EXHIBIT 99.1
GUARANTEE
By:
AEGON N.V. (the "Guarantor")
Whereas:
(A) As part of its USD 4,500,000,000 commercial paper program (the
"Program") Transamerica Finance Corporation (the "Issuer") proposes,
from time to time, to issue Notes.
(B) The Notes will be issued pursuant to one of several dealer agreements
dated March 19, 2000, July 16, 1996, September 16, 1988, September 1,
1998 and June 1, 1984 between the Issuer and the Dealers named in it
(the "Dealer Agreement") and an agency agreement dated June 1, 1984
between, inter alia, the Issuer and the Agents named in it (the
"Issuing and Paying Agency Agreement").
(C) Aegon has agreed to guarantee unconditionally and irrevocably all
payments of principal, premium (if any) and interest (if any) due in
respect of the Notes issued during the term of this Guarantee
identified in that certain Dealer Agreement, as set forth above and
issued as part of the Program (the "Notes") by the Issuer.
Now this Guarantee witnesses and it is hereby declared as follows:
AEGON N.V., a corporation duly incorporated under the laws of The Netherlands,
hereby unconditionally and irrevocably guarantees to Cede & Co., as nominee of
The Depository Trust Company, or to its registered assigns (in such capacity,
together with its registered assigns, "Cede") for the benefit of Cede and each
holder (a "Holder") of a Note issued by the Issuer, a wholly-owned subsidiary of
the Guarantor, and evidenced by the Master Note to which this Guarantee is
attached (the "Master Note"), the prompt and punctual payment (and not merely
the collection) of all obligations represented by the Master Note, when and as
the same shall become due and payable, without any requirement that Cede, the
Holder or Chase Manhattan Bank, as issuing and paying agent for the Notes (the
"Issuing and Paying Agent") under that certain Issuing and Paying Agency
Agreement among the Issuer and the Issuing and Paying Agent, as the same may be
amended from time to time, first proceed against the Issuer. All payments to be
made under this Guarantee in respect of the Master Note shall be payable to
Cede. This Guarantee shall also cover all charges and expenses related to the
Notes and all expenses incurred by either Cede or the Holder in enforcing its
rights under this Guarantee.
The liability of the Guarantor under this Guarantee shall be unconditional and
irrevocable for the duration of this Guarantee, as hereinafter set forth,
irrespective of (i) any lack of validity or enforceability of the Master Note or
any Note, (ii) any change of the time, manner or place of payment, or any other
term, of the Master Note or any Note, (iii) any law, regulation or order of any
jurisdiction affecting any term of the Master Note or any Note or Cede's or any
Holder's rights with respect thereto, and (iv) any other circumstance which
might otherwise constitute a defence available to, or a discharge of, the Issuer
or the Guarantor.
This Guarantee shall extend to all Notes issued by the Issuer for the
period from the date of this Guarantee until December 31, 2000 (the "Duration").
The Guarantee shall continue in full force and effect until all principal,
premium and interest (including any additional amounts required to be paid in
accordance with the Notes) and all other monies payable in respect of each Note
issued by the Issuer during the Duration of this Guarantee have been paid. The
Guarantee may be renewed, in Guarantor's sole discretion, for a specified
duration in order to continue to serve in full force and effect for Notes issued
by the Issuer after the Duration of this Guarantee. Renewal of the Guarantee
will require a new Guarantee to be issued by the Guarantor on or before December
15, 2000. Notwithstanding any provisions stated herein, this Guarantee shall
automatically terminate and be of no force or effect in the event that Issuer is
no longer an affiliated company of Guarantor.
This Guarantee is unsecured and unsubordinated and ranks pari passu with
all unsecured and unsubordinated indebtedness of the Guarantor other than
obligations that by mandatory operation of law would be given priority in a
dissolution of the Guarantor.
The Guarantor hereby waives (i) demand, notice and presentment,
promptness, diligence, notice of acceptance and all other notice, marshalling of
assets and set-off, together with any defense by reason of extension of time for
payment or other indulgence granted by the Issuing and Paying Agent, Cede or any
Holder, or any other defense or matter whatsoever which would otherwise release
the Guarantor, and (ii) any requirement that the Issuing and Paying Agent, Cede
or any Holder exhaust any right or take any action against the Issuer or any
collateral security before proceeding against the Guarantor. The Guarantor will
not exercise any rights which it may acquire by way of subrogation or by any
indemnity, reimbursement or other agreement until all outstanding Notes and all
of the obligations under this Guarantee shall have been paid in full. The
Guarantor agrees that, if at any time all or any part of any payment under this
Guarantee is or must be rescinded or returned by Cede, the Holder or the Issuing
and Paying Agent for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of the Issuer or the Guarantor), then
such amount shall, for purposes of this Guarantee, to the extent that such
payment is or must be rescinded or returned, be deemed to have continued to be
outstanding, notwithstanding such payment hereunder to Cede, the Holder or the
Issuing and Paying Agent, as the case may be, and this Guarantee shall continue
to be effective or be reinstated, as the case may be, as to such amount, all as
though such application had not been made.
Any payments to any Dealer hereunder or to any Holder (each Dealer and
Holder is hereinafter referred to in this paragraph as a "Payee") from time to
time with respect to this Guarantee shall be in United States dollars and shall
be payable free and clear of and without deduction or withholding for, or on
account of, any and all present or future taxes, duties, assessments, levies and
other governmental charges of any nature whatsoever now or hereafter imposed,
levied, collected, withheld or assessed in The Netherlands or in any other
jurisdiction from which such payments are made or any territory or political
subdivision thereof, unless such deduction or withholding is required by law
("Foreign Taxes"). If by operation of law or otherwise, Foreign Taxes are
required to be deducted or withheld from any amounts payable to a Payee, the
Guarantor agrees to pay such additional amounts to each Payee (the "Additional
Amounts") as may be necessary to ensure that the net amount actually received by
the Payee, after deduction of any Foreign Taxes imposed with respect to the
payment of such Additional Amounts, shall equal the amount the Payee would have
received if no Foreign Taxes had been deducted or withheld from such payment;
provided, however, that no Additional Amounts shall be so payable for or on
account of: (i) any Foreign Taxes which would not have been imposed but for the
fact that any Payee: (A) had a present or former personal or business connection
with The Netherlands or any other jurisdiction from which payments are made, or
any territory or political subdivision thereof (a "Foreign Jurisdiction") other
than the mere ownership of, or receipt of payment under, the Notes; (B)
presented such Notes for payment in any Foreign Jurisdiction unless such Notes
could not have been presented for payment elsewhere; (C) presented a Note for
payment more than fifteen (15) days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later; or (D) did not provide to the Issuer correct or
sufficient information to avoid any withholding of taxes; (ii) any estate,
inheritance, gift, sale, transfer, personal property or similar tax, assessment
or other governmental charge; or (iii) any Foreign Taxes which are payable
otherwise than by withholding or deduction.
To the extent that the Guarantor or any of its respective properties,
assets or revenues may have or may hereafter become entitled to, or have
attributed to it, any right of immunity, on the grounds of sovereignty or other
similar grounds, from any legal action, suit or proceeding in connection with or
arising out of this Guarantee, from the giving of any relief thereunder, from
set-off or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgement, from attachment in aid of
execution of judgement, or from execution of judgement or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgement,
in any jurisdiction in which any proceeding may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out
of or in connection with this Guarantee, the Guarantor hereby irrevocably and
unconditionally waives, and agrees for the benefit of Cede and each Holder from
time to time of a Note, not to plead or claim any such immunity, and consents to
such relief and enforcement.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of law provisions,
except with respect to authorization and execution by or on behalf of the
Guarantor which are required to be governed by the laws of The Netherlands. The
Guarantor agrees that any legal action, suit or proceeding against it arising
out of or related to this Guarantee may be brought in the United States federal
courts located in the Borough of Manhattan or the courts of the State of New
York located in the Borough of Manhattan and hereby irrevocably accepts and
submits to the non-exclusive jurisdiction of the aforementioned courts, in
personam, generally and unconditionally, with respect to any suit, action or
proceeding in connection with or arising out of this Guarantee for itself and
its respective properties, assets and revenues. The Guarantor agrees that a
final unappealable judgement in any action or proceeding arising out of or
relating to this Guarantee shall be conclusive and may be enforced in any other
jurisdiction otherwise having jurisdiction over the Guarantor by suit on the
judgement or in any other manner provided by law.
The Guarantor hereby consents to accept service of process at the
offices of LeBouef, Lamb, Xxxxxx & XxxXxx Attention Xxxxxx Xxxxxxxxx, located at
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and acknowledges that process may
be served in any suit or proceeding instituted in any Federal or State court
located in the Borough of Manhattan arising out of or relating to this
Guarantee, in accordance with legal procedures prescribed for such courts,
provided that in the case of such service of process upon the process agent, the
party effecting the service shall also deliver a copy thereof to Guarantor via
overnight courier service to the attention of Group Treasury at AEGON NV ,
Xxxxxxxxxxxxxxx 00, 0000 XX, Xxx Xxxxx, Xxx Xxxxxxxxxxx. Nothing herein shall in
any way be deemed to limit the ability of Cede, the Issuing and Paying Agent or
the Holder to serve any such legal process, summons, notices and documents in
any other manner permitted by applicable law or to obtain jurisdiction over the
Guarantor or bring actions, suits or proceedings against the Guarantor in such
other jurisdictions, and in such manner, as may be permitted by applicable law.
The Hague, August 1, 2000 AEGON N.V.
By: s/X. X. xxx Xxxxxxx
Name: X. X. xxx Xxxxxxx
Title: Senior Vice President and Group Treasurer
