EXHIBIT 4(c)
[SPECIMEN]
UNLESS AND UNTIL IT IS EXCHANGED FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. $
CUSIP:
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
FLOATING RATE
MEDIUM-TERM NOTE, SERIES D
ORIGINAL ISSUE DATE: INTEREST RESET DATES: ISSUE PRICE:
INITIAL REDEMPTION DATE: INTEREST RESET PERIOD: MATURITY DATE:
INITIAL INTEREST RATE: INTEREST PAYMENT DATES: INDEX MATURITY:
INTEREST RATE BASIS REGULAR RECORD DATES: OPTIONAL REPAYMENT
OR BASES: DATE(S):
SPREAD:
IF LIBOR: ANNUAL REDEMPTION
[ ] LIBOR Reuters SPREAD MULTIPLIER: PERCENTAGE
[ ] LIBOR Telerate REDUCTION:
MAXIMUM INTEREST RATE:
IF CMT RATE: INITIAL REDEMPTION
Designated CMT MINIMUM INTEREST RATE: PERCENTAGE:
Telerate Page:
Designated CMT
Maturity Index:
AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the
"Company", which term includes any successor corporation under the Indenture
referred to herein), for value received, hereby promises to pay to
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,
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date specified above (except to the extent redeemed or repaid
prior to such Maturity Date), and to pay interest thereon at a rate per annum
equal to the Initial Interest Rate specified above until the first Interest
Reset Date specified above and thereafter at a rate determined in accordance
with the provisions hereof until the principal hereof is paid or duly made
available for payment. Commencing with the Interest Reset Date specified
above first following the Original Issue Date specified above, the rate at
which interest on this Note is payable shall be adjusted daily, weekly,
monthly, quarterly, semi-annually or annually as specified above under
Interest Reset Period. Each such adjusted rate shall be applicable on and
after the Interest Reset Date to which it relates to but not including the
next succeeding Interest Reset Date, or until the Maturity Date, or the date
of redemption or repayment, as the case may be. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next succeeding Business Day, provided that if the
Interest Rate Basis specified above is LIBOR, and if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. Subject to applicable provisions of law
and except as specified herein, on each Interest Reset Date the rate of
interest on this Note shall be the rate determined in accordance with the
provisions set forth below. "Business Day" shall mean any day, other than a
Saturday or Sunday, on which banking institutions in The City of New York are
not required or authorized by law or executive order to close and, with
respect to LIBOR Notes, is also a London Banking Day. "London Banking Day"
shall mean any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
Determination of CD Rate. If the Interest Rate Basis specified on the
first page hereof is the CD Rate, the interest rate with respect to this Note
for any Interest Reset Date shall be the CD Rate plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, specified above, as
determined for the applicable Interest Determination Date (as defined below)
relating to a CD Rate Note (a "Certificate of Deposit Interest Determination
Date").
"CD Rate" means, with respect to any Certificate of Deposit Interest
Determination Date, the rate on such date for negotiable certificates of
deposit having the Index Maturity specified above as such rate shall be
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs (Secondary Market)," or, if
not so published by 3:00 p.m. New York City time on the Calculation Date
pertaining to such Certificate of Deposit Interest Determination Date, then
the CD Rate shall be the rate on such Certificate of Deposit Interest
Determination Date for negotiable certificates of deposit of the Index
Maturity specified above as published by the Federal Reserve Bank of New York
in its daily statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or any successor publication ("Composite Quotations")
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under the heading "Certificates of Deposit." If such rate is not published by
3:00 p.m. New York City time on such Calculation Date, in either H.15(519) or
Composite Quotations, then the CD Rate for that Certificate of Deposit
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the secondary market offered rates as of
10:00 a.m. New York City time on such Certificate of Deposit Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified on the first page hereof in a denomination of $5,000,000;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting rates as mentioned in this sentence, the CD
Rate with respect to such Certificate of Deposit Interest Determination Date
will be the same as the CD Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the Initial Interest
Rate).
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the first page hereof is the Commercial Paper Rate, the interest
rate with respect to this Note for any Interest Reset Date shall be the
Commercial Paper Rate plus or minus the Spread, if any, and/or multiplied by
the Spread Multiplier, if any, specified on the first page hereof, as
determined for the applicable Interest Determination Date relating to a
Commercial Paper Note (a "Commercial Paper Interest Determination Date").
"Commercial Paper Rate" means, with respect to any Commercial Paper
Interest Determination Date, the Money Market Yield (as defined below) on such
date of the rate for commercial paper having the Index Maturity specified on
the first page hereof as such rate shall be published in H.15(519) under the
heading "Commercial Paper" or, if not so published by 3:00 p.m. New York City
time on the Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Commercial Paper Interest Determination Date of the rate for
commercial paper of the specified Index Maturity as published in Composite
Quotations under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If such rate is not published by 3:00 p.m.
New York City time on such Calculation Date in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate for such Commercial Paper Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered rates as of 11:00
a.m. New York City time on such Commercial Paper Interest Determination Date
of three leading dealers in commercial paper in The City of New York selected
by the Calculation Agent for commercial paper of the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA" or the equivalent
from a nationally recognized statistical rating agency; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting rates as mentioned in this sentence, the Commercial Paper Rate with
respect to such Commercial Paper Interest Determination Date will be the same
as the Commercial Paper Rate in effect for the immediately preceding Interest
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Reset Period (or, if there was no such Interest Reset Period, the Initial
Interest Rate). "Money Market Yield" shall mean the yield (expressed as a
percentage rounded as described below) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of CMT Rate. If the Interest Rate Basis specified on the
first page hereof is the CMT Rate, the interest rate with respect to this Note
for any Interest Reset Date shall be the CMT Rate plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, specified on the
first page hereof, as determined for the applicable Interest Determination
Date relating to a CMT Rate Note (a "CMT Rate Interest Determination Date").
"CMT Rate" means, with respect to any CMT Rate Interest Determination
Date, the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption "...Treasury Constant Maturities...Federal Reserve
Board Release H.15...Mondays Approximately 3:45 P.M.," under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the Designated
CMT Telerate Page is 7055, such CMT Rate Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
applicable, ended immediately preceding the week in which the related CMT Rate
Interest Determination Date occurs. If such rate is no longer displayed on
the relevant page, or if not displayed by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date shall be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or if not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such CMT Rate
Interest Determination Date shall be such treasury constant maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for such CMT Rate Interest Determination
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519).
If such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date shall be calculated by the Calculation Agent and shall be a
yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time,
on the CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
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equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Notes") with an
original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent cannot obtain three such Treasury
Note quotations, the CMT Rate for such CMT Rate Interest Determination Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
based on the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from
five such Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the
next highest to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of at
least $100 million. If three or four (and not five) of such Reference Dealers
are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate with respect to such CMT Rate Interest
Determination Date shall be the same as the CMT Rate in effect for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate). If two Treasury Notes with an
original maturity as described in the third preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the Treasury Note with the shorter remaining term to maturity will
be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified, the Designated CMT Telerate Page shall be 7052, or such
other page as may replace such page, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified, the Designated CMT Maturity
Index shall be 2 years.
Determination of Prime Rate. If the Interest Rate Basis specified on the
first page hereof is the Prime Rate, the interest rate with respect to this
Note for any Interest Reset Date shall be the Prime Rate plus or minus the
Spread, if any, and/or multiplied by the Spread Multiplier, if any, specified
on the first page hereof, as determined for the applicable Interest
Determination Date relating to a Prime Rate Note (a "Prime Rate Interest
Determination Date").
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"Prime Rate" means, with respect to any Prime Rate Interest Determination
Date, the rate on that day set forth in H.15(519) under the heading "Bank
Prime Loan," or if not so published by 3:00 p.m. New York City time on the
Calculation Date pertaining to such Prime Rate Interest Determination Date,
then the Prime Rate shall be determined by the Calculation Agent and will be
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the display designated "Screen NYMF Page" by Reuters Monitor
Money Rates Service ("Reuters"), or such other page as may replace such page
on that service for the purpose of displaying prime rates or base lending
rates of major United States banks, as such bank's prime rate or base lending
rate as in effect for that Prime Rate Interest Determination Date. If fewer
than four such rates appear on Reuters Screen NYMF Page for that Prime Rate
Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Rate Interest Determination Date by three
major money center banks in The City of New York selected by the Calculation
Agent. If fewer than three quotations are provided, then the Prime Rate shall
be calculated by the Calculation Agent and shall be determined as the
arithmetic mean of the prime rates so quoted in The City of New York on such
date by three substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, each having total
equity capital of at least $500,000,000 and being subject to supervision or
examination by a Federal or State authority, selected by the Calculation
Agent; provided, however, that if the banks or trust companies selected as
aforesaid by the Calculation Agent are not quoting rates as mentioned in this
sentence, the Prime Rate with respect to such Prime Rate Interest
Determination Date will be the same as the Prime Rate in effect for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
Determination of LIBOR. If the Interest Rate Basis specified on the
first page hereof is LIBOR, the interest rate with respect to this Note for
any Interest Reset Date shall be LIBOR plus or minus the Spread, if any,
and/or multiplied by the Spread Multiplier, if any, specified on the first
page hereof, as determined for the applicable Interest Determination Date
relating to a LIBOR Note (a "LIBOR Interest Determination Date").
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will be,
as specified on the first page hereof, either (a) the arithmetic
mean (as determined by the Calculation Agent) of the offered rates,
as appearing on the Reuters Screen LIBO Page, or such other page as
may replace such page, at approximately 11:00 a.m. London time on
such LIBOR Interest Determination Date for deposits in U.S. dollars
for the period of the Index Maturity specified on the first page
hereof commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date, if at least two
such offered rates appear on the Reuters Screen LIBO Page ("LIBOR-
Reuters"), or (b) the rate for deposits in U.S. dollars for the
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period of the Index Maturity specified on the first page hereof
commencing on the second London Banking Day immediately following
such LIBOR Interest Determination Date that appears as of 11:00 a.m.
London time on such LIBOR Interest Determination Date on the display
screen designated "Page 3750" by Dow Jones Telerate Service
("Telerate"), or such other page as may replace such page on that
service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits ("LIBOR-Telerate").
If neither LIBOR-Reuters nor LIBOR-Telerate is specified on the
first page hereof, then LIBOR will be determined as if LIBOR-
Telerate had been specified. If fewer than two offered rates appear
on the Reuters Screen LIBO Page, or if no rate appears on Telerate
Page 3750, as applicable, then LIBOR for such LIBOR Interest
Determination Date will be determined as if the parties had
specified the rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page as
described in (i)(a) above, or on which no rate appears on Telerate
Page 3750 as specified in (i)(b) above, as applicable, LIBOR will be
determined on the basis of the rates at approximately 11:00 a.m.
London time on such LIBOR Interest Determination Date at which
deposits in U.S. dollars are offered to prime banks in the London
interbank market by four major banks in the London interbank market
selected by the Calculation Agent for the period of the Index
Maturity specified on the first page hereof commencing on the second
London Banking Day immediately following such LIBOR Interest
Determination Date, and in a principal amount of not less than
$1,000,000 that is representative for a single transaction in such
market at such time. The Calculation Agent will request the
principal London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided, then
LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two such
quotations are provided, then LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted
at approximately 11:00 a.m. New York City time on such LIBOR
Interest Determination Date by three major banks in The City of New
York selected by the Calculation Agent for loans in U.S. dollars to
leading European banks having the Index Maturity specified on the
first page hereof commencing on the second London Banking Day
immediately following such LIBOR Interest Determination Date, and in
a principal amount of not less than $1,000,000 that is
representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting rates as mentioned in this
sentence, then LIBOR with respect to such LIBOR Interest
Determination Date will be the same as LIBOR in effect for the
immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Initial Interest Rate).
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Determination of Treasury Rate. If the Interest Rate Basis specified on
the first page hereof is the Treasury Rate, the interest rate with respect to
this Note for any Interest Reset Date shall be the Treasury Rate plus or minus
the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
specified on the first page hereof, as determined for the applicable Interest
Determination Date relating to a Treasury Rate Note (a "Treasury Interest
Determination Date").
"Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate from the auction held on such Treasury Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the first page
hereof as such rate shall be published in H.15(519) under the heading
"Treasury Bills--Auction Average (Investment)," or if not so published by
3:00 p.m. New York City time on the Calculation Date pertaining to such
Treasury Interest Determination Date, then the Treasury Rate shall be the
auction average rate of such Treasury Bills (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of the Treasury.
In the event that the results of the Auction of Treasury Bills having the
Index Maturity specified on the first page hereof are not published or
announced as provided above by 3:00 p.m. New York City time on such
Calculation Date, or if no such Auction is held, then the Treasury Rate shall
be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 p.m. New York City time on
such Treasury Interest Determination Date of three leading primary United
States government securities dealers selected by the Calculation Agent for the
issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified on the first page hereof; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting rates
as mentioned in this sentence, the Treasury Rate with respect to such Treasury
Interest Determination Date will be the same as the Treasury Rate in effect
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
Determination of Federal Funds Rate. If the Interest Rate Basis
specified on the first page hereof is the Federal Funds Rate, the interest
rate with respect to this Note for any Interest Reset Date shall be the
Federal Funds Rate plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the first page hereof, as determined
for the applicable Interest Determination Date relating to a Federal Funds
Rate Note (a "Federal Funds Interest Determination Date").
"Federal Funds Rate" means, with respect to any Federal Funds Interest
Determination Date, the rate on that day for Federal Funds as such rate shall
be published in H.15(519) under the heading "Federal Funds (Effective)" or, if
not so published by 3:00 p.m. New York City time on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, then the Federal
Funds Rate shall be the rate on such Federal Funds Interest Determination Date
as published in Composite Quotations under the heading "Federal
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Funds/Effective Rate." If such rate is not published by 3:00 p.m. New York
City time on such Calculation Date, in either H.15(519) or Composite
Quotations, then the Federal Funds Rate for such Federal Funds Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the offered rates as of 9:00 a.m. New York City time on
such Federal Funds Interest Determination Date arranged by each of three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent for the last transaction in overnight Federal Funds;
provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting rates as mentioned in this sentence, then
the Federal Funds Rate with respect to such Federal Funds Interest
Determination Date will be the same as the Federal Funds Rate in effect for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
Notwithstanding the foregoing, the interest rate on this Note for any
Interest Reset Period shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, specified on the first
page hereof, and shall in no event be higher than the maximum rate permitted
by Indiana law.
The Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing on or before each applicable Calculation Date.
The Calculation Agent will, upon the request of any Holder of this Note,
provide the interest rate then in effect and, if determined, the interest rate
which will become effective as a result of a determination made for the next
Interest Reset Date with respect to this Note.
"Interest Determination Date" shall have the meaning set forth below.
If the Interest Rate Basis specified on the first page hereof is the CD Rate,
the Commercial Paper Rate, the Prime Rate, the CMT Rate, or the Federal Funds
Rate, the Interest Determination Date pertaining to an Interest Reset Date
will be the second Business Day next preceding such Interest Reset Date. If
the Interest Rate Basis specified on the first page hereof is LIBOR, the
Interest Determination Date pertaining to an Interest Reset Date will be the
second London Banking Day next preceding such Interest Reset Date. If the
Interest Rate Basis specified on the first page hereof is the Treasury Rate,
the Interest Determination Date pertaining to an Interest Reset Date will be
the day of the week in which such Interest Reset Date falls on which Treasury
Bills are auctioned, except as hereafter provided. Treasury Bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the
result of a legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week. If an auction falls on a
day that otherwise would be an Interest Reset Date, such Interest Reset Date
will be the next following Business Day. If no auction is held for a
particular week, the Interest Determination Date pertaining to the Interest
Reset Date occurring in that week will be the first Business Day of that week.
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All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
3.876545% (or .03876545) rounded upward to 3.87655% (or .0387655)); and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).
The "Calculation Date" pertaining to an Interest Determination Date will
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if any such day is not a Business Day, the next succeeding Business
Day, or (ii) the Business Day prior to the applicable Interest Payment Date or
the Maturity Date (or any date of redemption or repayment), as the case may
be.
The Company will pay interest on this Note on the Interest Payment Dates
specified on the first page hereof, commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified on the first page
hereof, and on the Maturity Date specified on the first page hereof (or the
date of redemption or repayment hereof); provided, however, that if the
Original Issue Date occurs after a Regular Record Date specified on the first
page hereof and on or before the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date next
succeeding the Original Issue Date. If the Maturity Date (or any date of
redemption or repayment) or an Interest Payment Date (each a "Payment Date")
falls on a day which is not a Business Day, principal, premium, if any, and
interest payable with respect to such Payment Date will be paid on the next
succeeding Business Day (provided that if the Interest Rate Basis specified on
the first page hereof is LIBOR and such next Business Day falls in the next
succeeding calendar month and such Payment Date is an Interest Payment Date,
then such Payment Date will be the immediately preceding Business Day) with
the same force and effect as if made on such Payment Date, and no interest
shall accrue on the amount so payable for the period from and after such
Payment Date. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such Interest Payment Date (whether or
not a Business Day); provided, however, that interest payable on the Maturity
Date (or any date of redemption or repayment) will be payable to the Person to
whom the principal hereof is payable. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and shall be paid to the Persons, and on the notice,
as is provided in the Indenture.
Interest payments on this Note on an Interest Payment Date or at the
Maturity Date hereof, or the date of redemption or repayment hereof, if any,
shall include accrued interest from and including the next preceding Interest
Payment Date in respect of which interest has been paid or duly provided for
(or from and including the Original Issue Date if no interest has been paid or
duly provided for) to but excluding the applicable Interest Payment Date or
the Maturity Date, or such date of redemption or repayment, if any. Accrued
interest shall be calculated by multiplying the principal amount of this Note
by an accrued interest factor, computed by adding together the interest
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factors calculated for each day in the period for which accrued interest is
being calculated. The interest factor for each such day will be computed by
dividing the interest rate applicable to such day by 360 if the Interest Rate
Basis is the CD Rate, Commercial Paper Rate, Prime Rate, LIBOR or Federal
Funds Rate, or by the actual number of days in the year if the Interest Rate
Basis is the CMT Rate or Treasury Rate.
Payment of the principal, premium, if any, and interest on this Note will
be made by wire transfer to an account specified by the Holder for such
purpose.
This Medium-Term Note, Series D (collectively, the "Notes") is one of a
duly authorized issue of debt securities (hereinafter called the "Securities")
of the Company issued and to be issued under an Indenture dated as of
October 1, 1994 (herein called the "Indenture") between the Company and The
Chase Manhattan Bank (National Association), as Trustee (herein, the
"Trustee", which term shall include any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto and the
Officers' Certificate setting forth the terms of this series of Securities,
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes may bear different dates, mature at
different times, bear interest at different rates, be subject to different
redemption or repayment provisions and may otherwise vary, all as provided in
the Indenture and in such Officers' Certificate.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect and subject to the conditions provided in the
Indenture.
Subject to certain exceptions, the Indenture permits the Company and the
Trustee to enter into one or more supplemental indentures, with the consent of
the Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indentures, for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of Securities of such series. The Indenture
also permits the Holders of a majority in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
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interest on this Note at the times, places, and rate, and in the coin or
currency, herein prescribed.
If so provided on the first page hereof, this Note may be redeemed by the
Company on and after the Initial Redemption Date, if any, specified on the
first page hereof. If no Initial Redemption Date is set forth on the first
page hereof, this Note may not be redeemed prior to maturity. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 at the option of
the Company at the applicable Redemption Price (as defined below) together
with interest thereon payable to the Redemption Date, on notice given not more
than 60 nor less than 30 days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.
If applicable, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the first page hereof, of the principal
amount of this Note to be redeemed and shall decline at each anniversary of
the Initial Redemption Date, specified on the first page hereof, by the Annual
Redemption Percentage Reduction, specified on the first page hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
If so provided on the first page hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Optional Repayment
Date(s), if any, indicated on the first page hereof. If no Optional Repayment
Date is set forth on the first page hereof, this Note will not be repayable at
the option of the Holder prior to maturity. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of $1,000 at the
option of the Holder hereof at a price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the Optional Repayment
Date, on notice given by such Holder and received by the Company not more than
60 nor less than 20 days prior to the Optional Repayment Date. In the event
of repayment of this Note in part only, a new Note for the portion hereof not
repaid shall be issued in the name of the Holder hereof upon the surrender
hereof. Any such notice shall be delivered to the office or agency of the
Company in The City of New York and shall be duly executed by the Holder
hereof or by his attorney duly authorized in writing. Such notice shall
consist of this Note with the form set forth below entitled "Option to Elect
Repayment" duly completed or, alternatively, may consist of a letter or other
writing in the same form as the "Option to Elect Repayment" set forth below,
duly completed, provided that such letter or other writing is accompanied or
preceded by delivery of this Note. Such form of notice duly received by the
Company shall be irrevocable. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination will be final
and binding.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of
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transfer at the office or agency of the Company maintained for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes having the same terms as this Note, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in minimum
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture, and subject to certain limitations therein or herein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes
having the same terms as this Note, of different authorized denominations, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All capitalized terms used in this Note but not defined in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture; and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of Indiana,
except that the rights, limitations of rights, obligations, duties and
immunities of the Trustee shall be governed by the laws of the State of New
York.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank (National Association), the Trustee under the Indenture,
or its successor thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to
be imprinted hereon.
AMERICAN GENERAL FINANCE CORPORATION
[Seal]
By: /S/ PHILIP M. HANLEY
Philip M. Hanley
Senior Vice President and
Chief Financial Officer
By: /S/ JAMES L. GLEAVES
James L. Gleaves
Assistant Treasurer
Date:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein, referred to in the within
mentioned Indenture.
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
as Trustee
By: ________________________________
Authorized Officer
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the Floating Rate Medium-Term Note, Series D of the Company
(Registered No. ________) (the "Note") (or portion thereof specified below)
pursuant to its terms at a price equal to the principal amount thereof,
together with interest to the repayment date, to the undersigned, at
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER
______________________________________________________________________________
(Please Print or Typewrite Name, Address and Telephone Number of the
Undersigned)
If less than the entire principal amount of the Note is to be repaid,
specify the portion thereof (which shall be $1,000 or an integral multiple of
$1,000) which the Holder elects to have repaid: $________________________ and
specify the denomination or denominations (which shall be $1,000 or an
integral multiple of $1,000) of the Note or Notes to be issued to the Holder
for the portion of the Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
$____________________.
Dated: __________________ ______________________________________
NOTICE: The signature on this Option
to Elect Repayment must correspond
with the name as written upon the face
of the Note in every particular,
without alteration or enlargement or
any change whatever.
NOTICE TO HOLDER: For the Note to be repaid, compliance with all of the
provisions of the Note relating to optional repayment is required.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
Please print or typewrite name and address including postal zip code and
telephone number of assignee
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________________________attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________ _________________________________
NOTICE: The signature on this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
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