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 E
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: DATES:
SPREAD:
IF LIBOR:
[ ] LIBOR Reuters SPREAD MULTIPLIER:
[ ] LIBOR Telerate
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
MAXIMUM INTEREST RATE: INITIAL REDEMPTION
IF CMT RATE: PERCENTAGE:
Designated CMT MINIMUM INTEREST RATE:
Telerate Page:
If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
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
,
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 Chicago or the
Borough of Manhattan, 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 on the first page hereof, as determined for the
applicable Interest Determination Date (as defined below)
relating to a CD Rate Note (a "CD Rate Interest Determination
Date").
"CD Rate" means, with respect to any CD Rate Interest
Determination Date, the rate on such date for negotiable
United States dollar certificates of deposit having the Index
Maturity specified on the first page hereof 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 CD Rate Interest Determination Date,
then the CD Rate shall be the rate on such CD Rate Interest
Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity specified on
the first page hereof 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") 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 CD Rate 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 CD Rate Interest
Determination Date of three leading nonbank dealers in
negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for
negotiable United States dollar certificates of deposit of
major United States money center banks of the highest credit
standing (in the market for negotiable United States dollar
certificates of deposit) with a remaining maturity closest to
the Index Maturity specified on the first page hereof in an
amount that is representative for a single transaction in
that market at that time; 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 CD Rate Interest Determination Date
shall 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 Rate Note
(a "Commercial Paper Rate Interest Determination Date").
"Commercial Paper Rate" means, with respect to any
Commercial Paper Rate 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 such
heading is no longer available, such other heading
representing commercial paper issued by non-financial
entities whose bond rating is "Aa", or the equivalent, from
a nationally recognized statistical rating organization. In
the event such rate is not so published by 3:00 p.m. New York
City time on the Calculation Date pertaining to such
Commercial Paper Rate Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate 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 Rate
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 at approximately 11:00
a.m. New York City time on such Commercial Paper Rate
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 a non-financial entity whose bond rating
is "Aa", or the equivalent, from a nationally recognized
statistical rating organization; 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
Rate Interest Determination Date will be the same as the
Commercial Paper Rate in effect for the immediately preceding
Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate). "Money Market
Yield" means a 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 applicable Interest Reset Period.
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 weekly or monthly average, as
specified on the first page hereof, for the week or the
month, as applicable, ended immediately preceding the week or
the month, as applicable, in which the related CMT Rate
Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or is 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 is 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 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 offered rates 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
in The City of New York (each, a "Reference Dealer") 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 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 offered rates 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 shall be based on the arithmetic
mean of the offered rates 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 second 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 shall be used.
"Designated CMT Telerate Page" means the display on the
Dow Jones Telerate Service (or any successor service) on the
page specified on the face hereof (or any other page as may
replace such page on such service), for the purpose of
displaying Treasury Constant Maturities as reported in
H.15(519) or if no such page is specified, page 7052 or such
other page as may replace such page.
"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 or if no
such maturity is specified, 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").
"Prime Rate" means, with respect to any Prime Rate
Interest Determination Date, the rate on that day published
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 shall be the arithmetic mean of
the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 Page (as hereinafter
defined), 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
USPRIME1 Page for that Prime Rate Interest Determination
Date, then the Prime Rate shall be determined by the
Calculation Agent and shall be the arithmetic mean of the
prime rates (or base lending rates) so 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 four major money center banks in The
City of New York selected by the Calculation Agent. If fewer
than four such quotations are so provided, then the Prime
Rate shall be determined by the Calculation Agent and shall
be the arithmetic mean of four prime rates (or base lending
rates) so quoted in The City of New York on such date by the
major money center banks, if any, that have provided such
quotations and by a reasonable number of substitute banks or
trust companies necessary in order to obtain four such prime
rate quotations, provided such substitute banks or trust
companies are 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 to provide such rate or
rates; 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 shall 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).
"Reuters Screen USPRIME1 Page" means the display on the
Reuters Monitor Money Rates Service (or any successor
service) on the "USPRIME1" page (or such other page as may
replace the USPRIME1 page on such service) for the purpose of
displaying prime rates or base lending rates of major United
States banks.
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 shall 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 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 shall 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 shall 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 shall 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).
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 Rate Interest
Determination Date").
"Treasury Rate" means, with respect to any Treasury Rate
Interest Determination Date, the rate from the auction held
on such Treasury Rate 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
Rate 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 Rate 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 Rate Interest Determination Date shall 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 Rate
Interest Determination Date").
"Federal Funds Rate" means, with respect to any Federal
Funds Rate 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 Rate
Interest Determination Date, then the Federal Funds Rate
shall be the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under
the heading "Federal 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 Rate Interest Determination Date shall be calculated by
the Calculation Agent and shall be the arithmetic mean of the
offered rates for the last transaction in overnight Federal
Funds prior to 9:00 a.m. New York City time on such Federal
Funds Rate 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; 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 Rate Interest Determination Date shall 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, as the same may be modified by
United States law of general application.
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.
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.,
5.876545% (or .05876545) rounded upward to 5.87655% (or
.0587655)); 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 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 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 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 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 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 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 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 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 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 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 &
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 Floating 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 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.