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Exhibit 4(c)
[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
FLOATING RATE
MEDIUM-TERM NOTE, SERIES G
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ORIGINAL ISSUE DATE: INITIAL INTEREST RESET DATE:
INTEREST RESET DATES: STATED MATURITY:
INITIAL INTEREST RATE: INTEREST PAYMENT DATES: INDEX MATURITY:
DAY COUNT CONVENTION:
INTEREST RATE BASIS OR REGULAR RECORD DATES: OPTIONAL REPAYMENT
BASES: DATE(S):
SPREAD:
IF LIBOR:
[ ] LIBOR Reuters Page: ___ SPREAD MULTIPLIER: INITIAL REDEMPTION
[ ] LIBOR Telerate Page: ___
MAXIMUM INTEREST RATE: INITIAL REDEMPTION
IF CMT RATE: PERCENTAGE:
[ ] CMT Telerate Page 7051 MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
[ ] CMT Telerate Page 7052 INTEREST CALCULATION:
[ ] One-week average yield [ ] Regular Floating Rate Note ADDENDUM ATTACHED:
[ ] One-month average yield [ ] Floating Rate/Fixed Rate Note [ ] YES [ ]NO
Fixed Rate Commencement Date:
Fixed Interest Rate:
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
OTHER PROVISIONS:
</Table>
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
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on the Stated Maturity specified above (except to the extent redeemed, repaid or
accelerated prior to the Stated Maturity), and to pay interest thereon at a rate
per annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases and such other terms
specified above 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 Repayment Date (each as defined below) (the date of
each such Stated Maturity, Redemption Date and Optional Repayment 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 at
the rates determined as specified herein 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 and including 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 falls on a day
that is not a Business Day (as defined below), principal, premium, if any, and
interest payable with respect to such Maturity will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Maturity, and no interest shall accrue with respect to such payment for the
period from and after such Maturity. If any Interest Payment Date other than an
Interest Payment Date at Maturity would fall on a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next succeeding day
that is a Business Day, except that if the Interest Rate Basis specified above
is LIBOR and such Business Day falls in the next calendar month, then the
applicable Interest Payment Date shall be the immediately preceding Business
Day. 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"). The Regular
Record Date shall be the fifteenth calendar day, whether or not a Business Day,
immediately preceding the related 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.
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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Commencing with the Initial Interest Reset Date specified above, the rate
at which interest on this Note is payable shall be reset as of each Interest
Reset Date specified above; provided, however, that if this Note is designated
above as a Floating Rate/Fixed Rate Note, the interest rate will no longer be
reset after the Fixed Rate Commencement Date specified above. Each such reset
rate shall be applicable on and after the Interest Reset Date (which term
includes the Initial Interest Reset Date unless the context requires otherwise)
to which it relates, to but not including the next succeeding Interest Reset
Date, or until the Maturity, 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 an
Interest Rate Basis specified above is LIBOR and such Business Day is in the
next calendar month, then the Interest Reset Date shall be the immediately
preceding Business Day. In addition, if an Interest Rate Basis specified above
is the Treasury Rate and the Interest Determination Date (as defined below)
would otherwise be an Interest Reset Date, then such Interest Reset Date will be
postponed to the next succeeding Business Day. "Business Day" shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in The City of New York are authorized or obligated by law
or executive order to close; provided, however, that, if an Interest Rate Basis
specified above is LIBOR, the day must also be a London Business Day. "London
Business Day" means a day on which commercial banks are open for business in
London.
REGULAR FLOATING RATE NOTES. Unless this Note is designated on the first
page hereof as a Floating Rate/Fixed Rate Note or an Inverse Floating Rate Note
or as having an Addendum attached hereto or Other Provisions apply relating to a
different interest rate formula, it will bear interest at the rate determined by
reference to the Interest Rate Basis or Bases specified on the first page hereof
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, specified on the first page hereof.
FLOATING RATE/FIXED RATE NOTES. If this Note is designated on the first
page hereof as a Floating Rate/Fixed Rate Note, it will bear interest at the
rate determined by reference to the Interest Rate Basis or Bases specified on
the first page hereof plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the first page hereof; provided that on
the Fixed Rate Commencement Date specified on the first page hereof, the
interest rate will be reset to the Fixed Interest Rate specified on the first
page hereof or, if no Fixed Interest Rate is so specified, the interest rate in
effect on the day immediately preceding the Fixed Rate Commencement Date, and
such interest rate will continue in effect until the Maturity.
INVERSE FLOATING RATE NOTES. If this Note is designated on the first page
hereof as an Inverse Floating Rate Note, it will bear interest at the Fixed
Interest Rate specified on the first page hereof minus the rate determined by
reference to the Interest Rate Basis or Bases specified on the first page hereof
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, specified on the first page hereof; provided, however, that unless
otherwise specified on the first page hereof, the interest rate on this Note
will not be less than zero percent.
Subject to applicable provisions of law and except as otherwise specified
herein, on each Interest Reset Date the rate of interest on this Note shall be
the rate determined by the Calculation Agent (as defined below) in accordance
with the applicable provisions below.
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DETERMINATION OF CD RATE. If an Interest Rate Basis specified on the first
page hereof is the CD Rate, this Note will bear interest at rates calculated
with reference to the CD Rate and the specified Spread and/or Spread Multiplier,
if any.
"CD Rate" means (1) the rate on the applicable Interest Determination Date
for negotiable United States dollar certificates of deposit having the Index
Maturity specified on the first page hereof, as published in H.15(519) (as
defined below) opposite the caption "CDs (secondary market)", or (2) if the rate
referred to in clause (1) is not so published by 3:00 P.M., New York City time,
on the related Calculation Date (as defined below), the rate on the applicable
Interest Determination Date for negotiable United States dollar certificates of
deposit having the specified Index Maturity, as published in the H.15 Daily
Update (as defined below), or such other recognized electronic source used for
the purpose of displaying the applicable rate, opposite the caption "CDs
(secondary market)", or (3) if the rate referred to in clause (2) is not so
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate calculated by the Calculation Agent as the arithmetic mean of the secondary
market offered rates for Negotiable CDs (as defined below), as quoted as of
10:00 A.M., New York City time, on the applicable Interest Determination Date by
three leading non-bank dealers in negotiable United States dollar certificates
of deposit in The City of New York selected by the Calculation Agent, or (4) if
one or more of the dealers selected by the Calculation Agent are not quoting as
mentioned in clause (3), the rate in effect on the applicable Interest
Determination Date.
"Negotiable CDs" means negotiable United States dollar certificates of
deposit of major United States money center banks with a remaining maturity
closest to the specified Index Maturity and in an amount that is representative
for a single transaction in the market at the time. "H.15(519)" means the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Board of Governors of the Federal Reserve System. "H.15 Daily
Update" means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or
publication.
DETERMINATION OF CMT RATE. If an Interest Rate Basis specified on the
first page hereof is the CMT Rate, this Note will bear interest at rates
calculated with reference to the CMT Rate and the specified Spread and/or Spread
Multiplier, if any.
"CMT Rate" means:
(1) if CMT Telerate Page 7051 is specified on the first page hereof: (a)
the percentage equal to the yield for United States Treasury securities at
"constant maturity" having the Index Maturity specified on the first page hereof
as published in H.15(519) opposite the caption "Treasury constant maturities",
as the yield is displayed on Bridge Telerate, Inc., or any successor service, on
page 7051, or any other page as may replace page 7051 on that service ("Telerate
Page 7051"), for the applicable Interest Determination Date, or (b) if the rate
referred to in clause 1(a) is no longer displayed on Telerate Page 7051 or is
not so displayed by 3:00 P.M., New York City time, on the related Calculation
Date, the percentage equal to the yield for United States Treasury securities at
"constant maturity" having the specified Index Maturity and for the applicable
Interest Determination Date as published in H.15(519) opposite the caption
"Treasury constant maturities", or (c) if the rate referred to in clause 1(b) is
no longer published or is not published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the applicable Interest Determination Date
for the period of the specified Index Maturity as may then be published by
either the
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Federal Reserve System Board of Governors or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the
rate which would otherwise have been published in H.15(519), or (d) if the
rate referred to in clause 1(c) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices at approximately 3:30 P.M., New York City time, on
the applicable Interest Determination Date of 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 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 United States
Treasury securities with an original maturity equal to the specified Index
Maturity, a remaining term to maturity no more than one year shorter than that
Index Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time, or (e) if fewer
than five but more than two of the prices referred to in clause 1(d) are
provided as requested, the rate calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the bid prices obtained pursuant
to clause 1(d) and neither the highest nor the lowest of the quotations will
be eliminated, or (f) if fewer than three of the prices referred to in clause
1(d) are provided as requested, the rate calculated by the Calculation Agent
as a yield to maturity based on the arithmetic mean of the secondary market
bid prices as of approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three Reference Dealers selected by
the Calculation Agent from five 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 United States Treasury securities with an original maturity
greater than the specified Index Maturity, a remaining term to maturity
closest to that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that market at
that time, or (g) if fewer than five but more than two of the prices referred
to in clause 1(f) are provided as requested, the rate calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
bid prices obtained pursuant to clause 1(f) and neither the highest nor the
lowest of the quotations will be eliminated, or (h) if fewer than three of the
prices referred to in clause 1(f) are provided as requested, the rate in
effect on the applicable Interest Determination Date; or
(2) if CMT Telerate Page 7052 is specified on the first page hereof: (a)
the percentage equal to the one-week or one-month average yield as specified on
the first page hereof for United States Treasury securities at "constant
maturity" having the Index Maturity specified on the first page hereof as
published in H.15(519) opposite the caption "Treasury constant maturities", as
the yield is displayed on Bridge Telerate, Inc., or any successor service, on
page 7052, or any other page as may replace page 7052 on that service ("Telerate
Page 7052"), for the week or month, as applicable, ended immediately preceding
the week or month, as applicable, in which the applicable Interest Determination
Date falls, or (b) if the rate referred to in clause 2(a) is no longer displayed
on Telerate Page 7052 or is not so displayed by 3:00 P.M., New York City time,
on the related Calculation Date, the percentage equal to the specified one-week
or one-month average yield for United States Treasury securities at "constant
maturity" having the specified Index Maturity as published in H.15(519) opposite
the caption "Treasury constant maturities" for the week or month, as applicable,
ended immediately preceding the week or month, as applicable, in which the
applicable Interest Determination Date falls, or (c) if the rate referred to in
clause 2(b) is no longer published or is not published by 3:00 P.M., New York
City time, on the related Calculation Date, the specified one-week or one-month
average yield for United States Treasury securities at "constant maturity"
having the specified Index Maturity as otherwise announced by the Federal
Reserve Bank of New York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the applicable Interest
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Determination Date falls, or (d) if the rate referred to in clause 2(c) is not
so published by 3:00 P.M., New York City time, on the related Calculation Date,
the rate calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately 3:30 P.M.,
New York City time, on the applicable Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five 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 United States Treasury securities with
an original maturity equal to the specified Index Maturity, a remaining term to
maturity no more than one year shorter than that Index Maturity and in a
principal amount that is representative for a single transaction in the
securities in that market at that time, or (e) if fewer than five but more than
two of the prices referred to in clause 2(d) are provided as requested, the rate
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the bid prices obtained pursuant to clause 2(d) and neither
the highest nor the lowest of the quotations will be eliminated, or (f) if fewer
than three of the prices referred to in clause 2(d) are provided as requested,
the rate calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City time, on the applicable Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five 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 United States Treasury securities with
an original maturity greater than the specified Index Maturity, a remaining term
to maturity closest to that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that market at that
time, or (g) if fewer than five but more than two of the prices referred to in
clause 2(f) are provided as requested, the rate calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of the bid prices
obtained pursuant to clause 2(f) and neither the highest nor the lowest of the
quotations will be eliminated, or (h) if fewer than three of the prices referred
to in clause 2(f) are provided as requested, the rate in effect on the
applicable Interest Determination Date.
If two United States Treasury securities with an original maturity greater
than the specified Index Maturity have remaining terms to maturity equally close
to the specified Index Maturity, the quotations for the United States Treasury
security with the shorter original term to maturity shall be used.
COMMERCIAL PAPER RATE. If an Interest Rate Basis specified on the first
page hereof is the Commercial Paper Rate, this Note will bear interest at rates
calculated with reference to the Commercial Paper Rate and the specified Spread
and/or Spread Multiplier, if any.
"Commercial Paper Rate" means: (1) the rate calculated by the Calculation
Agent as the Money Market Yield (as defined below) on the applicable Interest
Determination Date of the rate for commercial paper having the Index Maturity
specified on the first page hereof, as published in H.15(519) under the caption
"Commercial paper-Nonfinancial", or (2) if the rate described in clause (1) is
not so published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate calculated by the Calculation Agent as the Money Market Yield on
the applicable Interest Determination Date of the rate for commercial paper
having the specified Index Maturity, as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying the
applicable rate, opposite the caption "Commercial paper-Nonfinancial", or (3) if
the rate referred to in clause (2) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate calculated by the
Calculation Agent as the Money Market Yield of the arithmetic mean of the
offered rates for commercial paper having the specified Index Maturity placed
for industrial issuers whose bond rating is "Aa", or the equivalent, from
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a nationally recognized statistical rating organization, as quoted as of
approximately 11:00 A.M., New York City time, on the applicable Interest
Determination Date by three leading dealers of United States dollar commercial
paper in The City of New York selected by the Calculation Agent, or (4) if one
or more of the dealers selected by the Calculation Agent are not quoting as
mentioned in clause (3), the rate in effect on the applicable Interest
Determination Date.
"Money Market Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
Money Market Yield = D x 360 x 100
---------------
360 - (D x M)
where "D" refers to the applicable annual rate for commercial paper quoted on a
bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
ELEVENTH DISTRICT COST OF FUNDS RATE. If an Interest Rate Basis specified on
the first page hereof is the Eleventh District Cost of Funds Rate, this Note
will bear interest at rates calculated with reference to the Eleventh District
Cost of Funds Rate and the specified Spread and/or Spread Multiplier, if any.
"Eleventh District Cost of Funds Rate" means: (1) the rate equal to the
monthly weighted average cost of funds for the calendar month preceding the
month in which the applicable Interest Determination Date falls as set forth
under the caption "11th District" on the display on Bridge Telerate, Inc. or any
successor service on page 7058 or any other page as may replace that page on
that service ("Telerate Page 7058") as of 11:00 A.M., San Francisco time, on the
applicable Interest Determination Date, or (2) if the rate referred to in clause
(1) does not appear on Telerate Page 7058 as of 11:00 A.M., San Francisco time,
on the related Interest Determination Date, the rate equal to the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the "Index")
by the Federal Home Loan Bank of San Francisco as such cost of funds for the
calendar month preceding the month in which the applicable Interest
Determination Date falls, or (3) if the Federal Home Loan Bank of San Francisco
fails to announce the Index for the calendar month preceding the month in which
the applicable Interest Determination Date falls on or before the applicable
Interest Determination Date, the rate in effect on the applicable Interest
Determination Date.
FEDERAL FUNDS RATE. If an Interest Rate Basis specified on the first page
hereof is the Federal Funds Rate, this Note will bear interest at rates
calculated with reference to the Federal Funds Rate and the specified Spread
and/or Spread Multiplier, if any.
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"Federal Funds Rate" means: (1) the rate on the applicable Interest
Determination Date for United States dollar federal funds as published in
H.15(519) opposite the caption "Federal funds (effective)", as displayed on
Bridge Telerate, Inc. or any successor service on page 120 or any other page as
may replace that page on that service ("Telerate Page 120"), or (2) if the rate
referred to in clause (1) does not appear on Telerate Page 120 or is not so
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on the applicable Interest Determination Date for United States dollar
federal funds as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate,
opposite the caption "Federal funds (effective)", or (3) if the rate referred to
in clause (2) is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate calculated by the Calculation Agent as the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged before 9:00 A.M., New York City time, on the
applicable Interest Determination Date by three leading brokers of United States
dollar federal funds transactions in The City of New York selected by the
Calculation Agent, or (4) if one or more of the brokers selected by the
Calculation Agent are not quoting as mentioned in clause (3), the rate in effect
on the applicable Interest Determination Date.
LIBOR. If an Interest Rate Basis specified on the first page hereof is LIBOR,
this Note will bear interest at rates calculated with reference to LIBOR and the
specified Spread and/or Spread Multiplier, if any.
"LIBOR" means: (1) if "LIBOR Telerate" is specified on the first page hereof,
or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the first
page hereof, LIBOR will be the offered rate for LIBOR Deposits (as defined
below) that appears on the Designated LIBOR Page (as defined below) as of 11:00
A.M., London time, on the applicable Interest Determination Date, or (2) if
"LIBOR Reuters" is specified on the first page hereof, LIBOR will be the rate
calculated by the Calculation Agent as the arithmetic mean of the offered rates
for LIBOR Deposits that appear on the Designated LIBOR Page as of 11:00 A.M.,
London time, on the applicable Interest Determination Date; provided that, if
the Designated LIBOR Page by its terms provides only for a single rate, then the
single rate will be used, or (3) if, in the case of clause (1), no offered rate
appears on the Designated LIBOR Page, or if, in the case of clause (2), fewer
than two offered rates appear on the Designated LIBOR Page (and the Designated
LIBOR Page, by its terms, does not provide only for a single rate), the rate
calculated by the Calculation Agent as the arithmetic mean of at least two
quotations obtained by the Calculation Agent after requesting the principal
London offices of each of four major reference banks in the London interbank
market to provide the Calculation Agent with its quotation for LIBOR Deposits to
prime banks in the London interbank market at approximately 11:00 A.M., London
time, on the applicable Interest Determination Date and in a principal amount
that is representative for a single transaction in United States dollars in that
market at that time, or (4) if fewer than two quotations referred to in clause
(3) are so provided, the rate calculated by the Calculation Agent as the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City
time, on the applicable Interest Determination Date by three major banks in The
City of New York selected by the Calculation Agent for loans in United States
dollars to leading European banks having the Index Maturity specified on the
first page hereof commencing on the second London Business Day following the
applicable Interest Determination Date and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time, or (5) if one or more of the banks so selected by the Calculation
Agent are not quoting as mentioned in clause (4), the rate in effect on the
applicable Interest Determination Date.
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"LIBOR Deposits" means deposits in United States dollars, having the
specified Index Maturity, commencing on the second London Business Day following
the applicable Interest Determination Date. "Designated LIBOR Page" means either
(i) if "LIBOR Telerate" is specified on the first page hereof, or neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified on the first page hereof, the display
on Bridge Telerate, Inc. or any successor service on the specified page or any
page as may replace the specified page on that service for the purpose of
displaying the London interbank rates of major banks for United States dollars,
or (ii) if "LIBOR Reuters" is specified on the first page hereof, the display on
the Reuter Monitor Money Rates Service or any successor service on the specified
page or any page as may replace the specified page on that service for the
purpose of displaying the London interbank rates of major banks for United
States dollars.
PRIME RATE. If an Interest Rate Basis specified on the first page hereof is
the Prime Rate, this Note will bear interest at rates calculated with reference
to the Prime Rate and the specified Spread and/or Spread Multiplier, if any.
"Prime Rate" means: (1) the rate on the applicable Interest Determination
Date as published in H.15(519) opposite the caption "Bank prime loan", or (2) if
the rate referred to in clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the applicable Interest
Determination Date published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate,
opposite the caption "Bank prime loan", or (3) if the rate referred to in clause
(2) is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate calculated by the Calculation Agent as the arithmetic
mean of the rates of interest publicly announced by each bank that appears on
the Reuters Screen US PRIME 1 Page (as defined below) as such bank's prime rate
or base lending rate as of 11:00 A.M., New York City time, on the applicable
Interest Determination Date, or (4) if, in the case of clause (3), fewer than
four rates appear on the Reuters Screen US PRIME 1 Page by 3:00 P.M., New York
City time, on the related Calculation Date, the rate calculated by the
Calculation Agent as the arithmetic mean of the prime rates or base lending
rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on the applicable Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent, or (5) if one or more of the banks selected by the
Calculation Agent are not quoting as mentioned in clause (4), the rate in effect
on the applicable Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor
Money Rates Service or any successor service on the "US PRIME 1" page or such
other page as may replace that page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.
TREASURY RATE. If an Interest Rate Basis specified on the first page hereof
is the Treasury Rate, this Note will bear interest at rates calculated with
reference to the Treasury Rate and the specified Spread and/or Spread
Multiplier, if any.
"Treasury Rate" means: (1) the rate from the auction held on the applicable
Interest Determination Date (the "Auction") of Treasury Bills (as defined below)
having the Index Maturity specified on the first page hereof which appears under
the caption "INVESTMENT RATE" on the display on Bridge Telerate, Inc. or any
successor service on page 56 or any other page as may replace page 56 on that
service ("Telerate Page 56") or page 57 or any other page as may replace page 57
on that service ("Telerate
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Page 57"), or (2) if the rate described in clause (1) is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the rate
calculated by the Calculation Agent as the Bond Equivalent Yield (as defined
below) of the rate from the Auction of Treasury Bills having the specified
Index Maturity, as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate,
opposite the caption "U.S. Government securities/Treasury bills/Auction high",
or (3) if the rate described in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate calculated by
the Calculation Agent as the Bond Equivalent Yield of the Auction rate of
Treasury Bills having the specified Index Maturity as announced by the United
States Department of the Treasury, or (4) if the rate referred to in clause
(3) is not announced by the United States Department of the Treasury by 3:00
P.M., New York City time, on the related Calculation Date, or if the Auction
is not held, the rate calculated by the Calculation Agent as the Bond
Equivalent Yield of the rate on the applicable Interest Determination Date of
Treasury Bills having the specified Index Maturity, as published in H.15(519)
opposite the caption "U.S. government securities/Treasury bills/secondary
market", or (5) if the rate referred to in clause (4) is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the rate
calculated by the Calculation Agent as the Bond Equivalent Yield of the rate
on the applicable Interest Determination Date of Treasury Bills having the
specified Index Maturity, as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the applicable
rate, opposite the caption "U.S. Government securities/Treasury
bills/secondary market", or (6) if the rate referred to in clause (5) is not
so published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate calculated by the Calculation Agent as the Bond Equivalent
Yield of the arithmetic mean of the secondary market bid rates for the issue
of Treasury Bills with a remaining maturity closest to the specified Index
Maturity, as quoted as of approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date by three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent, or (7) if one or more of the dealers selected by the
Calculation Agent are not quoting as mentioned in clause (6), the rate in
effect on the applicable Interest Determination Date.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
Bond Equivalent Yield = D x N x 100
---------------
360 - (D x M)
where "D" refers to the applicable annual rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the interest period
for which interest is being calculated.
Notwithstanding the foregoing, the interest rate on this Note for any
Interest Reset Date 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 New
York law, as the same may be modified by United States law of general
application.
All percentages resulting from any calculation on this Note will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded
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upward. For example, 5.876545%, or .05876545, would be rounded to 5.87655%, or
.0587655. All dollar amounts used in or resulting from any calculation on this
Note will be rounded to the nearest cent, with one-half cent being rounded
upward.
Citibank, N.A., as calculation agent (the "Calculation Agent") shall
calculate the interest rate on this Note in accordance with the foregoing on or
before each applicable Calculation Date (as defined below). 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 that will become
effective as a result of a determination made for the next Interest Reset Date
with respect to this Note.
The interest rate applicable to each interest period commencing on the
Interest Reset Date with respect to that interest period will be the rate
determined by reference to the Interest Rate Basis specified on the first page
hereof as of the applicable "Interest Determination Date". If the Interest Rate
Basis specified on the first page hereof is the Federal Funds Rate or the Prime
Rate, the Interest Determination Date pertaining to an Interest Reset Date will
be the Business Day preceding such Interest Reset Date. If the Interest Rate
Basis specified on the first page hereof is the CD Rate, the CMT Rate or the
Commercial Paper Rate, the Interest Determination Date pertaining to an Interest
Reset Date will be the second Business Day preceding such Interest Reset Date.
If the specified Interest Rate Basis is the Eleventh District Cost of Funds
Rate, the Interest Determination Date pertaining to an Interest Reset Date will
be the last working day of the month preceding the month in which such Interest
Reset Date falls on which the Federal Home Loan Bank of San Francisco publishes
the Index, as defined below. If the specified Interest Rate Basis is LIBOR, the
Interest Determination Date pertaining to an Interest Reset Date will be the
second London Business Day preceding such Interest Reset Date. If the specified
Interest Rate Basis is the Treasury Rate, the Interest Determination Date
pertaining to an Interest Reset Date will be the day in the week in which such
Interest Reset Date falls on which direct obligations of the United States
("Treasury Bills") are normally auctioned. 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 the
Auction may be held on the preceding Friday; provided, however, that if an
Auction is held on the Friday of the week preceding such Interest Reset Date,
the related Interest Determination Date shall be that Friday. If the Auction is
held on the following Tuesday or any other Interest Reset Date, then the
Interest Reset Date that otherwise would have been on that day will be postponed
to the next 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.
Each Interest Rate Basis will be determined as of the Interest
Determination Date, and the applicable interest rate will take effect on the
related Interest Reset Date.
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 the tenth calendar day is not a Business Day, the next Business Day,
or (ii) the Business Day preceding the applicable Interest Payment Date or the
Maturity, as the case may be.
Unless otherwise specified above, accrued interest hereon shall be
calculated by multiplying the principal amount of this Note by an accrued
interest factor, computed by adding the interest factor calculated for each day
in the period for which accrued interest is being calculated. Unless otherwise
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specified above, the interest factor for each such day will be computed by
dividing the interest rate applicable to such day by 360 if the specified
Interest Rate Basis is the CD Rate, the Commercial Paper Rate, the Eleventh
District Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or
by the actual number of days in the year if the specified Interest Rate Basis is
the CMT Rate or the Treasury Rate. If the interest rate on this Note is
calculated with reference to two or more Interest Rate Bases, the interest rate
factor for each day will be calculated in each period in the same manner as if
only one of the specified Interest Rate Bases applied.
This Medium-Term Note, Series G (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 provisions contained herein with respect to the determination of one
or more Interest Rate Bases, the specification of one or more Interest Rate
Bases, the calculation of the rate of interest applicable to this Note, its
Interest Payment Dates, the Stated Maturity, any redemption or repayment
provisions, 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 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,
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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 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
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 hereof, 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 maintained for such purpose 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
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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 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 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 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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<Page>
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
- -----------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(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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<Page>
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.
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