AMERICAN GENERAL FINANCE CORPORATION
Medium-Term Notes, Series E
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
August 5, 1997
American General Securities Incorporated
2727 Allen Parkway
Houston, Texas 77019-2155
Gentlemen:
AMERICAN GENERAL FINANCE CORPORATION, an Indiana
corporation (the "Company"), confirms its agreement with
American General Securities Incorporated, an affiliate of the
Company (the "Agent"), with respect to the issuance and sale
by the Company of its Medium-Term Notes, Series E described
herein (the "Notes"). The Notes are to be issued pursuant to
an Indenture, dated as of May 1, 1997 (the "Indenture"),
between the Company and The First National Bank of Chicago as
trustee (the "Trustee"). As of the date hereof, the Company
has authorized the issuance and sale of up to $1,000,000,000
aggregate principal amount of Notes pursuant to the terms of
this Agreement or a Distribution Agreement dated August 5,
1997 among the Company and several unaffiliated agents of the
Company (the "Unaffiliated Agents Distribution Agreement").
It is understood, however, that the Company may from time to
time authorize the issuance of additional Notes and that such
additional Notes may be sold through the Agent pursuant to
the terms of this Agreement or through the unaffiliated
agents pursuant to the Unaffiliated Agents Distribution
Agreement, all as though the issuance of such Notes were
authorized as of the date hereof.
The Company has filed with the Securities and Exchange
Commission (the "Commission") registration statements on
Form S-3 (Registration No. 33-57910 and No. 333-28925) for
the registration of debt securities, including the Notes, and
warrants to purchase debt securities under the Securities Act
of 1933 (the "1933 Act") and the offering thereof from time
to time in accordance with Rule 415 of the rules and
regulations of the Commission under the 1933 Act (the "1933
Act Regulations"). Such registration statements have been
declared effective by the Commission and the Indenture has
been qualified under the Trust Indenture Act of 1939 (the
"1939 Act"). Such registration statements (and any further
registration statements which may be filed by the Company for
the purpose of registering additional Notes and in connection
with which this Agreement is included or incorporated by
reference as an exhibit) and the prospectus constituting a
part thereof, together with any prospectus supplements or
pricing supplements relating to the Notes, including all
documents incorporated therein by reference, as from time to
time amended or supplemented by the filing of documents
pursuant to the Securities Exchange Act of 1934 (the "1934
Act") or the 1933 Act or otherwise, are referred to herein as
the "Registration Statement" and the "Prospectus",
respectively, except that if any revised prospectus shall be
provided to the Agent by the Company for use in connection
with the offering of the Notes which is not required to be
filed by the Company pursuant to Rule 424(b) of the 1933 Act
Regulations, the term "Prospectus" shall refer to such
revised prospectus from and after the time it is first
provided to the Agent for such use. The term "Prospectus"
shall not, however, include any prospectus supplement which
relates solely to an offering of debt securities of the
Company other than the Notes. In addition, after such time
as the Company has issued and sold $50 million aggregate
principal amount of Notes, the term "Registration Statement"
shall not include Registration Statement No. 33-57910 or the
exhibits thereto or documents incorporated by reference
therein.
SECTION 1. Appointment as Agent.
(a) Appointment of Agent. Subject to the terms and
conditions stated herein and subject to the reservation by
the Company of the right to sell Notes directly on its own
behalf and through or to other dealers or agents, the Company
hereby appoints the Agent as a nonexclusive agent for the
purpose of soliciting purchases of the Notes from the Company
by others.
(b) Reasonable Best Efforts Solicitations; Right to
Reject Offers. Upon receipt of instructions from the
Company, the Agent will use its reasonable best efforts to
solicit offers to purchase such principal amount of the Notes
as the Company and the Agent shall agree upon from time to
time during the term of this Agreement, it being understood
that the Company shall not approve the solicitation of offers
to purchase Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of
the principal amount of the Notes registered pursuant to the
Registration Statement. The Agent will have no
responsibility for maintaining records with respect to the
aggregate principal amount of Notes sold or of otherwise
monitoring the availability of Notes for sale under the
Registration Statement. The Agent will communicate to the
Company, orally or in writing, each offer to purchase Notes,
other than those offers rejected by the Agent. The Agent
shall have the right to reject any proposed purchase of
Notes, as a whole or in part, and any such rejection shall
not be deemed a breach of the Agent's agreement contained
herein. The Company may accept or reject any proposed
purchase of the Notes, in whole or in part. The Agent shall
make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes
has been solicited by the Agent and accepted by the Company,
but the Agent shall not have any liability to the Company in
the event any such purchase is not consummated for any
reason.
(c) Reliance. The Company and the Agent agree that any
Notes, the placement of which the Agent arranges, shall be
placed by the Agent in reliance on the representations,
warranties, covenants and agreements of the Company and on
the terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to the Agent as
of the date hereof, as of the date of each acceptance by the
Company of an offer for the purchase of Notes through the
Agent, and as of the date of each delivery of Notes through
the Agent, as follows:
(i) Due Incorporation and Qualification. The
Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of
Indiana with corporate power and authority to own its
properties and conduct its business as described in the
Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business 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 to so 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.
(ii) Subsidiaries. Each of the Company's
subsidiaries has been duly incorporated and is validly
existing as a corporation in good standing under the
laws of its jurisdiction of incorporation, has corporate
power and authority to own or lease its properties and
conduct its business as described in the Prospectus, and
has been duly qualified as a foreign corporation for the
transaction of business 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; and
all of the outstanding shares of capital stock of each
of the Company's subsidiaries have been duly authorized
and validly issued, are fully paid and non-assessable,
and (except for directors' qualifying shares) are owned,
directly or indirectly, by the Company, free and clear
of all liens and encumbrances; and 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
commission having jurisdiction over the Company or any
insurance subsidiary of the Company) to own or lease its
properties and 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, and neither the Company nor any of its
subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such
authorization, approval, order, license, certificate or
permit which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would
materially adversely affect the business of the Company
and its subsidiaries taken as a whole.
(iii) Registration Statement and Prospectus. At
the time the Registration Statement became effective,
the Registration Statement and the Indenture complied,
and as of the applicable representation date referred to
in Section 2(a) hereof will comply, in all material
respects with the applicable requirements of the 1933
Act and the 1933 Act Regulations and the 1939 Act and
the rules and regulations of the Commission promulgated
thereunder. The Registration Statement, at the time it
became effective, did not, and at each time thereafter
at which any amendment to the Registration Statement
becomes effective and any Annual Report on Form 10-K is
filed by the Company with the Commission and as of each
applicable representation date referred to in
Section 2(a) hereof will not, contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make
the statements therein not misleading. The Prospectus,
as of the date hereof does not, and as of each
representation date referred to in Section 2(a) hereof
will not, include an untrue statement of a material fact
or omit 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; provided, however, that the representations
and warranties in this subsection shall not apply to
statements in or omissions from the Registration
Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Company in
writing by the Agent expressly for use in the
Registration Statement or Prospectus or to that part of
the Registration Statement which constitutes the
Trustee's Statement of Eligibility and Qualification
under the 1939 Act (Form T-1).
(iv) Incorporated Documents. The documents
incorporated by reference in the Prospectus, at the time
they were or hereafter are filed with the Commission,
complied or when so filed will comply in all material
respects with the requirements of the 1934 Act and the
rules and regulations promulgated thereunder (the "1934
Act Regulations"), and, when read together and with the
other information in the Prospectus, did not and will
not contain an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein 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 furnished in writing to the Company by the
Agent expressly for use in the Prospectus or such
documents.
(v) Financial Statements. The financial statements
(including the notes thereto) and any supporting
schedules of the Company and its consolidated
subsidiaries included or incorporated by reference in
the Registration Statement and the Prospectus present
fairly the consolidated financial position of the
Company and its consolidated subsidiaries as at the
dates indicated and the consolidated results of their
operations for the periods specified; and, except as
stated therein, said financial statements have been
prepared in conformity with generally accepted
accounting principles applied on a consistent basis; and
the supporting schedules included or incorporated by
reference in the Registration Statement present fairly
the information required to be stated therein.
(vi) Authorization and Validity of this
Agreement, the Indenture and the Notes. This Agreement
has been duly authorized, executed and delivered by the
Company and, upon execution and delivery by the Agent,
will be a valid and legally binding agreement of the
Company; the Indenture has been duly qualified under the
1939 Act, has been duly authorized, executed and
delivered by the Company and constitutes a valid and
legally binding instrument of the Company enforceable
against the Company in accordance with its terms, except
as 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; the Notes have
been duly authorized by all necessary action by the
Board of Directors, and by the Terms and Pricing
Committee of the Board of Directors, of the Company and,
when the variable terms of the Notes have been
established by any two of the authorized officers to
whom such authority has been delegated and the same have
been executed, authenticated and delivered pursuant to
the provisions of this Agreement and the Indenture
against payment of the consideration therefor specified
in the Prospectus, the Notes will constitute valid and
legally binding obligations of the Company enforceable
against the Company in accordance with their terms,
except as 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
will be entitled to the benefits of the Indenture; and
the Notes and the Indenture will be substantially in the
forms heretofore delivered to the Agent and conform in
all material respects to all statements relating thereto
contained in the Prospectus.
(vii) Material Changes or Material Transactions.
Since the respective dates as of which information is
given in the Registration Statement and Prospectus,
except as may otherwise be stated therein or
contemplated thereby, (a) there has been no material
adverse change nor any development or event involving a
prospective material adverse change in the business,
financial condition or results of operations of the
Company and its subsidiaries considered as a whole,
whether or not arising in the ordinary course of
business; and (b) there have not been any transactions
entered into by the Company or any of its subsidiaries,
other than transactions in the ordinary course of
business or transactions which are not material in
relation to the Company and its subsidiaries taken as a
whole.
(viii) No Defaults; Regulatory Approvals. 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, 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; and the execution and delivery of this
Agreement and the Indenture and the consummation of the
transactions contemplated herein and therein have been
duly authorized by all necessary corporate action and
will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries
pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by
which it or any of them may be bound or to which any of
the property or assets of the Company or any such
subsidiary is subject, 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 or, to the best
knowledge of the Company, any law, administrative
regulation or administrative or court order or decree.
(ix) Legal Proceedings; Contracts. Except as may
be set forth in the Registration Statement and
Prospectus, there are no legal or governmental
proceedings pending or to the best of the Company's
knowledge, threatened to which the Company or any of its
subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is subject, which
individually or in the aggregate, are expected to have
a material adverse effect on the business, financial
condition or results of operations of the Company and
its subsidiaries taken as a whole, or which reasonably
could be expected to materially and adversely affect the
properties or assets thereof, or which reasonably could
be expected to materially and adversely affect the
consummation of this Agreement; and there are no
contracts or documents of the Company or any of its
subsidiaries which are required to be filed as exhibits
to the Registration Statement by the 1933 Act or by the
1933 Act Regulations which have not been so filed.
(x) No Authorization, Approval or Consent Required.
No authorization, approval or consent of any court or
governmental authority or agency is necessary in
connection with the sale of the Notes hereunder, except
such as may be required under the 1933 Act or the 1933
Act Regulations or state securities or "Blue Sky" or
insurance laws.
(xi) Investment Company Act of 1940 Not
Applicable. The Company is not an "investment company"
or a "company controlled by an `investment company'"
within the meaning of the Investment Company Act of
1940, as amended.
(b) Additional Certifications. Any certificate signed
by any officer of the Company and delivered to the Agent in
connection with the solicitation of offers to purchase Notes
shall be deemed a representation and warranty by the Company
to the Agent as to the matters covered thereby on the date of
such certificate.
SECTION 3. Solicitations as Agent.
(a) Solicitations as Agent. On the basis of the
representations and warranties herein contained, but subject
to the terms and conditions herein set forth, the Agent
agrees, as an agent of the Company, to use its reasonable
best efforts to solicit offers to purchase the Notes upon the
terms and conditions set forth herein and in the Prospectus.
The Company reserves the right, in its sole discretion,
to suspend solicitation of purchases of the Notes through the
Agent, commencing at any time for any period of time or
permanently. Upon receipt of instructions from the Company,
the Agent will forthwith suspend solicitation of offers to
purchase the Notes from the Company until such time as the
Company has advised the Agent that such solicitation may be
resumed.
The Company shall not pay any commission or other
remuneration to the Agent in connection with sales of Notes
through the Agent. The Company intends to pay all direct
expenses associated with sales of Notes through the Agent.
The purchase price, interest rate or interest rate basis
or formula, maturity date and other terms with respect to
specific Notes shall be agreed upon by the Company and the
Agent and set forth in a pricing supplement to the Prospectus
to be prepared following each acceptance by the Company of an
offer for the purchase of Notes. Except as may be otherwise
provided in such pricing supplement, the Notes will be issued
in denominations of $1,000 and integral multiples thereof.
All Notes sold through the Agent will be sold at 100% of
their principal amount unless otherwise agreed to by the
Company and the Agent.
(b) Administrative Procedures. Administrative
Procedures with respect to the sale of Notes shall be agreed
upon from time to time by the Agent and the Company (the
"Procedures"). The Agent and the Company agree to perform
the respective duties and obligations specifically provided
to be performed by them in the Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with the Agent as follows:
(a) Earnings Statement. The Company will make generally
available to its security holders as soon as practicable, but
not later than 90 days after the close of the period covered
thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 1933 Act) covering each
twelve month period beginning, in each case, not later than
the first day of the Company's fiscal quarter next following
the "effective date" (as defined in such Rule 158) of the
Registration Statement with respect to each sale of Notes.
(b) "Blue Sky" Qualifications. The Company will
endeavor, in cooperation with the Agent, to qualify the Notes
for offering and sale under the applicable securities and
insurance laws of such states and other jurisdictions of the
United States as the Agent may designate, and will maintain
such qualifications in effect for as long as may be required
for the distribution of the Notes; provided, however, that
the Company shall not be obligated to file any general
consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so
qualified. The Company will file such statements and reports
as may be required by the laws of each jurisdiction in which
the Notes have been qualified as above provided. The Company
will promptly advise the Agent of the receipt by the Company
of any notification with respect to the suspension of the
qualification of the Notes for sale in any such state or
jurisdiction or the initiating or threatening of any
proceeding for such purpose.
(c) 1934 Act Filings. The Company, during the period
when the Prospectus is required to be delivered under the
1933 Act, will file promptly all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act.
SECTION 5. Indemnification.
(a) Indemnification of the Agent. The Company agrees to
indemnify and hold harmless the Agent, each person, if any,
who controls the Agent within the meaning of Section 15 of
the 1933 Act, and each employee, agent or other person acting
on behalf of the Agent in connection with the offering of the
Notes, as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out
of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement
(or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be
stated therein or necessary to make the statements
therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact
contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected
with the written consent of the Company; and
(iii) against any and all expense whatsoever, as
incurred (including the fees and disbursements of
counsel chosen by the Agent), reasonably incurred in
investigating, preparing or defending against any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission, to the extent that any such
expense is not paid under (i) and (ii) above;
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the
extent arising out of or based upon any untrue statement or
omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information
furnished to the Company by the Agent expressly for use in
the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto), or made
in reliance upon the Statement of Eligibility under the 1939
Act filed as an exhibit to the Registration Statement.
(b) Indemnification of Company. The Agent agrees to
indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement (or
signs any amendment thereto), and each person, if any, who
controls the Company within the meaning of Section 15 of the
1933 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement
(or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company
by the Agent expressly for use in the Registration Statement
(or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto).
(c) General. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the
commencement or threat 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 or threat
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 shall be commenced or threatened
against any indemnified party and it shall notify the
indemnifying party of the commencement or threat thereof, the
indemnifying party shall be entitled to participate therein
and, to the extent that it shall desire and so elect within
a reasonable time after receipt of such notification, 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 it being understood that the indemnifying party shall
not, in connection with any one such action or separate but
substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local
counsel of which there shall not be more than one firm in any
jurisdiction) for all such indemnified parties (treating the
indemnified party and its controlling persons, directors and
officers referred to in subsections (a) and (b) above,
respectively, to which the provisions of this Section 5
extend as a single indemnified party for such purpose)), 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.
SECTION 6. Contribution.
In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement provided
for in Section 5 hereof is for any reason unavailable to or
insufficient to hold harmless the indemnified parties
although applicable in accordance with its terms, the Company
and the Agent shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by the
Company and the Agent, as incurred, in such proportions that
the Agent is responsible for that portion represented by the
percentage that the total commissions and underwriting
discounts received by the Agent from the sale of Notes to the
date of such liability bears to the total sales price
received by the Company from the sale of Notes to the date of
such liability, and the Company is responsible for the
balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each
person, if any, who controls the Agent within the meaning of
Section 15 of the 1933 Act shall have the same rights to
contribution as the Agent, and each director of the Company,
each officer of the Company who signed the Registration
Statement (or signs any amendment thereto), and each person,
if any, who controls the Company within the meaning of
Section 15 of the 1933 Act shall have the same rights to
contribution as the Company.
SECTION 7. Payment of Expenses.
The Company will pay all expenses incident to the
performance of its obligations under this Agreement,
including:
(i) The preparation and filing of the Registration
Statement and any amendments thereto and the Prospectus
and any amendments or supplements thereto;
(ii) The preparation, filing and reproduction of
this Agreement;
(iii) The preparation, printing, issuance and
delivery of the Notes, including any fees and expenses
relating to the use of book-entry notes;
(iv) The fees and disbursements of the Company's
accountants and counsel, of the Trustee and its counsel
and of any Calculation Agent;
(v) The qualification of the Notes under state
securities and insurance laws, including filing fees;
(vi) The printing and delivery to the Agent in
quantities as hereinabove stated of copies of the
Registration Statement and any amendments thereto, and
of the Prospectus and any amendments or supplements
thereto, and the delivery by the Agent of the Prospectus
and any amendments or supplements thereto in connection
with solicitations or confirmations of sales of the
Notes;
(vii) The printing (or copying) and delivery to
the Agent of copies of the Indenture (and any
supplements and amendments thereto) and any "Blue Sky"
Survey and any Legal Investment Survey;
(viii) Any fees charged by rating agencies for the
rating of the Notes;
(ix) The fees and expenses, if any, incurred with
respect to any filing with the National Association of
Securities Dealers, Inc.;
(x) Any advertising and other out-of-pocket expenses
of the Agent incurred with the approval of the Company;
(xi) The cost of providing CUSIP or other
identification numbers for the Notes; and
(xii) The fees and expenses of any Depository (as
defined in the Indenture) and any nominees thereof in
connection with the Notes.
SECTION 8. Termination.
(a) Termination of this Agreement. This Agreement may
be terminated for any reason, at any time by either party
hereto upon the giving of 30 days' written notice of such
termination to the other party hereto.
(b) General. In the event of any such termination, no
party will have any liability to the other party hereto,
except that (i) if at the time of termination an offer to
purchase any of the Notes has been accepted by the Company
but the time of delivery to the purchaser or his agent of the
Note or Notes relating thereto has not occurred, the
covenants set forth in Section 4 hereof shall remain in
effect until such Notes are so delivered, and (ii) the
covenant set forth in Section 4(a) hereof, the indemnity and
contribution agreements set forth in Sections 5 and 6 hereof,
and the provisions of Sections 10 and 11 hereof shall remain
in effect.
SECTION 9. Notices.
Unless otherwise provided herein, all notices required
under the terms and provisions hereof shall be in writing,
either delivered by hand, by mail or by telex, telecopier or
telegram, and any such notice shall be effective when
received at the address specified below.
If to the Company:
American General Finance Corporation
c/o American General Corporation
2929 Allen Parkway
Houston, Texas 77019-2155
Fax: (713) 522-3487
Attention: Assistant Treasurer-Corporate Finance
If to the Agent:
American General Securities Incorporated
c/o American General Corporation
2929 Allen Parkway
Houston, Texas 77019-2155
Attention: Assistant Treasurer - Corporate Finance
or at such other address as such party may designate from
time to time by notice duly given in accordance with the
terms of this Section 9.
SECTION 10. Governing Law.
This Agreement and all the rights and obligations of the
parties created hereby shall be governed by and construed in
accordance with the laws of the State of Indiana applicable
to agreements made and to be performed in such State.
SECTION 11. Parties.
This Agreement shall inure to the benefit of and be
binding upon the Agent and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their
respective successors and the controlling persons and
officers and directors referred to in Sections 5 and 6 and
their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the parties hereto and their
respective successors and said controlling persons and
officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm
or corporation. No purchaser of Notes shall be deemed to be
a successor by reason merely of such purchase.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all
counterparts will become a binding agreement between the
Agent and the Company in accordance with its terms.
Very truly yours,
AMERICAN GENERAL FINANCE
CORPORATION
By: ________________
John S. Poelker
Senior Vice President and
Chief Financial Officer
By: ________________
James L. Gleaves
Assistant Treasurer
Accepted:
AMERICAN GENERAL SECURITIES INCORPORATED
By: ______________
F. Paul Kovach, Jr.
President