EXHIBIT 4(b)
[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
FIXED RATE
MEDIUM-TERM NOTE, SERIES E
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL REDEMPTION DATE: OPTIONAL REPAYMENT DATE(S):
INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
ISSUE PRICE: INITIAL REDEMPTION PERCENTAGE:
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
, 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 the Interest Rate per annum specified
above, computed on the basis of a 360-day year consisting of
twelve 30-day months, until the principal hereof is paid or
duly made available for payment, semiannually in arrears on
February 1 and August 1 (each an "Interest Payment Date") in
each year commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, unless
the Original Issue Date occurs after a Regular Record Date (
as defined below) and on or before the next succeeding
Interest Payment Date, in which case commencing on the second
Interest Payment Date succeeding the Original Issue Date, to
the registered holder of this Note (the "Holder") on the
Regular Record Date with respect to such Interest Payment
Date, and on the Maturity Date shown above (or any date of
redemption or repayment). Interest on this Note will accrue
from the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has
been paid or duly provided for, from the Original Issue Date
specified above, until the principal hereof has been paid or
duly made available for payment. 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 (as defined below), principal, premium, if any,
or interest payable with respect to such Payment Date will be
paid on the next succeeding 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, which shall be the January 15 or July 15
(whether or not a Business Day), as the case may be, next
preceding the February 1 or August 1 Interest Payment Date;
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. "Business Day" means
any day, other than a Saturday or Sunday, on which banking
institutions in the City of Chicago or the Borough of
Manhattan, The City of New York are not required or
authorized by law or executive order to close.
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 E (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 May 1, 1997
(herein called the "Indenture") between the Company and The
First National Bank of Chicago, 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
a majority in aggregate 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 of 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
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 of this Note, 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 written
notice given to the Holder hereof 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 of this Note, 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 Chicago or the Borough of Manhattan, 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. Such
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 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 use 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 Illinois.
Unless the certificate of authentication hereon has been
executed by The First National Bank of Chicago, 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.
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: ________________
John S. Poelker
Senior Vice President and
Chief Financial Officer
By: ________________
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 FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:_______________
Authorized Officer
Option to Elect Repayment
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay the Fixed Rate Medium-Term
Note, Series E 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.
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, Address and Telephone
Number of the 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.