EXHIBIT 4(B)
[SPECIMEN]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), 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 IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, 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 F
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
STATED MATURITY: INITIAL REDEMPTION PERCENTAGE:
INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
OPTIONAL REPAYMENT DATE(S): ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
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 CEDE & CO.,
or registered assigns, the principal sum of
DOLLARS
on the State Maturity specified above (except to the extent redeemed or repaid
prior to the Stated Maturity), 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. Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, 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, and on the Stated Maturity or any
Redemption Date or Optional Redemption Date (each as defined below) (the date of
each such Stated Maturity, Redemption Date and Optional Redemption Date and the
date on which principal is due and payable by acceleration pursuant to the
Indenture (as defined below) being referred to hereinafter as a "Maturity" with
respect to principal payable on such date). Interest on this Note will accrue
from and including 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 to, but excluding, the
applicable Interest Payment Date or Maturity, as the case may be, until the
principal hereof has been paid or duly made available for payment. If the
Maturity 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 Date (the "Holder"), which shall be the March 31 or September 30
(whether or not a Business Day), as the case may be, next preceding the April 15
or October 15 Interest Payment Date. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the Holder on such
Regular Record Date and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture. A
"Business Day" means each Monday Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in The City New York are authorized or
obligated 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 of such money of the United States of America as at the
time of payment shall be legal tender for payment of public and private debts to
an account specified by the Holder for such purpose.
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This Medium-Term Note, Series F (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,
1999 (herein called the "Indenture") between the Company and Citibank, N.A., 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.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified on the first page hereof or as set forth under Other Provisions if
so set forth on the first page hereof.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may become 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 aggregate 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 prior to its Stated Maturity on and after the Initial Redemption
Date, if any, specified on the first page hereof (the "Redemption Date"). If no
Initial Redemption Date is set forth on the first page hereof, this Note may not
be redeemed at the option of the Company prior to the Stated 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 (provided that any
remaining principal amount shall be an authorized denomination) 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
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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 by the Annual Redemption Percentage Reduction, if any,
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 prior to its Stated Maturity 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 hereof prior to the Stated
Maturity. On any Optional Repayment Date, this Note will be repayable in whole
or in part in increments of $1,000 (provided that any remaining principal amount
shall be an authorized denomination) at the option of the Holder hereof at a
repayment 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 30 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 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.
This Note is not subject to any sinking fund.
As provided in the Indenture, and subject to certain limitations set forth
therein and on the first page hereof, 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 in the Borough of Manhattan, The City of New York, 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
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. If (i) the Depository is at any time unwilling
or unable to continue as depository and a successor depository is not appointed
by the Company within 90 days, (ii) the Company executes and delivers to the
Trustee a Company Order to the effect that this Note shall be exchangeable or
(iii) an Event of Default has occurred and is continuing with respect to the
Notes, this Note shall be exchangeable for Notes in definitive form of like
tenor and of an equal aggregate
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principal amount, in authorized denominations. Such definitive Notes shall be
registered in such name or names as the Depository shall instruct the Trustee.
If definitive Notes are so delivered, the Company may make such changes to the
form of this Note as are necessary or appropriate to allow for the issuance of
such definitive Notes.
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 New York.
Unless the certificate of authentication hereon has been executed by or on
behalf of Citibank, N.A., the Trustee for this Note under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
AMERICAN GENERAL FINANCE
CORPORATION
[Seal]
BY:______________________________________
Bryan A. Binyon
Vice President and Treasurer
By:______________________________________
David M. McManigal
Assistant Treasurer
Date:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
CITIBANK, N.A.
- -----------------------------------------
as Trustee
By:______________________________________
Authorized Signatory
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof, together with interest to the
repayment date, to the undersigned, at
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER
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(Please Print or Typewrite Name, Address and Telephone Number of the
Undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed. This
Note and notice must be received by the Trustee by 5:00 P.M., New York City
time, on the last day for giving such notice.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (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 this
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 this Note
in every particular, without alteration or
enlargement or any change whatever.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Please Print or Typewrite Name, Address and Telephone Number of the
Assignee)
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________ attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:_______________ __________________________________
NOTICE: The signature on this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatever.
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