the books of the participants or indirect participants acting on behalf of the beneficial owners. The deposit of a global debt security with DTC and its registration in the name of Cede & Co., or such other nominee as an authorized DTC representative may request, do not change or affect beneficial ownership of the debt securities. DTC has no knowledge of the actual beneficial owners of the debt securities represented by a global debt security. DTC's records reflect only the identities of the participants to whose accounts such debt securities are credited, which may or may not be the beneficial owners. The participants and indirect participants are responsible for keeping records of their holdings on behalf of their customers. We, the security registrar, any paying agent, the Trustee and the depositary will not recognize the beneficial owners as registered holders of the debt securities represented by a global debt security. Beneficial owners that are not participants will be permitted to exercise their rights as an owner only indirectly through participants or indirect participants. Conveyance of notices and other communications by DTC to its participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners, will be governed by arrangements among them, subject to applicable statutes and regulations in effect from time to time. Because DTC can act only on behalf of participants, the ability of a beneficial owner of debt securities represented by a global debt security to pledge its beneficial ownership interest to persons or entities that do not participate in the DTC system may be limited. The laws of some states may require 13 that certain purchasers of securities take physical delivery of the certificates for the debt securities they purchase. These laws may reduce the liquidity of beneficial interests in a global debt security. We will issue individual certificated debt securities in exchange for the global debt security of a series only if: -- DTC is at any time unwilling, unable or ineligible to continue as depositary and we do not appoint a successor depositary within 90 days; -- subject to any limitations described in the applicable prospectus supplement, we decide that the debt securities no longer will be represented by a global debt security and we deliver to the Trustee an order declaring that the global debt security will be exchangeable for certificated debt securities; or -- an Event of Default occurs and continues with respect to that series of debt securities. Section 305 of the indenture. If any of these events occurs, we will issue the individual certificated debt securities to the participants specified by DTC or its nominee, or to the beneficial owners specified by those participants, according to standing instructions and customary practices for securities registered in "street name." Except as described above, a global debt security may not be transferred except as a whole by or among DTC, a nominee of DTC and/or a successor depositary appointed by us. Although DTC has agreed to the foregoing procedures in order to facilitate transfers of beneficial interests in global debt securities among participants, it is under no obligation to perform or continue to perform these procedures, which may be discontinued at any time. Neither we, the Trustee, the security registrar nor any paying agent will have any responsibility or liability for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Section 308 of the indenture. We obtained the information in this section concerning DTC and DTC's book-entry system from sources we believe to be reliable, but we take no responsibility for the accuracy of this information. THE TRUSTEE UNDER THE INDENTURE We and certain of our affiliates maintain banking and borrowing relations with Citibank, N.A. The indenture provides that we may appoint an alternative Trustee with respect to any particular series of debt securities. Any such appointment will be described in the prospectus supplement relating to that series of debt securities. Unless we are in default, the Trustee is required to perform only those duties specifically set out in the indenture. After a default, the Trustee is required to exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to these provisions, the Trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of debt securities, unless the holder offers the Trustee reasonable indemnity against the costs, expenses and liabilities that might be incurred in connection with the Trustee's exercise of these rights or powers. The Trustee is not required to spend or risk its own funds or otherwise incur financial liability in performing its duties if the Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. The indenture contains other provisions limiting the responsibilities and liabilities of the Trustee. Sections 601 and 603 of the indenture. PLAN OF DISTRIBUTION METHODS OF DISTRIBUTION We may sell the debt securities: -- to or through one or more underwriters or dealers; -- directly to other purchasers; and/or -- through one or more agents. The distribution of the debt securities may occur from time to time in one or more transactions at fixed prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices. 14 The prospectus supplement relating to a series of debt securities will state: -- the name(s) of any underwriter(s) or agent(s) involved in the offer and sale (only the underwriter(s) or agent(s) named in the applicable prospectus supplement are underwriter(s) or agent(s) in connection with the debt securities being offered by that prospectus supplement); -- the terms and manner of sale of the debt securities, including the purchase price, the proceeds to us, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; -- the place and time of delivery of the debt securities; and -- any securities exchange on which the debt securities may be listed. COMPENSATION AND INDEMNIFICATION OF UNDERWRITERS In connection with the sale of debt securities, underwriters may receive compensation from us or from purchasers of debt securities for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell debt securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Underwriters, dealers and agents that participate in the distribution of debt securities may be considered to be underwriters as defined in the Securities Act of 1933, and any discounts or commissions received by them from us and any profit on the resale of debt securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any compensation that we pay to underwriters, dealers or agents in connection with an offering of debt securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be described in the prospectus supplement relating to the debt securities. We may agree to indemnify the underwriters and agents which participate in the distribution of the debt securities against certain liabilities, including liabilities under the Securities Act. We also may agree to contribute to the payment of those liabilities and to reimburse them for certain expenses. Underwriters, dealers or agents participating in the offer or sale of the debt securities, and their associates, may be customers of ours, or may engage in transactions with or perform services for us or one or more of our affiliates, in the ordinary course of business. DELAYED DELIVERY ARRANGEMENTS If stated in a prospectus supplement, we will authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions to purchase debt securities from us under contracts providing for payment and delivery on a future date. These contracts, which in all cases must be approved by us, may be made with: -- commercial and savings banks; -- insurance companies; -- pension funds; -- investment companies; -- educational and charitable institutions; and -- other institutions. The institution's obligations under the contract will be subject to the condition that the purchase of the debt securities at the time of delivery is not prohibited under the laws of the jurisdiction to which the institution is subject. The underwriters and the other agents will not have any responsibility for the validity or performance of the contracts. LEGAL OPINIONS Unless otherwise stated in a prospectus supplement, Timothy M. Hayes, our General Counsel, will pass upon the legality of each issue of the debt securities for us and Sidley Austin Brown & Wood LLP, New York, New York, will pass upon certain legal matters relating to the debt securities for any underwriters, dealers or agents of a particular issue of debt securities. Sidley Austin Brown & Wood LLP may rely as to matters of Indiana law on the opinion of Mr. Hayes. Mr. Hayes owns shares of common stock of AIG and has options to purchase additional shares of such stock. 15 EXPERTS Our consolidated financial statements incorporated in this prospectus by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following are the estimated expenses to be incurred by the registrant in connection with the offering described in this registration statement (other than underwriting discounts and commissions). SEC registration fee........................................ $1,177,000 Printing.................................................... 100,000 Legal fees and expenses..................................... 400,000 Accounting fees and expenses................................ 300,000 Trustee's fees and expenses................................. 100,000 Rating agency fees.......................................... 2,000,000 Miscellaneous............................................... 23,000 ---------- Total.................................................. $4,100,000 ==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Chapter 37 of the Indiana Business Corporation Law empowers a corporation to indemnify any individual who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or, while a director of a corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, against reasonable expenses (including counsel fees), judgments, fines (including any excise tax assessed with respect to an employee benefit plan), penalties and amounts paid in settlement incurred by him in connection with such action, suit or proceeding if (i) he acted in good faith, and (ii) in the case of conduct in his official capacity with the corporation, he reasonably believed his conduct was in the best interests of the corporation or, in all other cases, he reasonably believed his conduct was at least not opposed to the best interests of the corporation (or with respect to an employee benefit plan, he reasonably believed his conduct was in the interests of the participants in and beneficiaries of the plan), and (iii) with respect to any criminal action or proceeding, he had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful. Chapter 37 further provides that a corporation shall, unless limited by its articles of incorporation, indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection therewith. Chapter 37 expressly states that the indemnification thereby provided does not exclude any other rights to indemnification to which a person may be entitled. Chapter 37 empowers a corporation to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, member, manager, employee or agent, whether or not the corporation would have power to indemnify the individual against the same liability under Chapter 37. Finally, Chapter 37 empowers a corporation, under certain circumstances, to advance to an individual expenses incurred in connection with an action, suit or proceeding prior to the final disposition thereof, and II-1 empowers a court of competent jurisdiction, in certain cases, to order indemnification of a director or officer irrespective of whether the director or officer met the standards of conduct set forth above. Section 7.8 of the registrant's Restated Articles of Incorporation provides that, to the extent not inconsistent with applicable law, every person who is or was a director, officer, employee or agent of the registrant or is or was serving at the request of the registrant as a director, officer, employee, agent or fiduciary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other organization or entity, whether for profit or not, shall be indemnified against all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim by reason of (i) his being or having been such a person, or (ii) any action taken or not taken by him in any such capacity (a) if such person is Wholly Successful with respect to the claim or (b) if not Wholly Successful, then if such person is determined to have acted in good faith, in what he reasonably believed to be the best interests of the registrant or at least not opposed to its best interests and, in addition, with respect to a criminal claim, is determined to have had reasonable cause to believe that his conduct was lawful or had no reasonable cause to believe his conduct was unlawful. Section 7.8 defines "Wholly Successful" to mean (i) termination of any claim against the person in question without any finding of liability or guilt against him, (ii) approval by a court, with knowledge of the indemnity provided in Section 7.8, of a settlement of any claim, or (iii) the expiration of a reasonable period of time after the making or threatened making of any claim without the institution of the same, without any payment or promise made to induce a settlement. Section 7.8 provides that the rights of indemnification provided therein are in addition to any rights to which any such director, officer, employee or agent may otherwise be entitled. Additionally, Section 7.8 authorizes the Board of Directors of the registrant (i) to approve indemnification of any such person to the full extent permitted by the provisions of applicable law at the time in effect, and (ii) to authorize the registrant to purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him, whether or not the registrant would have the power to indemnify him against such liability. Section 7.8 permits the Board of Directors to authorize advancement of expenses incurred by such a person prior to the final disposition of a claim upon receipt of an undertaking by or on behalf of the person to repay such amount unless he is determined to be entitled to indemnification. The provisions of Section 7.8 are applicable to all claims made or commenced after the adoption of that section, whether arising from acts or omissions to act occurring before or after the adoption thereof. Article X of the registrant's Amended and Restated By-Laws provides that the registrant shall indemnify any person who was or is a named defendant or respondent or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that he is or was a director, officer or employee of the registrant or is or was serving at the request of the registrant as a director, officer, partner, venturer, proprietor, trustee, employee or similar functionary of another foreign or domestic corporation or non-profit corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses (including court costs and attorneys' fees) actually incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed (i) in the case of conduct in his official capacity as a director of the registrant, to be in the best interests of the registrant and (ii) in all other cases, to be not opposed to the best interests of the registrant; and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. In connection with any action, suit or proceeding in which the person shall have been adjudged to be liable to the registrant or liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity as a director or officer, Article X (i) limits the indemnity to reasonable expenses (including court costs or attorneys' fees) actually incurred in connection with such proceeding, and (ii) prohibits the indemnity if the person is found liable for willful or intentional misconduct in the performance of his duty to the registrant. Article X further provides that the registrant shall indemnify any such person who has been wholly successful, on the merits or otherwise, in defense of any such action, suit II-2 or proceeding against reasonable expenses (including court costs and attorneys' fees) actually incurred by him. Article X also (1) requires the registrant to advance reasonable expenses prior to the final disposition of the action, suit or proceeding under certain circumstances, (2) states that the indemnification provided by Article X is (i) nonexclusive and (ii) does not limit the power of the registrant to indemnify and to advance expenses, and (3) empowers the registrant to purchase and maintain insurance on behalf of any such person against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the registrant would have the power to indemnify him against that liability. Reference is made to the final undertaking set forth in Item 17. Reference is also made to Section 7 of the form of Underwriting Agreement, a copy of which is filed as Exhibit 1 hereto, for information concerning indemnification of the registrant and its directors, officers, and controlling persons by the underwriters. The registrant carries insurance covering directors and officers against certain liabilities. ITEM 16. EXHIBITS The following exhibits are filed as part of this registration statement: 1 Form of Underwriting Agreement (including form of Delayed Delivery Contract) relating to the debt securities. 4 Indenture dated as of May 1, 1999 between American General Finance Corporation and Citibank, N.A., Trustee (incorporated by reference to Exhibit 4(a) filed as a part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (file No. 1-6155)). The form or forms of debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. 5 Opinion and consent of Timothy M. Hayes, General Counsel of American General Finance Corporation, as to the legality of the debt securities. 12 Computation of Ratio of Earnings to Fixed Charges. 23(a) Consent of Timothy M. Hayes, Esq. (contained in his opinion in Exhibit 5). 23(b) Consent of PricewaterhouseCoopers LLP, Independent Auditors. 24 Powers of Attorney. 25 Form T-1 Statement of Eligibility of Citibank, N.A., Trustee under the indenture.
ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change II-3 in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in Item 15 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Evansville, State of Indiana, on the 12th day of July, 2005. AMERICAN GENERAL FINANCE CORPORATION By: /s/ DONALD R. BREIVOGEL, JR. ------------------------------------ (Donald R. Breivogel, Jr., Senior Vice President and Chief Financial Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or Amendment has been signed by the following persons in the capacities indicated on July 12, 2005.
SIGNATURE TITLE --------- ----- /s/ FREDERICK W. GEISSINGER Chief Executive Officer, President and Director - ------------------------------------------------ (principal executive officer) (Frederick W. Geissinger) /s/ DONALD R. BREIVOGEL, JR. Senior Vice President, Chief Financial - ------------------------------------------------ Officer and Director (Donald R. Breivogel, Jr.) (principal financial officer) /s/ GEORGE W. SCHMIDT Vice President, Controller and Assistant Secretary - ------------------------------------------------ (principal accounting officer) (George W. Schmidt) /s/ STEPHEN L. BLAKE* Director - ------------------------------------------------ (Stephen L. Blake) /s/ ROBERT A. COLE* Director - ------------------------------------------------ (Robert A. Cole) /s/ WILLIAM N. DOOLEY* Director - ------------------------------------------------ (William N. Dooley) /s/ JERRY L. GILPIN* Director - ------------------------------------------------ (Jerry L. Gilpin) /s/ STEPHEN H. LOEWENKAMP* Director - ------------------------------------------------ (Stephen H. Loewenkamp) /s/ GEORGE D. ROACH* Director - ------------------------------------------------ (George D. Roach) *By: /s/ TIMOTHY M. HAYES ------------------------------------------ (Timothy M. Hayes, Attorney-in-Fact)
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Form of Underwriting Agreement (including form of Delayed Delivery Contract) relating to the debt securities. 4 Indenture dated as of May 1, 1999 between American General Finance Corporation and Citibank, N.A., Trustee (incorporated by reference to Exhibit 4(a) filed as a part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (file No. 1-6155)). The form or forms of debt securities with respect to each particular offering will be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. 5 Opinion and consent of Timothy M. Hayes, General Counsel of American General Finance Corporation, as to the legality of the debt securities. 12 Computation of Ratio of Earnings to Fixed Charges. 23(a) Consent of Timothy M. Hayes, Esq. (contained in his opinion in Exhibit 5). 23(b) Consent of PricewaterhouseCoopers LLP, Independent Auditors. 24 Powers of Attorney. 25 Form T-1 Statement of Eligibility of Citibank, N.A., Trustee under the indenture.
EX-1 2 y10721exv1.txt FORM OF UNDERWRITING AGREEMENT EXHIBIT 1 AMERICAN GENERAL FINANCE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT [ ], 20[ ] To the Representatives Named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: 1. INTRODUCTORY. American General Finance Corporation, an Indiana corporation (the "COMPANY"), proposes to issue and sell to the underwriters named in Schedule II hereto (the "UNDERWRITERS"), for whom you are acting as representatives (the "REPRESENTATIVES"), its debt securities (the "OFFERED DEBT SECURITIES") identified in Schedule I hereto, to be issued under the indenture specified in Schedule I hereto (the "INDENTURE") between the Company and the Trustee identified in such Schedule (the "TRUSTEE"). In the absence of Representatives, any reference herein to the "Representatives" shall be deemed to be a reference to the "Underwriters". The Company has prepared and filed with the Securities and Exchange Commission (the "COMMISSION") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "SECURITIES ACT"), a registration statement (the file number of which is set forth in Schedule I hereto) on Form S-3 relating to certain of its debt securities, including the Offered Debt Securities (the "INITIAL REGISTRATION STATEMENT"). The Company also has filed with, or proposes to file with, the Commission pursuant to Rule 424 under the Securities Act (and at such time as may be required by Rule 430A(a)(3) under the Securities Act) a prospectus supplement specifically relating to the Offered Debt Securities. The various parts of the Initial Registration Statement, any post-effective amendment thereto and a registration statement, if any, increasing the size of the offering (a "RULE 462(b) REGISTRATION STATEMENT") filed pursuant to Rule 462(b) under the Securities Act, including all exhibits thereto, the documents incorporated by reference in the prospectus contained therein and any information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the registration statement at the time it was declared effective but excluding the Form T-1 (as defined below), each as amended at the time such part of the Initial Registration Statement became effective or such part of any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective are hereinafter collectively referred to as the "REGISTRATION STATEMENT". The related prospectus covering the Offered Debt Securities in the form first used to confirm sales of the Offered Debt Securities is hereinafter referred to as the "BASIC PROSPECTUS". The Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Offered Debt Securities in the form first used to confirm sales of the Offered Debt Securities is hereinafter referred to as the "PROSPECTUS". Any reference in this Agreement to the Basic Prospectus, any preliminary form of Prospectus (a "PRELIMINARY PROSPECTUS") previously filed with the Commission pursuant to Rule 424 under the Securities Act, or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to item 12 of Form S-3 under the Securities Act which were filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "EXCHANGE ACT") on or before the date of this Agreement or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement; and any reference to "amend", "amendment" or "supplement" with respect to the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to, and agrees with, the several Underwriters that: (a) The Initial Registration Statement has become effective; no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) The Registration Statement (as amended) and the Prospectus (as amended or supplemented) conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the "TRUST INDENTURE ACT"), and did not and will not, as of the applicable effective date, the date any Annual Report on Form 10-K of the Company has been filed with the Commission after such effective date (and before the Closing Date referred to in Section 3), the date of this Agreement and the Closing Date, as to the Registration Statement and any amendment thereto and as of its date, the date of this Agreement and the Closing Date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or, in the case of the Registration Statement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or, in the case of the Prospectus, omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; except that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility ("FORM T-1") under the Trust Indenture Act of the Trustee, (ii) statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter provided in writing to the Company by or through the Representatives expressly for use therein and (iii) any statement which does not constitute part of the Registration Statement or Prospectus pursuant to Rule 412 under the Securities Act. (c) The documents incorporated by reference in the Prospectus as amended or supplemented, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and any further documents so filed and incorporated by reference, when they are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter provided in writing to the Company by or through the Representatives expressly for use therein or to any statement in any such document which does not constitute part of the Registration Statement or Prospectus pursuant to Rule 412 under the Securities Act. (d) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Indiana, and has full corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (e) The Offered Debt Securities will be duly authorized prior to their issuance and when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued 2 and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and any Contract Offered Debt Securities (as defined in Section 3), when executed, authenticated, issued and delivered in the manner provided in the Indenture and sold pursuant to Delayed Delivery Contracts (as defined in Section 3), will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (f) The Indenture has been duly authorized, executed and delivered, and upon effectiveness of the Registration Statement will have been duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Offered Debt Securities and the Indenture will conform in all material respects to the descriptions thereof in the Prospectus as amended or supplemented. (g) The issue and sale of the Offered Debt Securities and the compliance by the Company with all of the provisions of the Offered Debt Securities, the Indenture, this Agreement and any Delayed Delivery Contract, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, or result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except, in each case, for such conflicts, breaches, defaults and violations that would not have a material adverse effect on the business, financial position, shareholders' equity or results of operations of the Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT") or affect the validity of the Offered Debt Securities, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required by the Company for the issue and sale of the Offered Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, any Delayed Delivery Contract or the Indenture, except such consents, approvals, authorizations, orders, registrations or qualifications the failure to obtain or make would not have a Material Adverse Effect or affect the validity of the Offered Debt Securities, and such consents, approvals, authorizations, orders, registrations or qualifications as have been, prior to the date of this Agreement, obtained under the Securities Act or the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or "Blue Sky" or insurance securities laws in connection with the purchase and distribution of the Offered Debt Securities by the Underwriters. (h) There is no action, suit or proceeding pending, or to the knowledge of the executive officers of the Company, threatened against the Company or any of its subsidiaries, which has, or may reasonably be expected in the future to have, a Material Adverse Effect, except as set forth or contemplated in the Prospectus as amended or supplemented. (i) Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented on the date of this Agreement, there has not been any material change in the capital stock or any material increase in the consolidated long-term debt of the Company or any material adverse change in or affecting the consolidated financial position, shareholders' equity or results of operations of the Company and its consolidated subsidiaries (a "MATERIAL ADVERSE CHANGE") otherwise than as set forth or contemplated in such Prospectus. 3 3. PURCHASE, OFFERING AND DELIVERY. The Company agrees to issue and sell the Offered Debt Securities to the several Underwriters as hereinafter provided, and each Underwriter, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Company the respective principal amount of Offered Debt Securities set forth opposite such Underwriter's name in Schedule II hereto at the purchase price set forth in Schedule I hereto. Payment for the Offered Debt Securities shall be made to the Company by wire transfer of immediately available funds on the date and at the time and place set forth in Schedule I hereto (or at such time and on the same or such other date, not later than the third Business Day thereafter, as the Representatives and the Company may agree in writing). Such payment will be made upon delivery to, or to the Representatives for the respective accounts of, such Underwriters of the Offered Debt Securities registered in such names and in such denominations as the Representatives shall request not less than two full Business Days prior to the date of delivery. As used herein, the term "BUSINESS DAY" means any day other than a day on which banks are permitted or required to be closed in New York City. The time and date of such payment and delivery with respect to the Offered Debt Securities are referred to herein as the Closing Date. The certificates, if any, for the Offered Debt Securities will be made available for inspection and packaging by the Representatives by 1:00 P.M. on the Business Day prior to the Closing Date at such place in New York City as the Representatives and the Company shall agree. If the Registration Statement and the Prospectus, as amended or supplemented, provide for sales of Offered Debt Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Offered Debt Securities pursuant to delayed delivery contracts substantially in the form of Schedule III attached hereto ("DELAYED DELIVERY CONTRACTS") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus. On the Closing Date, the Company will pay the Representatives as compensation, for the accounts of the Underwriters, the fee set forth in Schedule I in respect of the principal amount of Offered Debt Securities covered by Delayed Delivery Contracts (the "CONTRACT OFFERED DEBT SECURITIES") by wire transfer of immediately available funds to a bank account specified by the Representatives. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Offered Debt Securities shall be deducted from the total Offered Debt Securities to which Schedule II pertains and the balance shall be "Underwriters' Offered Debt Securities"; and the aggregate principal amount of Offered Debt Securities to be purchased by each Underwriter shall be reduced commensurately so that the principal amount of Offered Debt Securities (rounded to the nearest $1,000 principal amount) set forth opposite each Underwriter's name in such Schedule II is in the same proportion to the total Underwriters' Offered Debt Securities as the unreduced amounts of each such Underwriter bear to the total Offered Debt Securities including Contract Offered Debt Securities. Such reductions shall be revised to the extent the Representatives determine such reductions should be otherwise and so advise the Company. 4. OFFERING BY UNDERWRITERS. It is understood that the several Underwriters propose to offer the Offered Debt Securities for sale to the public as set forth in the Prospectus. The Underwriters represent and covenant that any offer or sale of the Offered Debt Securities through an electronic medium has been and will be made in compliance with the Securities Act. 5. COVENANTS OF THE COMPANY. The Company covenants and agrees with the several Underwriters that: (a) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and prior to the completion of the distribution of the Offered Debt Securities provide the Representatives with a reasonable opportunity to review such proposed amendment or supplement prior to any filing thereof (other than any filing required to be made pursuant to the Exchange Act) and will not make any such amendment or supplement between the date hereof and the Closing Date which shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; prior to the completion of the distribution of the Offered Debt 4 Securities, the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with, or transmitted for filing to, the Commission (other than any filing required to be made pursuant to the Exchange Act ), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Debt Securities, of the suspension of the qualification of the Offered Debt Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such prospectus or suspending any such qualification, will use promptly its best efforts to obtain its withdrawal; (b) If at any time when a prospectus relating to any Offered Debt Securities is required to be delivered under the Securities Act any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if it is necessary at any time to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act or the Trust Indenture Act, the Company promptly will prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance. The expense of complying with the requirements of this Section 5(b) shall be borne (i) during the period of six months after the first date of the public offering of the Offered Debt Securities, by the Company, and (ii) after the expiration of such six-month period, by those Underwriters on whose behalf the Representatives may request copies of the Prospectus or of an amendment or amendments of or a supplement or supplements to the Prospectus. (c) The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement or statements of the Company and its subsidiaries (which need not be audited) for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act. (d) The Company will furnish to the Representatives copies of the Registration Statement (one of which will include all exhibits), each related preliminary prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives reasonably request. (e) The Company will arrange for the qualification of the Offered Debt Securities for offering and sale and the determination of their eligibility for investment under the applicable securities and insurance laws of such jurisdictions as the Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (f) The Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Offered Debt Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus and the Prospectus and amendments and 5 supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing, word processing or reproducing this Agreement, the Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Offered Debt Securities; (iii) all expenses in connection with the qualification of the Offered Debt Securities for offering and sale under state securities or insurance laws as provided in Section 5(e) hereof, including fees and disbursements of the Representatives' counsel in connection with such qualification and in connection with any Blue Sky and Legal Investment Memoranda; (iv) any fees charged by securities rating services for rating the Offered Debt Securities; (v) any filing fees incident to any required review by the Corporate Financing Department of NASD Regulation, Inc. (NASDR) of the terms of the sale of the Offered Debt Securities; (vi) the cost of preparing the Offered Debt Securities, including any fees and expenses relating to the use of book-entry securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with the Indenture and the Offered Debt Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 7 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Offered Debt Securities by them, and any advertising expenses connected with any offers they may make. (g) During the period beginning on the date hereof and continuing to and including the earlier of (i) the termination of the trading restrictions for the Offered Debt Securities, as notified to the Company by the Representatives, and (ii) the Closing Date, the Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company that mature more than nine (9) months after the Closing Date and that are substantially similar to the Offered Debt Securities. The foregoing restriction shall not apply to an issue of debt securities denominated in a currency other than U.S. dollars or to an issue of debt securities at least 90% of which is offered and sold outside the United States. (h) The Company will advise the Representatives in writing not later than 3:30 p.m., New York City time, on the second Business Day prior to the Closing Date of the names of any investors with which the making of Delayed Delivery Contracts has been approved by the Company and the principal amount of any Contract Offered Debt Securities to be covered by each such Delayed Delivery Contract. (i) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. 6 6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the several Underwriters to purchase and pay for the Offered Debt Securities will be subject to the accuracy, at and as of the Closing Date, in all material respects, of the representations and warranties on the part of the Company herein, to the accuracy, in all material respects, of the statements of Company officers made pursuant to the provisions hereof, to the performance, in all material respects, by the Company of its obligations hereunder and to the following additional conditions: (a) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission or, to the knowledge of the executive officers of the Company, shall be contemplated by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives. (b) Since the respective dates as of which information is given in the Prospectus, there shall not have occurred any material change in or affecting the business, properties or financial condition of the Company or its material subsidiaries which, in the judgment of the Representatives, materially impairs the investment quality of the Offered Debt Securities. (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, if the effect of any such event, in the reasonable judgment of the Representatives, is to make it impracticable or inadvisable to market the Offered Debt Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (iii) any downgrading in the rating accorded the Company's senior debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; (iv) the suspension in trading in the securities of the Company on any national securities exchange or quotation system on which they are listed or quoted, if the effect of such event in the reasonable judgment of the Representatives is to make it impracticable or inadvisable to market the Offered Debt Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; or (v) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, other than any such outbreak, escalation or declaration that does not represent a significant departure from the conditions that exist on the date hereof, if the effect of any such event in the reasonable judgment of the Representatives is to make it impracticable or inadvisable to market the Offered Debt Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented. (d) The Representatives shall have received an opinion or opinions of Timothy M. Hayes, Esq., General Counsel of the Company, or such other counsel as shall be acceptable to the Representatives, dated the Closing Date, to the effect that: (i) The Company is a corporation duly incorporated and validly existing under the laws of the State of Indiana, and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus as amended or supplemented and to enter into and perform its obligations under, or as contemplated under, this Agreement; 7 (ii) Each of the subsidiaries of the Company has been duly incorporated and is validly existing as a business corporation or an insurer, as the case may be, and is in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus as amended or supplemented; provided, however, that "good standing" means with respect to any subsidiary incorporated under the laws of the State of Indiana, that such subsidiary has filed its most recent biennial report required by the laws of the State of Indiana and Articles of Dissolution have not been filed in the State of Indiana with respect to such subsidiary; to the knowledge of such counsel, the Company and each of its subsidiaries has been duly qualified as a foreign corporation for the transaction of business or licensed to transact business as an insurance company, as the case may be, and is in good standing under the laws of each other jurisdiction in which it owns or leases substantial properties, or conducts business, and where the failure so to qualify and be in good standing would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; all of the outstanding shares of capital stock of each such subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and (except for any directors' qualifying shares) are owned, directly or indirectly, by the Company, free and clear of all liens and encumbrances; and, to the knowledge of such counsel, the Company and each of its subsidiaries has all required authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (including, without limitation, each insurance regulatory authority having jurisdiction over the Company or any insurance subsidiary of the Company) to own, lease and operate its properties and to conduct its business as described in the Prospectus, except such authorizations, approvals, orders, licenses, certificates and permits which, if not obtained, would not have a material adverse effect on the business of the Company and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (ii) upon opinions (in form and substance satisfactory to the Representatives) of local counsel and of counsel for the subsidiaries, such counsel being acceptable to counsel for the Underwriters, copies of which shall be furnished to the Representatives; and in respect of matters of fact upon certificates of public officials or officers of the Company or its subsidiaries, provided that such counsel shall state that he or she believes that he or she is justified in relying upon such opinions); (iii) There are no legal or governmental proceedings pending or, to the knowledge of such counsel, threatened, of a character that are required to be disclosed in the Registration Statement and Prospectus as amended or supplemented, other than as disclosed therein; to the knowledge of such counsel, there are no contracts, indentures, mortgages, deeds of trust, loan agreements or other documents of a character required to be described in the Registration Statement or Prospectus as amended or supplemented (or required to be filed under the Exchange Act if upon such filing they would be incorporated by reference therein) or to be filed as exhibits to the Registration Statement that are not described and filed as required and all descriptions in the Prospectus as amended or supplemented of such documents to which the Company or its subsidiaries are a party are accurate in all material respects; (iv) Neither the Company nor any of its subsidiaries is in violation of its articles of incorporation, charter or by-laws or in default in the performance or observance of any contractual obligation known to such counsel, the violation of or default under which has or will have a material adverse effect on the business of the Company and its subsidiaries taken as a whole. The issue and sale of the Offered Debt Securities, the compliance by the Company with all of the provisions of the Offered Debt Securities, the Indenture, each of the Delayed Delivery Contracts, if any, and this Agreement, and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument for money borrowed to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (B) result in any violation of (x) the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company or (y) any statute, order, rule, regulation, 8 judgement, writ or decree known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in any manner which, in the case of clauses (A) and (B)(y), would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (iv) with respect to subsidiaries upon opinions (in form and substance satisfactory to the Representatives) of counsel for the subsidiaries, such counsel being acceptable to counsel for the Underwriters, copies of which shall be furnished to the Representatives, provided that such counsel shall state that he or she believes that he or she is justified in relying upon such opinions); (v) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties is required for the issue and sale of the Offered Debt Securities or the consummation by the Company of the other transactions contemplated by this Agreement, the Indenture, or any Delayed Delivery Contract, except such as may be required under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "Blue Sky" or insurance laws in connection with the public offering of the Offered Debt Securities by the Underwriters; (vi) This Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; (vii) The Indenture has been duly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (viii) The Offered Debt Securities have been duly authorized and, when executed and authenticated pursuant to the Indenture and issued and delivered against payment therefor pursuant to this Agreement (or, in the case of any Contract Offered Debt Securities, pursuant to the Delayed Delivery Contracts with respect thereto), (A) the Offered Debt Securities will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, are in the form authorized in or pursuant to the Indenture, and conform in all material respects to the description thereof in the Prospectus as amended or supplemented and (B) each holder of Offered Debt Securities will be entitled to the benefits of the Indenture; (ix) The information in the Prospectus as amended or supplemented under the captions "Description of Debt Securities", "Certain United States Federal Income Tax Considerations", and "Description of Offered Debt Securities", or any caption purporting to cover such matters, to the extent that such information constitutes matters of law, summaries of legal matters, or legal conclusions, has been reviewed by such counsel and is correct in all material respects; (x) The Indenture is qualified under the Trust Indenture Act; (xi) The Registration Statement is effective under the Securities Act and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceeding for that purpose has been initiated or threatened by the Commission; 9 (xii) The Registration Statement (other than the financial statements and supporting schedules included therein and the Statement of Eligibility under the Trust Indenture Act filed as an exhibit thereto, as to which no opinion need be expressed), at the time it became effective, appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the Securities Act, the Trust Indenture Act and the respective rules and regulations of the Commission thereunder; (xiii) The Company is not, and after giving effect to the issue and sale of the Offered Debt Securities, will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (xiv) The documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and supporting schedules included therein, as to which no opinion need be expressed), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder; and (xv) Nothing has come to such counsel's attention that would lead such counsel to believe that the Registration Statement (other than the financial statements and supporting schedules contained or incorporated by reference therein or omitted therefrom and the Statement of Eligibility under the Trust Indenture Act filed as an exhibit thereto, as to which such counsel need not comment), at the time it became effective, and if an amendment to the Registration Statement under the Securities Act or an Annual Report on Form 10-K under the Exchange Act has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time each such amendment became effective and the most recent such Form 10-K was filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (other than the financial statements and supporting schedules included or incorporated by reference therein or omitted therefrom, as to which such counsel need not comment), as amended or supplemented, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving such opinion, such counsel may rely as to matters of New York law upon the opinion of Sidley Austin Brown & Wood LLP referred to in Section 6(e). (e) The Representatives shall have received from Sidley Austin Brown & Wood LLP, counsel for the Underwriters, such opinion, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Debt Securities, the Registration Statement, the Prospectus as amended or supplemented, and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. In giving such opinion, Sidley Austin Brown & Wood LLP may rely as to matters of Indiana law upon the opinion of Timothy Hayes, Esq., General Counsel of the Company (or other counsel licensed to practice in the State of Indiana) referred to in Section 6(d). (f) The Representatives shall have received a certificate of the Chairman, the President, or a Vice President and the Treasurer or Assistant Treasurer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, in all material respects, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied, in all material respects, at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission, and that, since the respective dates as of which information is given in the Prospectus as amended or supplemented there has not been any Material 10 Adverse Change, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented. (g) The Representatives shall have received a letter or letters of the independent registered public accountant firm(s) which has certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus as amended or supplemented and/or of such other independent registered public accountant firm(s) as the Company shall have engaged for such purpose, dated the Closing Date, to the effect set forth in Schedule IV hereto. The Company will furnish the Representatives with such confirmed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. 7. INDEMNIFICATION. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus as amended or supplemented, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, the Registration Statement, the Prospectus as amended or supplemented or any other prospectus relating to the Offered Debt Securities or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use therein; and provided, further, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages or liabilities asserted against such Underwriter by any purchaser of Offered Debt Securities to the extent that such losses, claims, damages or liabilities result from the fact that a copy of the Prospectus furnished by the Company (excluding any documents incorporated by reference therein) was not sent or given to such purchaser at or prior to the written confirmation of the sale of such Offered Debt Securities to such purchaser. (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus, the Registration Statement or the Prospectus as amended or supplemented, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, the Registration Statement, the Prospectus as amended or supplemented or any other prospectus relating to the Offered Debt Securities or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action is brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that 11 it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Debt Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Offered Debt Securities (before deducting expenses) received by the Company bear to the total commissions or discounts received by the Underwriters in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company on the one hand or by the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Debt Securities purchased by or through such Underwriter were sold exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of each Underwriter under this Section 7 shall be in addition to any liability which such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act. 8. DEFAULTS OF UNDERWRITERS. (a) If any Underwriter shall default in its obligation to purchase Underwriters' Offered Debt Securities which it has agreed to purchase hereunder, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Offered Debt Securities on the terms contained herein. If within twenty-four hours 12 after such default by any Underwriter the Representatives do not arrange for the purchase of such Underwriters' Offered Debt Securities, then the Company shall be entitled to a further period of twenty-four hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Underwriters' Offered Debt Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the purchase of such Underwriters' Offered Debt Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Underwriters' Offered Debt Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Underwriters' Offered Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement. (b) If, after giving effect to any arrangements for the purchase of the Underwriters' Offered Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Underwriters' Offered Debt Securities which remains unpurchased does not exceed ten percent of the aggregate principal amount of the Offered Debt Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Underwriters' Offered Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Offered Debt Securities which such Underwriter agreed to purchase hereunder) of the Underwriters' Offered Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. The respective commitments of the Underwriters for purposes of this Section 8 shall be determined without regard to reduction in the respective Underwriters' obligations to purchase the principal amounts of the Offered Debt Securities set forth opposite their names in Schedule II hereto as a result of Delayed Delivery Contracts, if any, entered into by the Company. (c) If, after giving effect to any arrangements for the purchase of the Underwriters' Offered Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Underwriters' Offered Debt Securities which remains unpurchased exceeds ten percent of the aggregate principal amount of the Offered Debt Securities as determined as set forth in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Underwriters' Offered Debt Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5(f) hereof and the indemnity and contribution agreements in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective indemnities, agreements, representations, warranties, and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or any controlling person of any Underwriter or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Offered Debt Securities. 10. NOTICES. All communications hereunder will be in writing, and, if sent to the Underwriters, will be mailed or delivered and confirmed to the Representatives at the address set forth in Schedule I or, if sent to the Company, will be mailed or delivered and confirmed to it at 601 N.W. Second Street, Evansville, Indiana 47708, Facsimile Transmission No. (812) 468-5352, Attention: Treasurer; provided, however, that any notice to an Underwriter pursuant to Section 7 will be mailed or delivered to such Underwriter at its address furnished to the Company by such Underwriter. 13 11. SUCCESSORS. This Underwriting Agreement will inure solely to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. No purchaser of the Offered Debt Securities from any Underwriter shall be deemed a successor or assign merely by reason of such purchase. 12. REPRESENTATION. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives. 13. TERMINATION. If for any reason, other than the occurrence of an event described in Section 6(c), Underwriters' Offered Debt Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) approved in writing by the Representatives reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Offered Debt Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Offered Debt Securities except as provided in Section 5(f) and Section 7 hereof. 14. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 15. COUNTERPARTS. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be an original, but all such respective counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, AMERICAN GENERAL FINANCE CORPORATION By: ___________________________________ Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. [NAME[S]] By: ___________________________________________ Name: Title: 14 SCHEDULE I Title of Designated Securities: [-%] [Floating Rate] [Zero Coupon] Senior [Notes] due Form: [Global Security-Book Entry][Certificated][Bearer] Aggregate Principal Amount: [$-] Registration Statement No.: - Price to Public: -% of the principal amount of the Offered Debt Securities, plus accrued interest [, if any,] from - to the date of payment and delivery [and accrued amortization, if any, from - to the date of payment and delivery] Purchase Price by Underwriters: -% of the principal amount of the Offered Debt Securities, plus accrued interest [, if any,] from - to the date of payment and delivery [and accrued amortization, if any, from - to the date of payment and delivery] Specified Funds for Payment of Purchase [New York] Clearing House funds Price: Indenture: Indenture dated as of May 1, 1999 between the Company and Citibank, N.A., as Trustee Maturity: - Interest Rate: [-%] [Zero Coupon] [See Floating Rate Provisions] Interest Payment Dates: [months and dates] Interest Record Dates - Redemption Provisions: [No provisions for redemption] [The Offered Debt Securities may be redeemed, [otherwise than through the sinking fund,] in whole or in part, at the option of the Company, in the amount of $- or an integral multiple thereof, [on or after -, at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before -, -%, and if] redeemed during the 12-month period beginning Year Redemption Price - - and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after -, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding] Repayment Provisions: [None][Offered Debt Securities are repayable on -, at the option of the holder, at their principal amount with accrued interest.]
Schedule I-1 Sinking Fund Provisions: [No sinking fund provisions] [The Offered Debt Securities are entitled to the benefit of a sinking fund to retire $- principal amount of Offered Debt Securities on - in each of the years - through - at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Company to retire an additional $- principal amount of Offered Debt Securities in the years - through - at 100% of their principal amount plus accrued interest]. [If Securities are Extendable Debt The Offered Debt Securities are repayable on -, [insert date Securities, insert and years], at the option of the holder, at their principal Extendable Provisions: amount with accrued interest. Initial annual interest rate will be -%, and thereafter annual interest rate will be adjusted on -, and - to a rate not less than -% of the effective annual interest rate on U.S. Treasury obligations with --year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date]]. [If Securities are Floating Rate Debt Initial annual interest rate will be -% through - [and Securities, insert thereafter will be adjusted [monthly][quarterly][semi-annually] Floating Rate Provisions: [on each -, - and -] [to an annual rate of -% above the average rate for --year [month] [securities] [certificates of deposit] issued by - and - [insert names of banks].] [and the annual interest rate [thereafter] [from - through -] will be the interest yield equivalent of the weekly average per annum market discount rate for --month Treasury bills plus -% of Interest Differential (the excess, if any, of (i) then current weekly average per annum secondary market yield for --month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for --month Treasury bills); [from - and thereafter the rate will be the then current interest yield equivalent plus -% of Interest Differential].] Time of Delivery: - Closing Location: - Names and Addresses of Designated Representatives: Representatives: Address for Notices, etc.: Delayed Delivery: [None][Underwriters' commissions shall be -% of the principal amount of Debt Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of -.] [Other Terms] -
Schedule I-2 SCHEDULE II
PRINCIPAL AMOUNT OF OFFERED DEBT SECURITIES TO BE UNDERWRITERS PURCHASED - -------------------------------------------------------------------------------- --------------------- [Name(s) of Representative(s)].................................................. [Name(s) of Underwriter(s)]..................................................... --------------------- Total........................................................................... $ =====================
Schedule II-1 SCHEDULE III DELAYED DELIVERY CONTRACT (Three copies of this Delayed Delivery Contract should be signed and returned to the address shown below so as to arrive not later than 9:00 A.M., New York Time, on _________, 20-.) -, 20- AMERICAN GENERAL FINANCE CORPORATION c/o [Name and Address of Representatives] Attention: Ladies and Gentlemen: The undersigned hereby agrees to purchase from American General Finance Corporation (hereinafter called the "COMPANY"), and the Company agrees to sell to the undersigned, [if one delayed closing, insert-as of the date hereof, for delivery on -, 20- (the "DELIVERY DATE")] $- principal amount of the Company's [state title of Offered Debt Securities] (hereinafter called "DEBT SECURITIES"), offered by the Company's Prospectus (which term includes the prospectus supplement dated as of -) relating thereto, receipt of a copy of which is hereby acknowledged, at -% of the principal amount of the Debt Securities so purchased plus accrued interest, if any, from -, 20-, [and accrued amortization, if any, from -, 20-] to the Delivery Date and on the further terms and conditions set forth in this Delayed Delivery Contract ("CONTRACT"). [If two or more delayed Closings, insert the following: The undersigned will purchase from the Company as of the date hereof, for delivery on the dates set forth below, Debt Securities in the principal amounts set forth below
DELIVERY DATE PRINCIPAL AMOUNT - ------------- ----------------
Each of such delivery dates is hereinafter referred to as a "DELIVERY DATE".] Payment for Debt Securities which the undersigned has agreed to purchase for delivery on [the] [each] Delivery Date shall be made to the Company by wire transfer of immediately available funds to a bank account specified by the Company, on [the] [such] Delivery Date upon delivery to the undersigned of the Debt Securities to be purchased by the undersigned - for delivery on such Delivery Date - in definitive form and in such denominations and registered in such names as the undersigned may designate by written communication addressed to the Company not less than three full business days prior to [the] [such] Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Debt Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Debt Securities on [the] [each] Delivery Date shall be subject only to the conditions that (A) investment in the Debt Securities shall not at [the] [such] Delivery Date be prohibited under the laws of any jurisdiction Schedule III-1 [in the United States] to which the undersigned is subject and which governs such investment and (B) the Company shall have sold to the Underwriters the total principal amount of the Debt Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Debt Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which governs such investment. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This Contract shall be governed by and construed in accordance with the laws of the State of New York. The obligation of the undersigned to take delivery of and make payment for Debt Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Debt Securities pursuant to other contracts similar to this Contract. It is understood that the acceptance of any Delayed Delivery Contract (including this Contract) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Very truly yours, [Name of Purchaser] By: ___________________________________ Title: Address: Telephone No.: Accepted, as of the above date. AMERICAN GENERAL FINANCE CORPORATION By: __________________________________ Name: Title: Schedule III-2 SCHEDULE IV Pursuant to Section 6(g) of the Underwriting Agreement, the accountants shall provide a comfort letter or letters to the effect that: (i) They are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission; (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited by them and included or incorporated by reference in the Registration Statement and Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and the related rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the Public Company Accounting Oversight Board ("PCAOB") of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter(s), as indicated in their reports thereon, copies of which have been separately furnished to the representative or representatives of the Underwriters (the "REPRESENTATIVES"), such term to include an Underwriter or Underwriters who act without any firm being designated as its or their representatives; (iii) They have made a review in accordance with standards established by the PCAOB of the unaudited condensed consolidated statements of income, consolidated balance sheets, consolidated statements of cash flows and consolidated statements of comprehensive income included in the Prospectus and/or included in the Company's Quarterly Reports on Form 10-Q incorporated by reference into the Prospectus; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations adopted by the Commission; (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter(s) nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Item 503(d) of Regulation S-K; (vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter(s), nothing came to their attention that caused them to believe that: Schedule IV-1 A. (i) the unaudited condensed consolidated statements of income, consolidated balance sheets, consolidated statements of cash flows and consolidated statements of comprehensive income included and/or incorporated by reference in the Prospectus and included in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets, consolidated statements of cash flows and consolidated statements of comprehensive income included in the Prospectus or included in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles; B. any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; C. the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; D. any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations adopted by the Commission thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; E. as of a specified date not more than five days prior to the date of such letter(s), there have been any changes in the consolidated capital stock or any increase in the consolidated long-term debt of the Company and its subsidiaries, or as of the end of the latest period for which financial statements are available, any decreases in consolidated net assets, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus as amended and supplemented discloses have occurred or may occur or which are described in such letter(s); and F. for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the end of the last period for which financial statements are available there were any decreases in consolidated total revenues or the total amount of consolidated income before extraordinary items or consolidated net income of the Company and its subsidiaries in each case as compared with the comparable period of the preceding year, except in each case for increases or decreases which the Prospectus as amended and supplemented discloses have occurred or may occur or which are described in such letter(s); and (vii) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and Schedule IV-2 financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Schedule IV to the Prospectus shall be deemed to refer to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) as defined in the Underwriting Agreement. Schedule IV-3 EX-5 3 y10721exv5.txt OPINION AND CONSENT OF TIMOTHY M. HAYES EXHIBIT 5 AMERICAN GENERAL AMERICAN GENERAL FINANCE CORPORATION Financial Services 601 N.W. Second Street [Logo omitted] P.O. Box 59 Evansville, IN 47701-0059 812-424-8031 July 12, 2005 American General Finance Corporation 601 N.W. Second Street Evansville, Indiana 47708 Ladies and Gentlemen: This opinion is furnished in connection with the proposed issuance and sale by American General Finance Corporation, an Indiana corporation (the "Company"), of up to $10,000,000,000 aggregate principal amount of its debt securities (the "Debt Securities") pursuant to: (a) The Company's Registration Statement on Form S-3 relating to the Debt Securities (the "Registration Statement"); and (b) The Indenture, dated as of May 1, 1999, between the Company and Citibank, N.A. ("Citibank"), as Trustee, pursuant to which the Debt Securities are to be issued (the "Indenture"). I am Senior Vice President, General Counsel and Secretary of the Company, and am familiar with and have examined, either personally or through attorneys under my supervision, direction and control, originals or copies certified to my satisfaction, of the Registration Statement, the Indenture, the Restated Articles of Incorporation and bylaws of the Company and such other corporate records, certificates of corporate officials as to certain matters of fact, and instruments and documents as I have deemed necessary or advisable as a basis for the opinions set forth herein. In such examination, I have assumed the genuineness of all signatures (other than the signatures of persons signing on behalf of the Company), the authenticity and completeness of all documents, certificates, instruments and records submitted as originals and the conformity to the original instruments of all documents submitted as copies, and the authenticity and completeness of the originals of such copies. In addition, in rendering this opinion, as to certain matters of fact, I have relied solely upon certificates of officers of the Company and certificates or telegrams of public officials, without any independent investigation of such matters. Based upon the foregoing, I am of the opinion that: 1. The Company is existing as a corporation under the laws of the State of Indiana. 2. When the issuance of a Debt Security has been duly authorized by all necessary corporate action of the Company as contemplated by the Indenture, subject to the terms of such Debt Security being otherwise in compliance with then applicable law, and when such Debt Security has been duly executed, authenticated, sold and delivered in the form approved pursuant to and in accordance with the terms of the Indenture and as described in the Registration Statement, which Registration Statement shall have become effective, the supplement or supplements to the Prospectus constituting a part thereof and, if applicable, such agreement or agreements as may have been duly authorized and executed in connection with the sale of such Debt Security, such Debt Security will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (a) enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. To the extent that the obligations of the Company under such Debt Security may be dependent upon such matters, I assume for purposes of this opinion that Citibank is a national banking association at all times duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full power and authority to enter into and perform its obligations under the Indenture, and the Indenture, at the time of the issuance and sale of such Debt Security, will constitute the valid and legally binding obligation of Citibank, enforceable against Citibank in accordance with its terms. The laws covered by the opinions expressed herein are limited to the laws of the State of Indiana and, with respect to the opinions expressed in paragraph 2 above, the laws of the State of New York. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Opinions" in the prospectus included in the Registration Statement. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission thereunder. This opinion is for the sole benefit of the addressee and, without my express prior written consent, may not be relied upon by any other person. Very truly yours, /s/ TIMOTHY M. HAYES Timothy M. Hayes Senior Vice President, General Counsel and Secretary EX-12 4 y10721exv12.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES . . . EXHIBIT 12 AMERICAN GENERAL FINANCE CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED DECEMBER 31, ----------------------------------------------------------------- THREE MONTHS ENDED MARCH 31, 2005 2004 2003 2002 2001 2000 -------------- ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) EARNINGS: Income before provision for income taxes... $ 187,239 $ 680,951 $ 571,587 $ 496,270 $ 394,217 $ 408,803 Interest expense........................... 192,829 626,401 538,858 553,877 620,487 677,372 Implicit interest in rents................. 4,588 18,306 18,382 17,690 16,863 16,310 -------------- ---------- ---------- ---------- ---------- ---------- Total earnings................................ $ 384,656 $1,325,658 $1,128,827 $1,067,837 $1,031,567 $1,102,485 ============== ========== ========== ========== ========== ========== FIXED CHARGES: Interest expense........................... $ 192,829 626,401 $ 538,858 $ 553,877 $ 620,487 $ 677,372 Implicit interest in rents................. 4,588 18,306 18,382 17,690 16,863 16,310 -------------- ---------- ---------- ---------- ---------- ---------- Total fixed charges........................... $ 197,417 $ 644,707 $ 557,240 $ 571,567 $ 637,350 $ 693,682 ============== ========== ========== ========== ========== ========== RATIO OF EARNINGS TO FIXED CHARGES 1.95 2.06 2.03 1.87 1.62 1.59
EX-23.B 5 y10721exv23wb.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 1, 2005 relating to the consolidated financial statements and financial statement schedule, which appears in American General Finance Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the references to us under the headings "Experts" and "Selected Financial Information" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Chicago, Illinois July 11, 2005 EX-24 6 y10721exv24.txt POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $10,000,000,000 aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr. and Timothy M. Hayes, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 7th day of July, 2005. /s/ Stephen L. Blake ------------------------------------ Stephen L. Blake STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Stephen L. Blake who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 7th day of July, 2005. /s/ Linda C. Meredith ------------------------------------ Printed: Linda C. Meredith Notary Public County of Residence: Vanderburgh ----------- Commission Expires: 6/19/10 ------- POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $10,000,000,000 aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr. and Timothy M. Hayes, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of July, 2005. /s/ Robert A. Cole ------------------------------------ Robert A. Cole STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Robert A. Cole who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 8th day of July, 2005. /s/ Linda C. Meredith ------------------------------------ Printed: Linda C. Meredith Notary Public County of Residence: Vanderburgh ----------- Commission Expires: 6/19/10 --------- POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $10,000,000,000 aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr. and Timothy M. Hayes, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 7th day of July, 2005. /s/ William N. Dooley ------------------------------------ William N. Dooley STATE OF NEW YORK ) ) SS: COUNTY OF NEW YORK ) Before me, a Notary Public in and for said County and State, personally appeared William N. Dooley who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 7th day of July, 2005. /s/ Sandra A. Lemonds ------------------------------------ Printed: Sandra A. Lemonds Notary Public County of Residence: New York -------- Commission Expires: 4/22/06 ------- POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $10,000,000,000 aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr. and Timothy M. Hayes, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 7th day of July, 2005. /s/ Jerry L. Gilpin ------------------------------------ Jerry L. Gilpin STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Jerry L. Gilpin who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 7th day of July, 2005. /s/ Linda C. Meredith ------------------------------------ Printed: Linda C. Meredith Notary Public County of Residence: Vanderburgh ----------- Commission Expires: 6/19/10 ------- POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $10,000,000,000 aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr. and Timothy M. Hayes, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 7th day of July, 2005. /s/ Stephen H. Loewenkamp ------------------------------------ Stephen H. Loewenkamp STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared Stephen H. Loewenkamp who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 7th day of July, 2005. /s/ Linda C. Meredith ------------------------------------ Printed: Linda C. Meredith Notary Public County of Residence: Vanderburgh ----------- Commission Expires: 6/19/10 ------- POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 ("Registration Statement") including a prospectus therein (the "Prospectus"), with such amendments (including pre-effective and post-effective amendments) to such Registration Statement and any supplement or supplements to the Prospectus as may be necessary or appropriate, in connection with the registration of up to $10,000,000,000 aggregate principal amount of senior debt securities (the "Debt Securities") to be issued by the Company and may file with the Commission pursuant to Rule 462(b) promulgated under the Act a Registration Statement on Form S-3 for the registration of additional Debt Securities (the "Rule 462(b) Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company does hereby appoint Frederick W. Geissinger, Donald R. Breivogel, Jr. and Timothy M. Hayes, and each of them, severally, his true and lawful attorney-in-fact or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the Company: (1) the Registration Statement, and any Rule 462(b) Registration Statement including the Prospectus and exhibits thereto and any and all amendments (including pre-effective and post-effective amendments) to such Registration Statement or Rule 462(b) Registration Statement and any supplement or supplements to the Prospectus as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto; and (2) any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify (or exempt from registration or qualification) the securities of the Company being offered, and to register or license the Company as a broker or dealer in securities, under the securities or blue-sky or insurance laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by the Registration Statement or any Rule 462(b) Registration Statement. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with the Registration Statement or any Rule 462(b) Registration Statement or related securities or blue-sky or insurance filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 7th day of July, 2005. /s/ George D. Roach ------------------------------------ George D. Roach STATE OF INDIANA ) ) SS: COUNTY OF VANDERBURGH ) Before me, a Notary Public in and for said County and State, personally appeared George D. Roach who acknowledged the execution of the foregoing Power of Attorney. Witness my hand and Notarial Seal, this 7th day of July, 2005. /s/ Linda C. Meredith ------------------------------------ Printed: Linda C. Meredith Notary Public County of Residence: Vanderburgh ----------- Commission Expires: 6/19/10 ------- EX-25 7 y10721exv25.txt FORM T-1 EXHIBIT 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) _________ ----------------------------------- CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ----------------------------------- American General Finance Corporation (Exact name of obligor as specified in its charter) Indiana 35-0416090 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 601 N.W. Second Street Evansville, Indiana 47708 (Address of principal executive offices) (Zip Code) ----------------------------------- Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject.
Name Address - --------------------------- ---------------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of March 31, 2005 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 12th day of July, 2005. CITIBANK, N.A. By /s/ John J. Byrnes ----------------------------- John J. Byrnes Vice President Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of March 31, 2005 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 12th day of July, 2005. CITIBANK, N.A. By /s/ John J. Byrnes -------------------------------- John J. Byrnes Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on March 31, 2005, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.
THOUSANDS OF DOLLARS ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin....................................................... $ 15,630,000 Interest-bearing balances................................................................................ 26,770,000 Held-to-maturity securities.............................................................................. 47,000 Available-for-sale securities............................................................................ 108,258,000 Federal funds sold in domestic Offices................................................................... 4,418,000 Federal funds sold and securities purchased under agreements to resell................................... 10,700,000 Loans and leases held for sale........................................................................... 2,345,000 Loans and lease financing receivables: Loans and Leases, net of unearned income........................................................ 373,201,000 LESS: Allowance for loan and lease losses................................................................ 7,574,000 Loans and leases, net of unearned income, allowance, and reserve......................................... 365,627,000 Trading assets........................................................................................... 89,239,000 Premises and fixed assets (including capitalized leases)................................................. 4,199,000 Other real estate owned.................................................................................. 66,000 Investments in unconsolidated subsidiaries and associated companies...................................... 1,013,000 Customers' liability to this bank on acceptances outstanding............................................. 1,207,000 Intangible assets: Goodwill.............................................................................. 9,424,000 Intangible assets: Other intangible assets............................................................... 10,886,000 Other assets............................................................................................. 34,763,000 ------------------- TOTAL ASSETS............................................................................................. $ 684,592,000 =================== LIABILITIES Deposits: In domestic offices............................................................................ $ 128,351,000 Noninterest- bearing..................................................................................... 24,391,000 Interest- bearing........................................................................................ 103,960,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs............................................ 335,376,000
Noninterest- bearing..................................................................................... 26,016,000 Interest- bearing........................................................................................ 309,360,000 Federal funds purchased in domestic Offices.............................................................. 13,363,000 Federal funds purchased and securities sold under agreements to repurchase............................... 6,817,000 Demand notes issued to the U.S. Treasury................................................................. 0 Trading liabilities...................................................................................... 46,571,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss....... 50,035,000 Bank's liability on acceptances executed and outstanding................................................. 1,207,000 Subordinated notes and debentures........................................................................ 14,977,000 Other liabilities........................................................................................ 32,173,000 ------------------- TOTAL LIABILITIES........................................................................................ $ 628,870,000 =================== MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES........................................................... 497,000 EQUITY CAPITAL Perpetual preferred stock and related surplus............................................................ 1,950,000 Common stock............................................................................................. 751,000 Surplus.................................................................................................. 26,034,000 Retained Earnings........................................................................................ 27,666,000 -------------------- Accumulated net gains (losses) on cash flow hedges....................................................... -1,176,000 Other equity capital components.......................................................................... 0 -------------------- TOTAL EQUITY CAPITAL..................................................................................... $ 55,225,000 =================== TOTAL LIABILITIES AND EQUITY CAPITAL..................................................................... $ 684,592,000 ===================
I, William J. Gonska, Controller & Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. William J. Gonska, CONTROLLER & VICE PRESIDENT We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ALAN S. MACDONALD WILLIAM R. RHODES ROBERT B. WILLUMSTAD DIRECTORS -----END PRIVACY-ENHANCED MESSAGE-----