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Exhibit 4.4.1
AMERICAN FINANCIAL GROUP, INC.,
AFC HOLDING COMPANY
AND
THE BANK OF NEW YORK,
a New York banking corporation, as TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER __, 1997
___% Subordinated Debentures
Amending the Indenture, dated as of _________, 1997, by and between AFC
Holding Company (formerly known as American Financial Group, Inc.) and The Bank
of New York, as Trustee, with respect to the ___% Subordinated Debentures in
order to substitute American Financial Group, Inc. (formerly known as American
Financial Group Holdings, Inc.) as obligor for all purposes under the ___%
Subordinated Debentures and the Indenture
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FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of December __, 1997, among American Financial Group, Inc., an Ohio corporation
(formerly known as American Financial Group Holdings, Inc.)(the "Company"), AFC
Holding Company, an Ohio corporation and wholly-owned subsidiary of AFG
(formerly known as American Financial Group, Inc.)("AFC Holding"), and The Bank
of New York, as trustee, (the "Trustee"), with respect to the ___% Subordinated
Debentures (the "Securities").
RECITALS
A. AFC Holding and the Trustee are parties to an Indenture dated as of
_________, 1997 (the "Indenture") pursuant to which AFC Holding may issue, from
time to time, Securities.
B. On December 2, 1997, the shareholders of AFC Holding voted to
approve a reorganization pursuant to which AFC Holding became a wholly-owned
subsidiary of the Company, and such reorganization became effective
December 2, 1997.
C. Section 902 of the Indenture sets forth the procedure under which,
among other things, AFC Holding may enter into supplemental indentures with the
consent of Holders to, among other things, add any provisions or change in any
manner or eliminate any provisions of the Indenture.
D. No Securities have been issued under the Indenture.
E. AFC Holding desires to be discharged from any and all obligations
under the Indenture, and the Company desires to assume all obligations of AFC
Holding under the Securities and the Indenture and be substituted for AFC
Holding under the Securities and the Indenture for all purposes.
F. The Board of Directors of the Company and AFC Holding have duly
adopted resolutions authorizing the execution and delivery of this Supplemental
Indenture.
G. The Trustee has authorized the execution and delivery of this
Supplemental Indenture.
ARTICLE ONE
ASSUMPTION BY THE COMPANY; DISCHARGE OF AFC HOLDING
From and after the date hereof, the Company expressly covenants to
assume all the obligations of AFC Holding under the Securities and the Indenture
and agrees to, for all purposes, be substituted for AFC Holding under the
Securities and the Indenture. From and
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after the date hereof, AFC Holding is released and discharged from any and all
obligations under the Securities and the Indenture.
ARTICLE TWO
MISCELLANEOUS
Section 2.1 GOVERNING LAW. The internal laws of the State of ______
shall govern and be used to construe this Supplemental Indenture, without regard
to the conflicts of law rules thereof.
Section 2.2 DEFINED TERMS. Capitalized terms used but not defined
herein shall have the respective meanings assigned to them in the Indenture.
Section 2.3 REPRESENTATION OF AFC HOLDING. This Supplemental Indenture
is a legal, valid and binding obligation of AFC Holding in accordance with its
terms. All conditions and requirements on the part of AFC Holding necessary to
make this Supplemental Indenture binding upon AFC Holding have been performed
and fulfilled. No Securities have been issued under the Indenture, and AFC
Holding has no obligation to the Trustee or otherwise under any Securities or
the Indenture.
Section 2.4 REPRESENTATION OF THE COMPANY. The Company is a successor
issuer to AFC Holding for all purposes under Rule 12g-3 promulgated under the
Securities Exchange Act of 1934. This Supplemental Indenture is a legal, valid
and binding obligation of the Company in accordance with its terms. All
conditions and requirements on the part of the Company necessary to make this
Supplemental Indenture binding upon the Company have been performed and
fulfilled.
Section 2.5 REPRESENTATION OF THE TRUSTEE. This Supplemental Indenture
is a legal, valid and binding obligation of the Trustee in accordance with its
terms. All conditions and requirements on the part of the Trustee necessary to
make this Supplemental Indenture binding upon the Trustee have been performed
and fulfilled.
IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be signed and acknowledged by their respective officers thereunto
duly authorized as of the day and year first above written.
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SIGNATURES
Dated as of December __, 1997
AMERICAN FINANCIAL GROUP, INC.
By:
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Attest:
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AFC HOLDING COMPANY
By:
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Attest:
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THE BANK OF NEW YORK
By:
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Attest:
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