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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): February 13, 1995
AMERICAN GENERAL FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Indiana 1-6155 35-0416090
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION
INCORPORATION) NUMBER)
601 N.W. Second Street, Evansville, IN 47708
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (812) 424-8031
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Item 5. Other Events.
On February 13, 1995, American General Finance Corporation (the
"Company") established a program for the issuance from time to time of up to
$500,000,000 aggregate principal amount of the Company's Medium-Term Notes,
Series D (the "Notes"). Any such issuance will be under the Company's
previously filed Registration Statement on Form S-3 (Registration
No. 33-55803), as amended by Amendment No. 1 on December 9, 1994 (the
"Registration Statement") and the related Prospectus dated December 14, 1994
and Prospectus Supplement dated February 13, 1995.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits. The following Exhibits are filed as part of this Report
and as Exhibits to the Registration Statement:
Exhibit
Number Description
1(a) Form of Distribution Agreement (AGF Investment Corp.)
relating to the Notes.
1(b) Form of Distribution Agreement (Unaffiliated Agents)
relating to the Notes.
4(a) Resolutions establishing the terms of the Notes,
certified by an Assistant Secretary of the Company.
4(b) Form of Fixed Rate Medium-Term Note, Series D (Book-
Entry).
4(c) Form of Floating Rate Medium-Term Note, Series D
(Book-Entry).
5 Opinion of Baker & Daniels, special counsel for the
Company, as to the legality of the Notes.
8 Opinion of Baker & Daniels, special counsel for the
Company, as to certain federal tax matters.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICAN GENERAL FINANCE CORPORATION
Dated: February 13, 1995 By: /S/ LEONARD J. WINIGER
Leonard J. Winiger
Assistant Controller and
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
1(a) Form of Distribution Agreement (AGF Investment Corp.)
relating to the Notes.
1(b) Form of Distribution Agreement (Unaffiliated Agents)
relating to the Notes.
4(a) Resolutions establishing the terms of the Notes, certified
by an Assistant Secretary of the Company.
4(b) Form of Fixed Rate Medium-Term Note, Series D (Book-Entry).
4(c) Form of Floating Rate Medium-Term Note, Series D (Book-Entry).
5 Opinion of Baker & Daniels, special counsel for the
Company, as to the legality of the Notes.
8 Opinion of Baker & Daniels, special counsel for the
Company, as to certain federal tax matters.
<PAGE>
EXHIBIT 1(a)
AMERICAN GENERAL FINANCE CORPORATION
Medium-Term Notes, Series D
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
February 13, 1995
AGF Investment Corp.
601 N. W. Second Street
Evansville, Indiana 47708-1061
Gentlemen:
AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the
"Company"), confirms its agreement with AGF Investment Corp., an affiliate of
the Company (the "Agent"), with respect to the issuance and sale by the
Company of its Medium-Term Notes, Series D described herein (the "Notes").
The Notes are to be issued pursuant to an Indenture, dated as of October 1,
1994 (the "Indenture"), between the Company and The Chase Manhattan Bank
(National Association) as trustee (the "Trustee"). As of the date hereof, the
Company has authorized the issuance and sale of up to $500,000,000 aggregate
principal amount of Notes pursuant to the terms of this Agreement or a
Distribution Agreement dated February 13, 1995 among the Company and several
unaffiliated agents of the Company (the "Unaffiliated Agents Distribution
Agreement"). It is understood, however, that the Company may from time to
time authorize the issuance of additional Notes and that such additional Notes
may be sold through the Agent pursuant to the terms of this Agreement or
through the unaffiliated agents pursuant to the Unaffiliated Agents
Distribution Agreement, all as though the issuance of such Notes were
authorized as of the date hereof.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Registration No. 33-55803)
for the registration of debt securities, including the Notes, and warrants to
purchase debt securities under the Securities Act of 1933 (the "1933 Act") and
the offering thereof from time to time in accordance with Rule 415 of the
rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such registration statement has been declared effective by the
Commission and the Indenture has been qualified under the Trust Indenture Act
of 1939 (the "1939 Act"). Such registration statement (and any further
registration statements which may be filed by the Company for the purpose of
registering additional Notes and in connection with which this Agreement is
included or incorporated by reference as an exhibit) and the prospectus
constituting a part thereof, together with any prospectus supplements or
pricing supplements relating to the Notes, including all documents
incorporated therein by reference, as from time to time amended or
supplemented by the filing of documents pursuant to the Securities Exchange
Act of 1934 (the "1934 Act") or the 1933 Act or otherwise, are referred to
herein as the "Registration Statement" and the "Prospectus", respectively,
except that if any revised prospectus shall be provided to the Agent by the
Company for use in connection with the offering of the Notes which is not
required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act
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Regulations, the term "Prospectus" shall refer to such revised prospectus from
and after the time it is first provided to the Agent for such use. The term
"Prospectus" shall not, however, include any prospectus supplement which
relates solely to an offering of debt securities of the Company other than the
Notes.
SECTION 1. Appointment as Agent.
(a) Appointment of Agent. Subject to the terms and conditions stated
herein and subject to the reservation by the Company of the right to sell
Notes directly on its own behalf and through or to other dealers or agents,
the Company hereby appoints the Agent as a nonexclusive agent for the purpose
of soliciting purchases of the Notes from the Company by others.
(b) Reasonable Best Efforts Solicitations; Right to Reject Offers. Upon
receipt of instructions from the Company, the Agent will use its reasonable
best efforts to solicit offers to purchase such principal amount of the Notes
as the Company and the Agent shall agree upon from time to time during the
term of this Agreement, it being understood that the Company shall not approve
the solicitation of offers to purchase Notes in excess of the amount which
shall be authorized by the Company from time to time or in excess of the
principal amount of the Notes registered pursuant to the Registration
Statement. The Agent will have no responsibility for maintaining records with
respect to the aggregate principal amount of Notes sold or of otherwise
monitoring the availability of Notes for sale under the Registration
Statement. The Agent will communicate to the Company, orally or in writing,
each offer to purchase Notes, other than those offers rejected by the Agent.
The Agent shall have the right to reject any proposed purchase of Notes, as a
whole or in part, and any such rejection shall not be deemed a breach of the
Agent's agreement contained herein. The Company may accept or reject any
proposed purchase of the Notes, in whole or in part. The Agent shall make
reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes has been solicited by the Agent and
accepted by the Company, but the Agent shall not have any liability to the
Company in the event any such purchase is not consummated for any reason.
(c) Reliance. The Company and the Agent agree that any Notes, the
placement of which the Agent arranges, shall be placed by the Agent in
reliance on the representations, warranties, covenants and agreements of the
Company and on the terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to the Agent as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes through the Agent, and as of the date of each delivery of
Notes through the Agent, as follows:
(i) Due Incorporation and Qualification. The Company has been duly
incorporated and is validly existing as a corporation under the laws of
the State of Indiana with corporate power and authority to own its
properties and conduct its business as described in the Prospectus, and
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has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases substantial properties or
conducts business, and where the failure to so qualify and be in good
standing would have a material adverse effect on the business of the
Company and its subsidiaries taken as a whole.
(ii) Subsidiaries. Each of the Company's subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation, has corporate power
and authority to own or lease its properties and conduct its business as
described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases
substantial properties, or conducts business, and where the failure so to
qualify and be in good standing would have a material adverse effect on
the business of the Company and its subsidiaries taken as a whole; and
all of the outstanding shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued, are fully paid
and non-assessable, and (except for directors' qualifying shares) are
owned, directly or indirectly, by the Company, free and clear of all
liens and encumbrances; and the Company and each of its subsidiaries has
all required authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies
(including, without limitation, each insurance commission having
jurisdiction over the Company or any insurance subsidiary of the Company)
to own or lease its properties and conduct its business as described in
the Prospectus, except such authorizations, approvals, orders, licenses,
certificates and permits which, if not obtained, would not have a
material adverse effect on the business of the Company and its
subsidiaries taken as a whole, and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such authorization, approval, order,
license, certificate or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially
adversely affect the business of the Company and its subsidiaries taken
as a whole.
(iii) Registration Statement and Prospectus. At the time the
Registration Statement became effective, the Registration Statement and
the Indenture complied, and as of the applicable representation date
referred to in Section 2(a) hereof will comply, in all material respects
with the applicable requirements of the 1933 Act and the 1933 Act
Regulations and the 1939 Act and the rules and regulations of the
Commission promulgated thereunder. The Registration Statement, at the
time it became effective, did not, and at each time thereafter at which
any amendment to the Registration Statement becomes effective and any
Annual Report on Form 10-K is filed by the Company with the Commission
and as of each applicable representation date referred to in Section 2(a)
hereof will not, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. The Prospectus, as of the
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date hereof does not, and as of each representation date referred to in
Section 2(a) hereof will not, include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement or Prospectus made in reliance
upon and in conformity with information furnished to the Company in
writing by the Agent expressly for use in the Registration Statement or
Prospectus or to that part of the Registration Statement which
constitutes the Trustee's Statement of Eligibility and Qualification
under the 1939 Act (Form T-1).
(iv) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are filed
with the Commission, complied or when so filed will comply in all
material respects with the requirements of the 1934 Act and the rules and
regulations promulgated thereunder (the "1934 Act Regulations"), and,
when read together and with the other information in the Prospectus, did
not and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Agent expressly for use in the
Prospectus or such documents.
(v) Financial Statements. The financial statements (including the
notes thereto) and any supporting schedules of the Company and its
consolidated subsidiaries included or incorporated by reference in the
Registration Statement and the Prospectus present fairly the consolidated
financial position of the Company and its consolidated subsidiaries as at
the dates indicated and the consolidated results of their operations for
the periods specified; and, except as stated therein, said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis; and the supporting
schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein.
(vi) Authorization and Validity of this Agreement, the Indenture and
the Notes. This Agreement has been duly authorized, executed and
delivered by the Company and, upon execution and delivery by the Agent,
will be a valid and legally binding agreement of the Company; the
Indenture has been duly qualified under the 1939 Act, has been duly
authorized, executed and delivered by the Company and constitutes a valid
and legally binding instrument of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may
be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general
equity principles; the Notes have been duly authorized by all necessary
action by the Board of Directors, and by the Terms and Pricing Committee
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of the Board of Directors, of the Company and, when the variable terms of
the Notes have been established by any two of the authorized officers to
whom such authority has been delegated and the same have been executed,
authenticated and delivered pursuant to the provisions of this Agreement
and the Indenture against payment of the consideration therefor specified
in the Prospectus, the Notes will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general equity principles, and
will be entitled to the benefits of the Indenture; and the Notes and the
Indenture will be substantially in the forms heretofore delivered to the
Agent and conform in all material respects to all statements relating
thereto contained in the Prospectus.
(vii) Material Changes or Material Transactions. Since the
respective dates as of which information is given in the Registration
Statement and Prospectus, except as may otherwise be stated therein or
contemplated thereby, (a) there has been no material adverse change nor
any development or event involving a prospective material adverse change
in the business, financial condition or results of operations of the
Company and its subsidiaries considered as a whole, whether or not
arising in the ordinary course of business; and (b) there have not been
any transactions entered into by the Company or any of its subsidiaries,
other than transactions in the ordinary course of business or
transactions which are not material in relation to the Company and its
subsidiaries taken as a whole.
(viii) No Defaults; Regulatory Approvals. Neither the Company nor any
of its subsidiaries is in violation of its articles of incorporation,
charter or By-laws or in default in the performance or observance of any
contractual obligation, the violation of or default under which has or
will have a material adverse effect on the business of the Company and
its subsidiaries taken as a whole; and the execution and delivery of this
Agreement and the Indenture and the consummation of the transactions
contemplated herein and therein have been duly authorized by all
necessary corporate action and will not conflict with or constitute a
breach of, or default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it or any of
them may be bound or to which any of the property or assets of the
Company or any such subsidiary is subject, nor will such action result in
any violation of the provisions of the Restated Articles of
Incorporation, as amended, or the Amended and Restated By-laws of the
Company or, to the best knowledge of the Company, any law, administrative
regulation or administrative or court order or decree.
(ix) Legal Proceedings; Contracts. Except as may be set forth in
the Registration Statement and Prospectus, there are no legal or
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governmental proceedings pending or to the best of the Company's
knowledge, threatened to which the Company or any of its subsidiaries is
a party or of which any property of the Company or any of its
subsidiaries is subject, which individually or in the aggregate, are
expected to have a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries
taken as a whole, or might materially and adversely affect the properties
or assets thereof, or might materially and adversely affect the
consummation of this Agreement; and there are no contracts or documents
of the Company or any of its subsidiaries which are required to be filed
as exhibits to the Registration Statement by the 1933 Act or by the 1933
Act Regulations which have not been so filed.
(x) No Authorization, Approval or Consent Required. No
authorization, approval or consent of any court or governmental authority
or agency is necessary in connection with the sale of the Notes
hereunder, except such as may be required under the 1933 Act or the 1933
Act Regulations or state securities or "Blue Sky" or insurance laws.
(xi) Investment Company Act of 1940 Not Applicable. The Company is
not an "investment company" or a "company controlled by an `investment
company'" within the meaning of the Investment Company Act of 1940, as
amended.
(b) Additional Certifications. Any certificate signed by any officer of
the Company and delivered to the Agent in connection with the solicitation of
offers to purchase Notes shall be deemed a representation and warranty by the
Company to the Agent as to the matters covered thereby on the date of such
certificate.
SECTION 3. Solicitations as Agent.
(a) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein
set forth, the Agent agrees, as an agent of the Company, to use its reasonable
best efforts to solicit offers to purchase the Notes upon the terms and
conditions set forth herein and in the Prospectus.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through the Agent, commencing at any
time for any period of time or permanently. Upon receipt of instructions from
the Company, the Agent will forthwith suspend solicitation of offers to
purchase the Notes from the Company until such time as the Company has advised
the Agent that such solicitation may be resumed.
The Company shall not pay any commission or other remuneration to the
Agent in connection with sales of Notes through the Agent. The Company
intends to pay all direct expenses associated with sales of Notes through the
Agent.
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The purchase price, interest rate or interest rate basis or formula,
maturity date and other terms with respect to specific Notes shall be agreed
upon by the Company and the Agent and set forth in a pricing supplement to the
Prospectus to be prepared following each acceptance by the Company of an offer
for the purchase of Notes. Except as may be otherwise provided in such
pricing supplement, the Notes will be issued in denominations of $1,000 and
integral multiples thereof. All Notes sold through the Agent will be sold at
100% of their principal amount unless otherwise agreed to by the Company and
the Agent.
(b) Administrative Procedures. Administrative Procedures with respect
to the sale of Notes shall be agreed upon from time to time by the Agent and
the Company (the "Procedures"). The Agent and the Company agree to perform
the respective duties and obligations specifically provided to be performed by
them in the Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with the Agent as follows:
(a) Earnings Statement. The Company will make generally available to
its security holders as soon as practicable, but not later than 90 days after
the close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 under the 1933 Act) covering each
twelve month period beginning, in each case, not later than the first day of
the Company's fiscal quarter next following the "effective date" (as defined
in such Rule 158) of the Registration Statement with respect to each sale of
Notes.
(b) "Blue Sky" Qualifications. The Company will endeavor, in
cooperation with the Agent, to qualify the Notes for offering and sale under
the applicable securities and insurance laws of such states and other
jurisdictions of the United States as the Agent may designate, and will
maintain such qualifications in effect for as long as may be required for the
distribution of the Notes; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so qualified. The
Company will file such statements and reports as may be required by the laws
of each jurisdiction in which the Notes have been qualified as above provided.
The Company will promptly advise the Agent of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Notes for sale in any such state or jurisdiction or the initiating or
threatening of any proceeding for such purpose.
(c) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file promptly
all documents required to be filed with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.
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SECTION 5. Indemnification.
(a) Indemnification of the Agent. The Company agrees to indemnify and
hold harmless the Agent, each person, if any, who controls the Agent within
the meaning of Section 15 of the 1933 Act, and each employee, agent or other
person acting on behalf of the Agent in connection with the offering of the
Notes, as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact contained
in the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by the Agent), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) and
(ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of or based upon
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to the
Company by the Agent expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto),
or made in reliance upon the Statement of Eligibility and Qualification under
the 1939 Act filed as an exhibit to the Registration Statement.
(b) Indemnification of Company. The Agent agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement (or signs any amendment thereto), and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section, as incurred, but
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only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by the Agent expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto).
(c) General. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement or threat of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement or threat thereof; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be commenced or threatened against
any indemnified party and it shall notify the indemnifying party of the
commencement or threat thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall desire and so elect
within a reasonable time after receipt of such notification, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party and it being understood that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel of which
there shall not be more than one firm in any jurisdiction) for all such
indemnified parties (treating the indemnified party and its controlling
persons, directors and officers referred to in subsections (a) and (b) above,
respectively, to which the provisions of this Section 5 extend as a single
indemnified party for such purpose)), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.
SECTION 6. Contribution.
In order to provide for just and equitable contribution in circumstances
in which the indemnity agreement provided for in Section 5 hereof is for any
reason unavailable to or insufficient to hold harmless the indemnified parties
although applicable in accordance with its terms, the Company and the Agent
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by
the Company and the Agent, as incurred, in such proportions that the Agent is
responsible for that portion represented by the percentage that the total
commissions and underwriting discounts received by the Agent from the sale of
Notes to the date of such liability bears to the total sales price received by
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the Company from the sale of Notes to the date of such liability, and the
Company is responsible for the balance; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls the Agent within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Agent, and
each director of the Company, each officer of the Company who signed the
Registration Statement (or signs any amendment thereto), and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as the Company.
SECTION 7. Payment of Expenses.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(i) The preparation and filing of the Registration Statement and
any amendments thereto and the Prospectus and any amendments or
supplements thereto;
(ii) The preparation, filing and reproduction of this Agreement;
(iii) The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of book-entry notes;
(iv) The fees and disbursements of the Company's accountants and
counsel, of the Trustee and its counsel and of any Calculation Agent;
(v) The qualification of the Notes under state securities and
insurance laws, including filing fees;
(vi) The printing and delivery to the Agent in quantities as
hereinabove stated of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or
supplements thereto, and the delivery by the Agent of the Prospectus and
any amendments or supplements thereto in connection with solicitations or
confirmations of sales of the Notes;
(vii) The printing (or copying) and delivery to the Agent of copies
of the Indenture (and any supplements and amendments thereto) and any
"Blue Sky" Survey and any Legal Investment Survey;
(viii) Any fees charged by rating agencies for the rating of the
Notes;
(ix) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(x) Any advertising and other out-of-pocket expenses of the Agent
incurred with the approval of the Company;
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(xi) The cost of providing CUSIP or other identification numbers for
the Notes; and
(xii) The fees and expenses of any Depository (as defined in the
Indenture) and any nominees thereof in connection with the Notes.
SECTION 8. Termination.
(a) Termination of this Agreement. This Agreement may be terminated for
any reason, at any time by either party hereto upon the giving of 30 days'
written notice of such termination to the other party hereto.
(b) General. In the event of any such termination, no party will have
any liability to the other party hereto, except that (i) if at the time of
termination an offer to purchase any of the Notes has been accepted by the
Company but the time of delivery to the purchaser or his agent of the Note or
Notes relating thereto has not occurred, the covenants set forth in Section 4
hereof shall remain in effect until such Notes are so delivered, and (ii) the
covenant set forth in Section 4(a) hereof, the indemnity and contribution
agreements set forth in Sections 5 and 6 hereof, and the provisions of
Sections 10 and 11 hereof shall remain in effect.
SECTION 9. Notices.
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail
or by telex, telecopier or telegram, and any such notice shall be effective
when received at the address specified below.
If to the Company:
American General Finance Corporation
c/o American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Fax: (713) 522-3487
Attention: Assistant Treasurer
If to the Agent:
AGF Investment Corp.
601 N. W. Second Street
Evansville, Indiana 47708-1061
Attention: President
or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 9.
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SECTION 10. Governing Law.
This Agreement and all the rights and obligations of the parties created
hereby shall be governed by and construed in accordance with the laws of the
State of Indiana applicable to agreements made and to be performed in such
State.
SECTION 11. Parties.
This Agreement shall inure to the benefit of and be binding upon the
Agent and the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 5 and 6 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Notes shall be deemed to be a successor by reason merely of
such purchase.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Agent and the Company in accordance with its terms.
Very truly yours,
AMERICAN GENERAL FINANCE CORPORATION
By: /S/ PHILIP M. HANLEY
Philip M. Hanley
Senior Vice President and Chief
Financial Officer
By: /S/ JAMES L. GLEAVES
James L. Gleaves
Assistant Treasurer
Accepted:
AGF INVESTMENT CORP.
By: /S/ RONALD G. ALTHOF
Ronald G. Althof
President
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EXHIBIT 1(b)
AMERICAN GENERAL FINANCE CORPORATION
Medium-Term Notes, Series D
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
February 13, 1995
CS FIRST BOSTON CORPORATION
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
LEHMAN BROTHERS
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285-1200
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower - 10th Floor
New York, New York 10281-1310
SMITH BARNEY INC.
1345 Avenue of the Americas
46th Floor
New York, New York 10105
Dear Sirs:
AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the
"Company"), confirms its agreement with CS First Boston Corporation; Lehman
Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government
Securities Inc.); Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated; and Smith Barney Inc. (each an "Agent" and together the
"Agents") with respect to the issue and sale by the Company of its Medium-Term
Notes, Series D described herein (the "Notes"). The Notes are to be issued
pursuant to an Indenture, dated as of October 1, 1994 (the "Indenture"),
between the Company and The Chase Manhattan Bank (National Association) (the
"Trustee"). As of the date hereof, the Company has authorized the issuance
and sale of up to $500,000,000 aggregate principal amount of Notes pursuant to
the terms of this Agreement or a Distribution Agreement dated February 13,
1995 (the "Affiliated Agent Distribution Agreement") between the Company and
AGF Investment Corp. ("AGFIC"), an affiliate of the Company registered with
the Securities and Exchange Commission (the "Commission") as a broker-dealer
pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the "1934
Act"). It is understood, however, that the Company may from time to time
authorize the issuance of additional Notes and that such additional Notes may
be sold through or to the Agents pursuant to the terms of this Agreement or
<PAGE>
through AGFIC pursuant to the Affiliated Agent Distribution Agreement, all as
though the issuance of such Notes were authorized as of the date hereof.
The Company has filed with the Commission a registration statement on
Form S-3 (Registration No. 33-55803) for the registration of debt securities,
including the Notes, and warrants to purchase debt securities under the
Securities Act of 1933 (the "1933 Act") and the offering thereof from time to
time in accordance with Rule 415 of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations"). Such registration
statement has been declared effective by the Commission and the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended (the "1939
Act"). Such registration statement (and any further registration statements
which may be filed by the Company for the purpose of registering additional
Notes and in connection with which this Agreement is included or incorporated
by reference as an exhibit) and the prospectus constituting a part thereof,
together with any prospectus supplements or pricing supplements relating to
the Notes, including all documents incorporated therein by reference, as from
time to time amended or supplemented by the filing of documents pursuant to
the 1934 Act or the 1933 Act or otherwise, are referred to herein as the
"Registration Statement" and the "Prospectus", respectively, except that if
any revised prospectus shall be provided to the Agents by the Company for use
in connection with the offering of the Notes which is not required to be filed
by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to the Agents for such use. The term "Prospectus" shall
not, however, include any prospectus supplement which relates solely to an
offering of debt securities of the Company other than the Notes.
SECTION 1. Appointment as Agent.
(a) Appointment of Agent; Purchases as Principal. Subject to the terms
and conditions stated herein and subject to the reservation by the Company of
the right to sell Notes directly on its own behalf and through or to other
dealers or agents (including, without limitation, AGFIC), the Company hereby
(i) appoints each Agent as a nonexclusive agent for the purpose of soliciting
purchases of the Notes from the Company by others and (ii) agrees that
whenever the Company determines to sell Notes directly to one or more of the
Agents as principal for resale to others, it will enter into a Terms Agreement
(hereafter defined) relating to such sale in accordance with the provisions of
Section 3(b) hereof; provided, however, that no Agent will have any obligation
under this Section 1 to purchase Notes from the Company as principal; and
provided further, that any sales of Notes through or to other dealers or
agents that are not affiliates of the Company will be made substantially in
accordance with the terms of this Agreement.
(b) Reasonable Best Efforts Solicitations; Right to Reject Offers. Upon
receipt of instructions from the Company, each Agent will use its reasonable
best efforts to solicit offers to purchase such principal amount of the Notes
as the Company and such Agent shall agree upon from time to time during the
term of this Agreement, it being understood that the Company shall not approve
the solicitation of offers to purchase Notes in excess of the amount which
shall be authorized by the Company from time to time or in excess of the
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<PAGE>
principal amount of the Notes registered pursuant to the Registration
Statement. The Agents will have no responsibility for maintaining records
with respect to the aggregate principal amount of Notes sold or of otherwise
monitoring the availability of Notes for sale under the Registration
Statement. Each Agent will communicate to the Company, orally or in writing,
each offer to purchase Notes, other than those offers rejected by such Agent.
Each Agent shall have the right, in its reasonably exercised discretion, to
reject any proposed purchase of Notes, as a whole or in part, and any such
rejection shall not be deemed a breach of that Agent's agreement contained
herein. The Company may accept or reject any proposed purchase of the Notes,
in whole or in part. Each Agent shall make reasonable efforts to assist the
Company in obtaining performance by each purchaser whose offer to purchase
Notes has been solicited by such Agent and accepted by the Company, but such
Agent shall not have any liability to the Company in the event any such
purchase is not consummated for any reason.
(c) Reliance. The Company and the Agents agree that any Notes the
placement of which the Agents arrange shall be placed by the Agents, and any
Notes purchased by the Agents shall be purchased, in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes (whether through an Agent as agent or to an Agent as
principal), as of the date of each delivery of Notes (whether through an Agent
as agent or to an Agent as principal) (the date of each such delivery to an
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of the times referred to in Section 7(b) hereof, as follows:
(i) Due Incorporation and Qualification. The Company has been duly
incorporated and is validly existing as a corporation under the laws of
the State of Indiana with corporate power and authority to own its
properties and conduct its business as described in the Prospectus, and
has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases substantial properties or
conducts business, and where the failure to so qualify and be in good
standing would have a material adverse effect on the business of the
Company and its subsidiaries taken as a whole.
(ii) Subsidiaries. Each of the Company's subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation, has corporate power
and authority to own or lease its properties and conduct its business as
described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases
substantial properties, or conducts business, and where the failure so to
qualify and be in good standing would have a material adverse effect on
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<PAGE>
the business of the Company and its subsidiaries taken as a whole; and
all of the outstanding shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued, are fully paid
and non-assessable, and (except for directors' qualifying shares) are
owned, directly or indirectly, by the Company, free and clear of all
liens and encumbrances; and the Company and each of its subsidiaries has
all required authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies
(including, without limitation, each insurance commission having
jurisdiction over the Company or any insurance subsidiary of the Company)
to own or lease its properties and conduct its business as described in
the Prospectus, except such authorizations, approvals, orders, licenses,
certificates and permits which, if not obtained, would not have a
material adverse effect on the business of the Company and its
subsidiaries taken as a whole, and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such authorization, approval, order,
license, certificate or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially
adversely affect the business of the Company and its subsidiaries taken
as a whole.
(iii) Registration Statement and Prospectus. At the time the
Registration Statement became effective, the Registration Statement and
the Indenture complied, and as of the applicable representation date
referred to in Section 2(a) hereof will comply, in all material respects
with the applicable requirements of the 1933 Act and the 1933 Act
Regulations and the 1939 Act and the rules and regulations of the
Commission promulgated thereunder. The Registration Statement, at the
time it became effective, did not, and at each time thereafter at which
any amendment to the Registration Statement becomes effective and any
Annual Report on Form 10-K is filed by the Company with the Commission
and as of each applicable representation date referred to in Section 2(a)
hereof, will not, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. The Prospectus, as of the
date hereof does not, and as of each representation date referred to in
Section 2(a) hereof will not, include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement or Prospectus made in reliance
upon and in conformity with information furnished to the Company in
writing by any Agent expressly for use in the Registration Statement or
Prospectus or to that part of the Registration Statement which
constitutes the Trustee's Statement of Eligibility and Qualification
under the 1939 Act (Form T-1).
(iv) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are filed
with the Commission, complied or when so filed will comply in all
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<PAGE>
material respects with the requirements of the 1934 Act and the rules and
regulations promulgated thereunder (the "1934 Act Regulations"), and,
when read together and with the other information in the Prospectus, did
not and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Agent expressly for use in the
Prospectus or such documents.
(v) Financial Statements. The financial statements (including the
notes thereto) and any supporting schedules of the Company and its
consolidated subsidiaries included or incorporated by reference in the
Registration Statement and the Prospectus present fairly the consolidated
financial position of the Company and its consolidated subsidiaries as at
the dates indicated and the consolidated results of their operations for
the periods specified; and, except as stated therein, said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis; and the supporting
schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein.
(vi) Authorization and Validity of this Agreement, the Indenture and
the Notes. This Agreement has been duly authorized, executed and
delivered by the Company and, upon execution and delivery by each Agent,
will be a valid and legally binding agreement of the Company; the
Indenture has been duly qualified under the 1939 Act, has been duly
authorized, executed and delivered by the Company and constitutes a valid
and legally binding instrument of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may
be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general
equity principles; the Notes have been duly authorized by all necessary
action by the Board of Directors, and by the Terms and Pricing Committee
of the Board of Directors, of the Company, and, when the variable terms
of the Notes have been established by any two of the authorized officers
to whom such authority has been delegated and the same have been
executed, authenticated and delivered pursuant to the provisions of this
Agreement and the Indenture against payment of the consideration therefor
specified in the Prospectus or pursuant to any Terms Agreement
(hereinafter defined), the Notes will constitute valid and legally
binding obligations of the Company enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity
principles, and will be entitled to the benefits of the Indenture; and
the Notes and the Indenture will be substantially in the forms heretofore
delivered to each Agent and conform in all material respects to all
statements relating thereto contained in the Prospectus.
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<PAGE>
(vii) Material Changes or Material Transactions. Since the
respective dates as of which information is given in the Registration
Statement and Prospectus, except as may otherwise be stated therein or
contemplated thereby, (a) there has been no material adverse change nor
any development or event involving a prospective material adverse change
in the business, financial condition or results of operations of the
Company and its subsidiaries considered as a whole, whether or not
arising in the ordinary course of business; and (b) there have not been
any transactions entered into by the Company or any of its subsidiaries,
other than transactions in the ordinary course of business or
transactions which are not material in relation to the Company and its
subsidiaries taken as a whole.
(viii) No Defaults; Regulatory Approvals. Neither the Company nor any
of its subsidiaries is in violation of its articles of incorporation,
charter or By-laws or in default in the performance or observance of any
contractual obligation, the violation of or default under which has or
will have a material adverse effect on the business of the Company and
its subsidiaries taken as a whole; and the execution and delivery of this
Agreement and the Indenture and the consummation of the transactions
contemplated herein, therein and pursuant to any applicable Terms
Agreement have been duly authorized by all necessary corporate action and
will not conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of its subsidiaries
pursuant to, any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company or any of its subsidiaries
is a party or by which it or any of them may be bound or to which any of
the property or assets of the Company or any such subsidiary is subject,
nor will such action result in any violation of the provisions of the
Restated Articles of Incorporation, as amended, or the Amended and
Restated By-Laws of the Company or, to the best knowledge of the Company,
any law, administrative regulation or administrative or court order or
decree.
(ix) Legal Proceedings; Contracts. Except as may be set forth in
the Registration Statement and Prospectus, there are no legal or
governmental proceedings pending or to the best of the Company's
knowledge, threatened to which the Company or any of its subsidiaries is
a party or of which any property of the Company or any of its
subsidiaries is subject, which individually or in the aggregate, are
expected to have a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries
taken as a whole, or might materially and adversely affect the properties
or assets thereof, or might materially and adversely affect the
consummation of this Agreement; and there are no contracts or documents
of the Company or any of its subsidiaries which are required to be filed
as exhibits to the Registration Statement by the 1933 Act or by the 1933
Act Regulations which have not been so filed.
(x) No Authorization, Approval or Consent Required. No
authorization, approval or consent of any court or governmental authority
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<PAGE>
or agency is necessary in connection with the sale of the Notes
hereunder, except such as may be required under the 1933 Act or the 1933
Act Regulations or state securities or "Blue Sky" or insurance laws.
(xi) Investment Company Act of 1940 Not Applicable. The Company is
not an "investment company" or a "company controlled by an `investment
company'" within the meaning of the Investment Company Act of 1940, as
amended.
(xii) The Company is in compliance with all provisions of Section
517.075 of the Florida Statutes, and if the Company commences engaging in
business with the government of Cuba or with any person or affiliate
located in Cuba after the date hereof, or if the information reported in
the Prospectus, if any, concerning the Company's business with Cuba or
with any person or affiliate located in Cuba changes in any material way,
the Company will provide the Florida Department of Banking and Finance
notice of such business or change, as appropriate, in a form acceptable
to such Department.
(b) Additional Certifications. Any certificate signed by any officer of
the Company and delivered to the Agents or to counsel for the Agents in
connection with the solicitation of offers to purchase Notes or the sale of
Notes to an Agent or Agents pursuant to a Terms Agreement shall be deemed a
representation and warranty by the Company to each Agent or to the Agent or
Agents who have entered into such Terms Agreement, as the case may be, as to
the matters covered thereby on the date of such certificate and at each
representation date referred to in Section 2(a) hereof subsequent thereto.
SECTION 3. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein
set forth, each Agent individually agrees, as an agent of the Company, to use
its reasonable best efforts to solicit offers to purchase the Notes upon the
terms and conditions set forth herein and in the Prospectus.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through the Agents, as agents,
commencing at any time for any period of time or permanently. Upon receipt of
instructions from the Company, each Agent will forthwith suspend solicitation
of offers to purchase the Notes from the Company until such time as the
Company has advised the Agents that such solicitation may be resumed.
The Company agrees to pay each Agent, as consideration for the sale of
each Note resulting from a solicitation made or an offer to purchase received
by it, a commission in the form of a discount from the purchase price of such
Note in an amount and manner to be agreed to by the Company and such Agent,
which amount may not exceed the percentage of the principal amount of such
Note as set forth in Exhibit A hereto.
The purchase price, interest rate or interest rate basis or formula,
maturity date and other terms with respect to specific Notes shall be agreed
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upon by the Company and the applicable Agent and set forth in a pricing
supplement to the Prospectus (a "Pricing Supplement") to be prepared following
each acceptance by the Company of an offer for the purchase of Notes. Except
as may be otherwise provided in such Pricing Supplement, the Notes will be
issued in denominations of $1,000 and integral multiples thereof. All Notes
sold through an Agent as agent will be sold at 100% of their principal amount
unless otherwise agreed to by the Company and such Agent.
(b) Purchases as Principal. Each sale of Notes to one or more Agents as
principal shall be made in accordance with the terms contained herein and
(unless the Company and the applicable Agent or Agents shall otherwise agree)
pursuant to a separate agreement which will provide for the sale of such Notes
to, and the purchase and reoffering thereof by, such Agent or Agents. Each
such separate agreement (which may be an oral agreement and confirmed in
writing) is herein referred to as a "Terms Agreement". Unless the context
otherwise requires, each reference contained herein to "this Agreement" shall
be deemed to include any applicable Terms Agreement between the Company and
one or more Agents. Each such Terms Agreement, whether oral (and confirmed in
writing, which may be by facsimile transmission) or in writing, shall be with
respect to such information (as applicable) as is specified in Exhibit B
hereto. Any Agent's commitment to purchase Notes pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth, except as may be
provided in such Terms Agreement. Each Terms Agreement shall specify the
principal amount of Notes to be purchased by the Agent or Agents pursuant
thereto, the price to be paid to the Company for such Notes, the time and
place of delivery of and payment for such Notes and such other provisions
(including further terms of the Notes) as may be mutually agreed upon. Each
Agent is authorized to engage the services of any broker or dealer in
connection with the resale of the Notes purchased pursuant to any such Terms
Agreement and may reallow to any broker or dealer a portion of the discount or
commission payable pursuant hereto. Such Terms Agreement shall also specify
the requirements for the officer's certificate, opinions of counsel and
comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof, respectively,
and with respect to any stand-off agreement pursuant to Section 4(k) hereof,
and with respect to any opinions pursuant to Section 5(d) hereof.
(c) Administrative Procedures. Administrative Procedures with respect
to the sale of Notes shall be agreed upon from time to time by the Agents and
the Company (the "Procedures"). The Agents and the Company agree to perform
the respective duties and obligations specifically provided to be performed by
them in the Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with each Agent as follows:
(a) Notice of Certain Events. The Company will notify each Agent
immediately (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the transmittal to the Commission for filing of any
supplement to the Prospectus (excluding, however, any Pricing Supplement or
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any prospectus supplement which relates solely to any offering of debt
securities other than the Notes) or any document to be filed pursuant to the
1934 Act which will be incorporated by reference in the Prospectus, (iii) of
the receipt of any comments from the Commission with respect to the
Registration Statement or the Prospectus, including any documents incorporated
therein by reference, (iv) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus
or for additional information, and (v) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose. The Company will make
every reasonable effort to prevent the issuance of any stop order and, if any
stop order is issued, to obtain the lifting thereof at the earliest possible
moment. In addition, the Company will notify each Agent if the rating
assigned to any long-term debt securities of the Company by any nationally
recognized statistical rating agency shall have been lowered or if any such
rating agency shall have informed the Company or publicly announced that it
has placed any debt securities of the Company on what is commonly termed a
"watch list" for possible downgrading.
(b) Notice of Certain Proposed Filings. The Company will give each
Agent notice of its intention to file or prepare any additional registration
statements with respect to the registration of additional Notes, any amendment
to the Registration Statement or any amendment or supplement to the Prospectus
(other than a Pricing Supplement or any amendment or supplement to the
Prospectus which relates exclusively to an offering of debt securities of the
Company other than the Notes), whether by the filing of documents pursuant to
the 1934 Act, the 1933 Act or otherwise, and will furnish each Agent with
copies of any such amendment or supplement or other documents proposed to be
filed or prepared a reasonable time in advance of such proposed filing or
preparation, as the case may be.
(c) Copies of the Registration Statement and the Prospectus. The
Company will deliver to each Agent as many conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as such Agent may
reasonably request. The Company will furnish to each Agent as many copies of
the Prospectus (as amended or supplemented) as such Agent shall reasonably
request so long as such Agent is required to deliver a Prospectus in
connection with sales or solicitations of offers to purchase the Notes.
(d) Preparation and Filing of Pricing Supplements. The Company will
prepare, with respect to any Notes to be sold through or to an Agent pursuant
to this Agreement, a Pricing Supplement with respect to such Notes in a form
previously approved by such Agent and will file such Pricing Supplement
pursuant to Rule 424(b)(3) under the 1933 Act not later than the close of
business of the Commission on the fifth business day after the date on which
such Pricing Supplement is first used.
(e) Prospectus Revisions -- Material Changes. Except as otherwise
provided in subsection (l) of this Section, if at any time during the term of
this Agreement any event shall occur or condition exist as a result of which
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it is necessary, in the reasonable opinion of counsel for the Agents or
counsel for the Company, to further amend or supplement the Prospectus in
order that the Prospectus will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances existing
at the time the Prospectus is delivered to a purchaser, or if it shall be
necessary, in the reasonable opinion of any of such counsel, to amend or
supplement the Registration Statement or the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, immediate
notice shall be given, and confirmed in writing, to each Agent to cease the
solicitation of offers to purchase the Notes in such Agent's capacity as agent
and to cease sales of any Notes such Agent may then own as principal pursuant
to a Terms Agreement, and the Company will promptly prepare and file with the
Commission such amendment or supplement, whether by filing documents pursuant
to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct
such untrue statement or omission or to make the Registration Statement and
Prospectus comply with such requirements.
(f) Prospectus Revisions -- Periodic Financial Information. Except as
otherwise provided in subsection (l) of this Section, on or prior to the date
on which there shall be released to the general public interim financial
statement information related to the Company with respect to any of the first
three quarters of any fiscal year or preliminary financial statement
information with respect to any fiscal year, the Company shall furnish such
information to each Agent, confirmed in writing, and shall cause the
Prospectus to be amended or supplemented, whether by the filing of documents
pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate
by reference capsule financial information with respect thereto and
corresponding information for the comparable period of the preceding fiscal
year, as well as such other information and explanations as shall be necessary
for an understanding thereof or as shall be required by the 1933 Act or the
1933 Act Regulations.
(g) Prospectus Revisions -- Audited Financial Information. Except as
otherwise provided in subsection (l) of this Section, on or prior to the date
on which there shall be released to the general public financial information
included in or derived from the audited financial statements of the Company
for the preceding fiscal year, the Company shall cause the Registration
Statement and the Prospectus to be amended, whether by the filing of documents
pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate
by reference such audited financial statements and the report or reports, and
consent or consents to such inclusion or incorporation by reference, of the
independent auditors with respect thereto, as well as such other information
and explanations as shall be necessary for an understanding of such financial
statements or as shall be required by the 1933 Act or the 1933 Act
Regulations.
(h) Earnings Statement. The Company will make generally available to
its security holders as soon as practicable, but not later than 90 days after
the close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 under the 1933 Act) covering each
twelve month period beginning, in each case, not later than the first day of
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the Company's fiscal quarter next following the "effective date" (as defined
in such Rule 158) of the Registration Statement with respect to each sale of
Notes.
(i) "Blue Sky" Qualifications. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and sale under
the applicable securities and insurance laws of such states and other
jurisdictions of the United States as the Agents may designate, and will
maintain such qualifications in effect for as long as may be required for the
distribution of the Notes; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so qualified. The
Company will file such statements and reports as may be required by the laws
of each jurisdiction in which the Notes have been qualified as above provided.
The Company will promptly advise each Agent of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Notes for sale in any such state or jurisdiction or the initiating or
threatening of any proceeding for such purpose.
(j) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file all
documents required to be filed with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act within the time periods required by the
1934 Act and the 1934 Act Regulations.
(k) Stand-Off Agreement. If required pursuant to the terms of a Terms
Agreement, between the date of any Terms Agreement and the Settlement Date
with respect to such Terms Agreement, the Company will not, without the prior
consent of the Agent or Agents who have entered into such Terms Agreement,
offer or sell, or enter into any agreement to sell, any debt securities of the
Company (other than the Notes that are to be sold pursuant to such Terms
Agreement and commercial paper in the ordinary course of business), except as
may otherwise be provided for in any such Terms Agreement.
(l) Suspension of Certain Obligations. The Company shall not be
required to comply with the provisions of subsections (e), (f) or (g) of this
Section during any period from the time the Agents shall have suspended
solicitation of offers to purchase the Notes in their capacity as agents
pursuant to a request from the Company to the time the Company shall determine
that solicitation of offers to purchase the Notes should be resumed or shall
subsequently enter into a new Terms Agreement with one or more of the Agents;
provided, however, that compliance with such subsections shall be required for
any portion of such period during which one or more of the Agents shall hold,
as principal, any Notes purchased pursuant to a Terms Agreement, if so
requested by any such Agent.
SECTION 5. Conditions of Obligations.
Each Agent's obligations to solicit offers to purchase the Notes as agent
of the Company, the obligations of any purchaser of Notes sold through an
Agent as agent, and any Agent's obligations to purchase Notes pursuant to any
Terms Agreement, will be subject to the accuracy of the representations and
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warranties on the part of the Company herein contained and to the accuracy of
the statements of the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance and observance by the
Company of all its covenants and agreements herein contained and to the
following additional conditions precedent:
(a) Legal Opinions. On the date hereof, the Agents shall have received
the following legal opinions, dated as of the date hereof and in form and
substance satisfactory to the Agents:
(1) Opinion of General Counsel of the Company. The opinion of
Gary M. Smith, Vice President, Secretary and General Counsel of the
Company (the "General Counsel"), to the effect that:
(i) Each of the subsidiaries of the Company has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation and has
corporate power and authority to own or lease its properties and
conduct its business as described in the Registration Statement; to
the knowledge of such counsel, the Company and each of its
subsidiaries has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases substantial
properties, or conducts business, and where the failure so to
qualify would have a material adverse effect on the business of the
Company and its subsidiaries taken as a whole; all of the
outstanding shares of capital stock of each such subsidiary have
been duly issued, are fully paid and non-assessable, and (except for
directors' qualifying shares) are owned, directly or indirectly, by
the Company, free and clear of all liens and encumbrances; and, to
the knowledge of such counsel, the Company and each of its
subsidiaries has all required authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental
regulatory officials and bodies (including, without limitation, each
insurance commission having jurisdiction over the Company or any
insurance subsidiary of the Company) to own or lease its properties
and to conduct its business as described in the Prospectus, except
such authorizations, approvals, orders, licenses, certificates and
permits which, if not obtained, would not have a material adverse
effect on the business of the Company and its subsidiaries taken as
a whole (such counsel being entitled to rely in respect of the
opinion in this clause (i) upon opinions (in form and substance
satisfactory to the Agents) of local counsel and of counsel for the
subsidiaries, such counsel being acceptable to counsel for the
Agents, copies of which shall be furnished to each Agent; and in
respect of matters of fact upon certificates of officers of the
Company or its subsidiaries, provided that such counsel shall state
that he believes that he is justified in relying upon such opinions
and certificates);
(ii) There are no legal or governmental proceedings pending or
to the best knowledge of such counsel threatened of a character
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which are required to be disclosed in the Registration Statement and
Prospectus, other than as disclosed therein; to the best knowledge
of such counsel, there are no contracts, indentures, mortgages,
deeds of trust, loan agreements or other documents of a character
required to be described in the Registration Statement or Prospectus
(or required to be filed under the 1934 Act if upon such filing they
would be incorporated by reference therein) or to be filed as
exhibits to the Registration Statement that are not described and
filed as required;
(iii) Neither the Company nor any of its subsidiaries is in
violation of its articles of incorporation, charter or By-laws or in
default in the performance or observance of any contractual
obligation known to such counsel, the violation of or default under
which has or will have a material adverse effect on the business of
the Company and its subsidiaries taken as a whole. The issue and
sale of the Notes, the compliance by the Company with all of the
provisions of the Notes, the Indenture, this Agreement (and, if the
opinion is being given pursuant to Section 7(c) hereof as a result
of the Company having entered into a Terms Agreement requiring such
opinion, the applicable Terms Agreement), and the consummation of
the transactions herein and therein contemplated will not (A)
conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument for money borrowed to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, or (B) result in
any violation of (x) the provisions of the Restated Articles of
Incorporation, as amended, or the Amended and Restated By-Laws of
the Company or (y) any statute or any order, rule or regulation
known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or
any of their properties, in any manner which, in the case of clauses
(A) and (B)(y), would have a material adverse effect on the business
of the Company and its subsidiaries taken as a whole (such counsel
being entitled to rely in respect of the opinion in this clause
(iii) with respect to subsidiaries upon opinions (in form and
substance satisfactory to the Agents) of counsel for the
subsidiaries, such counsel being acceptable to counsel for the
Agents, copies of which shall be furnished to each Agent, provided
that such counsel shall state that he believes that he is justified
in relying upon such opinions); and
(iv) No consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or
body is required for the issue and sale of the Notes or the
consummation by the Company of the other transactions contemplated
by this Agreement (and, if the opinion is being given pursuant to
Section 7(c) hereof as a result of the Company having entered into a
Terms Agreement requiring such opinion, the applicable Terms
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Agreement) or the Indenture, except such as may be required under
the 1933 Act and the 1939 Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or "Blue Sky" or insurance laws.
(2) Opinion of Special Counsel to the Company. The opinion or
opinions of Baker & Daniels and/or Jon P. Newton, Esq. (who shall rely
upon opinions (in form and substance satisfactory to the Agents) of
counsel licensed to practice in Indiana (such counsel being acceptable to
the Agents) as to matters of subheadings (i)-(v) below governed by
Indiana law (copies of which shall be furnished to each Agent); provided
that he shall state that he believes that he is justified in relying upon
such opinions), special counsel to the Company (the "Special Counsel"),
to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Indiana;
(ii) The Company has the corporate power and authority to own
its properties and conduct its business as described in the
Registration Statement;
(iii) This Agreement (and, if the opinion is being given
pursuant to Section 7(c) hereof as a result of the Company having
entered into a Terms Agreement requiring such opinion, the
applicable Terms Agreement) has been duly authorized, executed and
delivered by the Company;
(iv) The Indenture has been duly authorized, executed and
delivered by the Company and (assuming the Indenture has been duly
authorized, executed and delivered by the Trustee) constitutes a
valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by
general equity principles;
(v) The form of the Notes to be issued has been authorized in
or pursuant to the Indenture, the Notes have been duly authorized by
all necessary action by the Board of Directors, and by the Terms and
Pricing Committee of the Board of Directors, of the Company and,
when the variable terms of the Notes have been established by any
two of the authorized officers to whom such authority has been
delegated and the Notes have been executed and authenticated as
specified in the Indenture and delivered against payment of the
consideration therefor determined in accordance with this Agreement
(and, if the opinion is being given pursuant to Section 7(c) hereof
as a result of the Company having entered into a Terms Agreement
requiring such opinion, in accordance with the applicable Terms
Agreement), (A) the Notes will be valid and binding obligations of
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the Company, enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity
principles, and (B) each holder of Notes will be entitled to the
benefits of the Indenture;
(vi) The statements in the Prospectus under the captions
"Description of Notes" and "Description of Debt Securities", insofar
as they purport to summarize certain provisions of documents
specifically referred to therein, are accurate summaries of such
provisions in all material respects;
(vii) The Indenture is qualified under the 1939 Act;
(viii) The Registration Statement is effective under the 1933 Act
and, to the best of such counsel's knowledge and information, no
stop order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission; and
(ix) The Registration Statement (other than the financial
statements and other financial information included or incorporated
by reference therein or the Statement of Eligibility and
Qualification filed as an exhibit thereto, as to which no opinion
need be expressed), at the time it became effective (and, if the
opinion is being given pursuant to Section 7(c) hereof as a result
of the Company having entered into a Terms Agreement requiring such
opinion, as of the date of such Terms Agreement), appeared on its
face to be appropriately responsive in all material respects to the
applicable requirements of the 1933 Act, the 1939 Act and the
respective rules and regulations thereunder.
(3) Opinion of Counsel to the Agents. The opinion of Brown & Wood,
counsel to the Agents, covering the matters referred to in subparagraph
(a)(2) of this Section under the subheadings (i) and (iii) through (ix),
inclusive. In giving such opinion, Brown & Wood may rely as to matters
of Indiana law upon the opinion of Special Counsel referred to in
subparagraph (a)(2) of this Section.
(4) In giving their opinions required by subparagraphs (a)(2) and
(a)(3) of this Section, the Special Counsel and Brown & Wood shall each
additionally state that nothing has come to such counsel's attention that
would lead such counsel to believe that the Registration Statement, at
the time it became effective, or if an amendment to the Registration
Statement or an annual report on Form 10-K has been filed by the Company
with the Commission subsequent to the effectiveness of the Registration
Statement, then at the time the most recent such amendment became
effective or the most recent such Form 10-K was filed, as the case may be
(and, if the opinion is being given pursuant to Section 7(c) hereof as a
result of the Company having entered into a Terms Agreement requiring
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such opinion, as of the date of such Terms Agreement), contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus, as amended or supplemented at the
date of this Agreement (or, if the opinion is being given pursuant to
Section 7(c) hereof, as amended or supplemented at the date of such
opinion and, if being given as a result of the Company having entered
into a Terms Agreement requiring such opinion, as amended or supplemented
at the date of such Terms Agreement and the Settlement Date with respect
thereto), includes an untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(b) Officer's Certificate. At the date hereof (and at each Settlement
Date if called for under any Terms Agreement), each Agent shall have received
a certificate signed by the Chairman, the President or a Vice President of the
Company, dated as of the date hereof (or such Settlement Date), to the effect
that (i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus or since the date of such Terms
Agreement, as applicable, there has not been any material adverse change nor
any development or event involving a prospective material adverse change in
the business, financial condition, or results of operations of the Company and
its subsidiaries considered as whole, whether or not arising in the ordinary
course of business; (ii) the other representations and warranties of the
Company contained in Section 2 hereof are true and correct with the same force
and effect as though expressly made at and as of the date of such certificate;
(iii) the Company has performed or complied with all agreements and satisfied
all conditions on its part to be performed or satisfied pursuant to this
Agreement at or prior to the date of such certificate; and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been initiated or threatened by the
Commission.
(c) Comfort Letter. On the date hereof and at each Settlement Date with
respect to any Terms Agreement if called for by such Terms Agreement, the
independent auditors who have audited the financial statements of the Company
and its subsidiaries included or incorporated by reference in the Registration
Statement shall have furnished to the Agents a letter or letters dated as of
the date hereof or such Settlement Date, as the case may be, in form and
substance reasonably satisfactory to the Agents, to the effect set forth in
Exhibit C hereto.
(d) Other Documents. On the date hereof and at each Settlement Date
with respect to any applicable Terms Agreement if called for by such Terms
Agreement, counsel to the Agents shall have been furnished with such documents
and opinions as such counsel may reasonably require for the purpose of
enabling such counsel to pass upon the issuance and sale of the Notes as
herein contemplated and the related proceedings, or in order to evidence the
accuracy and completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Notes as
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herein contemplated shall be satisfactory in form and substance to the Agents
and to counsel to the Agents.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement, or, at the
option of the applicable Agent or Agents, any Terms Agreement, may be
terminated by any Agent party hereto or the Agent or Agents party to such
Terms Agreement by notice to the Company at any time and any such termination
shall be without liability of any party to any other party, except that the
covenant regarding provision of an earnings statement set forth in Section
4(h) hereof, the provisions concerning payment of expenses under Section 10
hereof, the indemnity and contribution agreements set forth in Sections 8 and
9 hereof, the provisions concerning the representations, warranties and
agreements to survive delivery in Section 11 hereof, and the provisions set
forth under "Governing Law" in Section 14 hereof and the provisions set forth
under "Parties" in Section 15 hereof shall remain in effect; provided,
however, that an Agent's termination of this Agreement shall terminate this
Agreement only as between such Agent and the Company.
SECTION 6. Delivery of and Payment for Notes Sold through an Agent.
Delivery of Notes sold through an Agent as agent shall be made by the
Company to such Agent for the account of any purchaser only against payment
therefor in immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note on the date
fixed for settlement, the respective Agent shall promptly notify the Company
and deliver the Note to the Company, and, if such Agent has theretofore paid
the Company for such Note, the Company will promptly return such funds to such
Agent. If such failure occurred for any reason other than default by that
Agent in the performance of its obligations hereunder, the Company will
reimburse such Agent on an equitable basis for its loss of the use of the
funds for the period such funds were credited to the Company's account.
SECTION 7. Additional Covenants of the Company.
The Company covenants and agrees with each Agent that:
(a) Reaffirmation of Representations and Warranties. Each acceptance by
the Company of an offer for the purchase of Notes (whether to an Agent as
principal or through an Agent as agent) and each delivery of Notes to an Agent
(whether to an Agent as principal or through an Agent as agent) shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate theretofore
delivered to the Agents pursuant hereto are true and correct at the time of
such acceptance or delivery, as the case may be, as though made at and as of
each such time (and it is understood that such representations and warranties
shall relate to the Registration Statement and Prospectus as amended and
supplemented to each such time).
(b) Subsequent Delivery of Certificates. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by a Pricing Supplement and, unless any Agent shall otherwise
specify, other than by an amendment or supplement which relates exclusively to
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an offering of securities other than the Notes), (ii) there is filed with the
Commission any document incorporated by reference into the Prospectus (other
than any Current Report on Form 8-K relating exclusively to the issuance of
securities under the Registration Statement or to quarterly or annual
financial results of the Company, in each case unless any Agent shall
otherwise specify), (iii) if required pursuant to the terms of a Terms
Agreement, the Company sells Notes to an Agent or Agents pursuant to a Terms
Agreement or (iv) if specifically requested by the Agent to or through whom
the Notes are issued and sold, the Company issues and sells Notes through or
to an Agent bearing interest determined by reference to an interest rate basis
or formula not described in the Prospectus in the form first filed with the
Commission pursuant to Rule 424(b) of the 1933 Act Regulations, the Company
shall furnish or cause to be furnished to the Agents forthwith a certificate,
dated the date of filing with the Commission of such supplement or document,
the date of effectiveness of such amendment, or the date of such sale, as the
case may be, in form satisfactory to the Agents to the effect that the
statements contained in the certificate referred to in Section 5(b) hereof
which was last furnished to the Agents are true and correct at the time of
such amendment, supplement, filing or sale, as the case may be, as though made
at and as of such time (except that such statements shall be deemed to relate
to the Registration Statement and the Prospectus as amended and supplemented
to such time) or, in lieu of such certificate, a certificate of the same tenor
as the certificate referred to in said Section 5(b), modified as necessary to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate.
(c) Subsequent Delivery of Legal Opinions. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by a Pricing Supplement or an amendment or supplement providing
solely for the inclusion of additional financial information, and, unless any
Agent shall otherwise specify, other than by an amendment or supplement which
relates exclusively to an offering of securities other than the Notes), (ii)
there is filed with the Commission any document incorporated by reference into
the Prospectus (other than any Current Report on Form 8-K or Quarterly Report
on Form 10-Q, unless any Agent shall otherwise specify), (iii) if required
pursuant to the terms of a Terms Agreement, the Company sells Notes to an
Agent or Agents pursuant to a Terms Agreement or (iv) if specifically
requested by the Agent to or through whom the Notes are issued and sold, the
Company issues and sells Notes through or to an Agent bearing interest
determined by reference to an interest rate basis or formula not described in
the Prospectus in the form first filed with the Commission pursuant to Rule
424(b) of the 1933 Act Regulations, the Company shall furnish or cause to be
furnished forthwith to the Agents and to counsel to the Agents written
opinions of the General Counsel and Special Counsel to the Company, or other
counsel satisfactory to the Agents, dated the date of filing with the
Commission of such supplement or document, the date of effectiveness of such
amendment, or the date of such sale, as the case may be, in form and substance
satisfactory to the Agents, of the same tenor as the opinions referred to in
Sections 5(a)(1) and 5(a)(2) hereof, but modified, as necessary, to relate to
the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such opinions; or, in lieu of such opinions, counsel
last furnishing such opinion to the Agents shall furnish the Agents with a
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letter to the effect that the Agents may rely on such last opinion to the same
extent as though it was dated the date of such letter authorizing reliance
(except that statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such letter authorizing reliance).
(d) Subsequent Delivery of Comfort Letters. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information or there is filed with the Commission
any document incorporated by reference into the Prospectus which contains
additional financial information (other than any Current Report on Form 8-K
relating exclusively to quarterly or annual financial results of the Company,
unless any Agent shall otherwise specify), or (ii) if required pursuant to the
terms of a Terms Agreement, the Company sells Notes to an Agent or Agents
pursuant to a Terms Agreement, the Company shall cause the independent
auditors who have audited the financial statements of the Company and its
subsidiaries included or incorporated by reference in the Prospectus forthwith
to furnish the Agents a letter, dated the date of filing with the Commission
of such supplement or document, the date of effectiveness of such amendment,
or the date of such sale, as the case may be, in form satisfactory to the
Agents, of the same tenor as the letter referred to in Section 5(c) hereof,
but modified to relate to the Registration Statement and Prospectus as amended
and supplemented to the date of such letter, and with such changes as may be
necessary to reflect changes in the financial statements and other information
derived from the accounting records of the Company; provided, however, that if
the Registration Statement or the Prospectus is amended or supplemented solely
to include financial information as of and for a fiscal quarter, such auditors
may limit the scope of such letter to the unaudited financial statements
included in such amendment or supplement unless any other information included
therein of an accounting, financial or statistical nature is of such a nature
that, in the reasonable judgment of any Agent, such letter should cover such
other information.
SECTION 8. Indemnification.
(a) Indemnification of the Agents. The Company agrees to indemnify and
hold harmless each Agent and each person, if any, who controls any Agent
within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact contained
in the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
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(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by any Agent), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) and
(ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by
any Agent expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto), or made
in reliance upon the Statement of Eligibility and Qualification under the 1939
Act filed as an exhibit to the Registration Statement.
(b) Indemnification of Company. Each Agent severally agrees to
indemnify and hold harmless the Company, its directors, each of its officers
who signed the Registration Statement (or signs any amendment thereto), and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with written information furnished to the
Company by such Agent expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto).
(c) General. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement or threat of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement or threat thereof; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be commenced or threatened against
any indemnified party and it shall notify the indemnifying party of the
commencement or threat thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall desire and so elect
within a reasonable time after receipt of such notification, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
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with counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party and it being understood that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel of which
there shall not be more than one firm in any jurisdiction) for all such
indemnified parties (treating the indemnified party and its controlling
persons, directors and officers referred to in subsections (a) and (b) above,
respectively, to which the provisions of this Section 8 extend as a single
indemnified party for such purpose)), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.
SECTION 9. Contribution.
In order to provide for just and equitable contribution in circumstances
in which the indemnity agreement provided for in Section 8 hereof is for any
reason unavailable to or insufficient to hold harmless the indemnified parties
although applicable in accordance with its terms, the Company and each Agent
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by
the Company and such Agent, as incurred, in such proportions that each Agent
is responsible for that portion represented by the percentage that the total
commissions and underwriting discounts received by such Agent from the sale of
Notes to the date of such liability bears to the total sales price received by
the Company from the sale of Notes to the date of such liability, and the
Company is responsible for the balance; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls an Agent within the meaning of Section 15 of
the 1933 Act shall have the same rights to contribution as such Agent, and
each director of the Company, each officer of the Company who signed the
Registration Statement (or signs any amendment thereto), and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as the Company.
SECTION 10. Payment of Expenses.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(i) The preparation and filing of the Registration Statement and
any amendments thereto and the Prospectus and any amendments or
supplements thereto;
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<PAGE>
(ii) The preparation, filing and reproduction of this Agreement;
(iii) The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of book-entry notes;
(iv) The fees and disbursements of the Company's accountants and
counsel, of the Trustee and its counsel and of any Calculation Agent;
(v) The reasonable fees and disbursements of counsel to the Agents
incurred from time to time in connection with the transactions
contemplated hereby;
(vi) The qualification of the Notes under securities and insurance
laws in accordance with the provisions of Section 4(i) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the
Agents in connection therewith and in connection with the preparation of
any Blue Sky Survey and any Legal Investment Survey;
(vii) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or
supplements thereto, and the delivery by the Agents of the Prospectus and
any amendments or supplements thereto in connection with solicitations or
confirmations of sales of the Notes;
(viii) The printing (or copying) and delivery to the Agents of copies
of the Indenture (and any supplements and amendments thereto) and any
"Blue Sky" Survey and any Legal Investment Survey;
(ix) Any fees charged by rating agencies for the rating of the
Notes;
(x) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(xi) Any advertising and other out-of-pocket expenses of the Agents
incurred with the approval of the Company;
(xii) The cost of providing CUSIP or other identification numbers for
the Notes; and
(xiii) The fees and expenses of any Depository (as defined in the
Indenture) and any nominees thereof in connection with the Notes.
SECTION 11. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this
Agreement or any Terms Agreement, or in certificates of officers of the
Company submitted pursuant hereto or thereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
the Agents or any controlling person of any Agent, or by or on behalf of the
Company, and shall survive each delivery of and payment for any of the Notes.
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<PAGE>
SECTION 12. Termination.
(a) Termination of this Agreement. This Agreement may be terminated for
any reason, at any time by any party hereto upon the giving of 30 days'
written notice of such termination to each other party hereto; provided,
however, that an Agent's termination of this Agreement shall terminate this
Agreement only between such Agent and the Company; and, provided further, that
the Company may, if it so elects, terminate this Agreement as between itself
and one, some or all of the Agents by specifying the Agents with respect to
which this Agreement is to be terminated in the written notice of termination.
(b) Termination of a Terms Agreement. The applicable Agent or Agents,
as the case may be, may terminate any Terms Agreement, immediately upon notice
to the Company, at any time prior to the Settlement Date relating thereto
(i) if there shall have been, since the date of such Terms Agreement or since
the respective dates as of which information is given in the Registration
Statement and Prospectus, any material adverse change or any development or
event involving a prospective material adverse change in the business,
financial condition or results of operations of the Company and its
subsidiaries taken as a whole, whether or not arising in the ordinary course
of business; or (ii) if there shall have occurred any of the following (A) a
suspension or material limitation in trading in securities generally on the
New York Stock Exchange or any other exchange on which application shall have
been made to list the Notes, or (B) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State
authorities, or (C) an outbreak or escalation of hostilities or other national
or international calamity or crisis, if the effect of any such event specified
in this clause (ii) in the reasonable judgment of the applicable Agent or
Agents makes it impracticable to proceed with the public offering or the
delivery of the Notes on the terms and in the manner contemplated in the
Prospectus; or (iii) if there shall have occurred a downgrading in the rating
accorded the Company's long-term debt securities by either Moody's Investors
Service, Inc. or Standard & Poor's Corporation.
(c) General. In the event of any such termination, no party will have
any liability to the other parties hereto, except that (i) the Agents shall be
entitled to any commission earned in accordance with the third paragraph of
Section 3(a) hereof, (ii) if at the time of termination an offer to purchase
any of the Notes has been accepted by the Company but the time of delivery to
the purchaser or his agent of the Note or Notes relating thereto has not
occurred, the covenants set forth in Sections 4 and 7 hereof shall remain in
effect until such Notes are so delivered, (iii) if at the time of termination
any Agent shall own any Notes purchased pursuant to a Terms Agreement with the
intention of reselling them, the covenants set forth in Sections 4 and 7
hereof shall remain in effect until the earlier of the time such Notes are
resold and nine (9) months after delivery of written notice of termination,
and (iv) the covenant set forth in Section 4(h) hereof, the indemnity and
contribution agreements set forth in Sections 8 and 9 hereof, and the
provisions of Sections 10, 11, 14 and 15 hereof shall remain in effect.
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<PAGE>
SECTION 13. Notices.
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail
or by telex, telecopier or telegram, and any such notice shall be effective
when received at the specified address.
If to the Company:
American General Finance Corporation
c/o American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Attention: Assistant Treasurer
Telecopy: (713) 522-3487
If to CS First Boston Corporation:
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Attention: Joseph D. Fashano
Telecopy: (212) 318-0532
If to Lehman Brothers:
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285-1200
Attention: Medium-Term Note Department
Telecopy: (212) 528-1718
If to Merrill Lynch & Co.:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center
North Tower - 10th Floor
New York, New York 10281-1310
Attention: MTN Product Management
Telecopy: (212) 449-2234
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<PAGE>
If to Smith Barney Inc.
Smith Barney Inc.
1345 Avenue of the Americas
46th Floor
New York, New York 10105
Attention: MTN Product Management
Telecopy: (212) 698-8479
or at such other address as such parties may designate from time to time by
notice duly given in accordance with the terms of this Section 13.
SECTION 14. Governing Law.
This Agreement and all the rights and obligations of the parties created
hereby shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed in such
State.
SECTION 15. Parties.
This Agreement shall inure to the benefit of and be binding upon each
Agent and the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Notes shall be deemed to be a successor by reason merely of
such purchase.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement among the Agents and the Company in accordance with its terms.
Very truly yours,
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<PAGE>
AMERICAN GENERAL FINANCE CORPORATION
By: /S/ PHILIP M. HANLEY
Philip M. Hanley
Senior Vice President and Chief
Financial Officer
By: /S/ JAMES L. GLEAVES
James L. Gleaves
Assistant Treasurer
Accepted:
CS FIRST BOSTON CORPORATION
By:_________________________
Name:
Title:
LEHMAN BROTHERS INC.
By:_________________________
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:_________________________
Name:
Title:
SMITH BARNEY INC.
By:_________________________
Name:
Title:
-26-
<PAGE>
EXHIBIT A
As consideration for the services of the Agents hereunder, the Company
shall pay the Agent who places any Note a commission in the form of a discount
from the purchase price of such Note in an amount and manner agreed to by the
Company and such Agent, which amount may not exceed the percentage of the
principal amount of such Note set forth below; provided, however, that this
commission schedule may be revised from time to time by the Company at its
sole discretion, by written notice thereof from the Company to all of the
Agents.
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
From 9 months but less than 1 year......................... 0.125%
From 1 year but less than 18 months........................ 0.150
From 18 months but less than 2 years....................... 0.200
From 2 years but less than 3 years......................... 0.250
From 3 years but less than 4 years......................... 0.350
From 4 years but less than 5 years......................... 0.450
From 5 years but less than 6 years......................... 0.500
From 6 years but less than 7 years......................... 0.550
From 7 years but less than 10 years........................ 0.600
From 10 years but less than 15 years....................... 0.625
From 15 years but less than 20 years....................... 0.700
From 20 years or more ..................................... 0.750
<PAGE>
EXHIBIT B
The following terms, if applicable, shall be agreed to by the applicable
Agent or Agents and the Company pursuant to each Terms Agreement:
Principal Amount: U.S. $____________
Certificated Notes or Book-Entry Notes:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Interest Reset Period(s):
Index Maturity:
Spread:
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Interest Reset Months:
Interest Payment Month(s):
Interest Payment Date(s):
Calculation Agent:
If redeemable at the option of the Company:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If repayable at the option of the holder thereof:
Repayment Date(s):
Date of Maturity:
Purchase Price: ____%
Settlement Date and Time:
Additional Terms:
Also, agreement as to whether the following will be required:
Officer's Certificate pursuant to Section 7(b) of the
Distribution Agreement.
Legal Opinions pursuant to Section 7(c) of the Distribution
Agreement.
Comfort Letter pursuant to Section 7(d) of the Distribution
Agreement.
Stand-off Agreement pursuant to Section 4(k) of the
Distribution Agreement.
Opinions pursuant to Section 5(d) of the
Distribution Agreement.
<PAGE>
EXHIBIT C
Pursuant to subsection 5(c) of the Distribution Agreement, the Agents
shall have received from the independent auditors who have audited the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and Prospectus, one or
more letters, each of which shall be to the effect that they are independent
auditors with respect to the Company as required by the 1933 Act and by the
published rules and regulations of the Commission thereunder and which, when
read together, shall be to the further effect that:
(i) In their opinion the financial statements of the Company and
its subsidiaries audited by them and included or incorporated by
reference in the Registration Statement and Prospectus comply as to form
in all material respects with the applicable accounting requirements of
the 1933 Act and the 1934 Act and the applicable published rules and
regulations thereunder;
(ii) On the basis of a reading of the unaudited financial
statements and any other unaudited financial statement data included or
incorporated by reference in the Registration Statement and Prospectus,
a reading of the latest available interim unaudited financial statements
of the Company and its subsidiaries ("Interim Financials"), if any, a
reading of any unaudited pro forma financial statements included or
incorporated by reference in the Registration Statement and Prospectus
and a reading of the minutes of the Company's shareholder's meetings,
the meetings of the Board of Directors, the Executive Committee of the
Board of Directors and the Terms and Pricing Committee of the Board of
Directors, since the end of the most recent fiscal year with respect to
which an audit report has been issued and inquiries of and discussions
with certain officials of the Company responsible for accounting and
financial matters with respect to the unaudited financial statements and
any other unaudited financial statement data included or incorporated by
reference in the Registration Statement and Prospectus, any Interim
Financials, and any unaudited pro forma financial statements included or
incorporated by reference in the Registration Statement and Prospectus,
and as to whether (1) as of a specified date not more than five days
prior to the date of the letter, there was any change in the
consolidated capital stock or any increase in consolidated long-term
debt of the Company and its subsidiaries (except for increases due to
accretion of discount on original issue discount securities, if any) or
any decrease in the consolidated net assets of the Company and its
subsidiaries as compared with the amounts shown on the most recent
consolidated balance sheet of the Company and its subsidiaries included
or incorporated by reference in the Registration Statement and
Prospectus (the "Recent Balance Sheet") or (2) during the period, if
any, from the date of the Recent Balance Sheet to the date of the most
recent balance sheet included in the Interim Financials (the "Interim
Period") there was any decrease, as compared with the corresponding
period in the preceding year, in consolidated total revenues or in
consolidated net income of the Company and its subsidiaries, or (3)
during the period from the date of the Interim Financials or, if there
are no Interim Financials, from the date of the Recent Balance Sheet to
a specified date not more than five days prior to the date of the letter
there was any decrease, as compared with the corresponding period in the
<PAGE>
preceding year, in consolidated total revenues or in consolidated net
income of the Company and its subsidiaries, which reading, inquiries and
discussions would not necessarily reveal changes in the financial
position or results of operations or inconsistencies in the application
of generally accepted accounting principles or other matters of
significance with respect to the following, nothing has come to their
attention which would lead them to believe that (A) the unaudited
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and Prospectus
do not comply as to form in all material respects with the applicable
accounting requirements of the 1934 Act and the published rules and
regulations thereunder or were not fairly presented in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included or incorporated by reference therein, or the Interim
Financials, if any, were not determined on a basis substantially
consistent with the audited financial statements included or
incorporated by reference in the Registration Statement or Prospectus,
(B) any other unaudited financial statement data included or
incorporated by reference in the Prospectus do not agree with the
corresponding items in the unaudited financial statements from which
such data were derived or any such unaudited financial statement data
were not determined on a basis substantially consistent with the
corresponding amounts in the audited financial statements included or
incorporated by reference in the Prospectus, (C) any unaudited pro forma
financial statements included or incorporated by reference in the
Prospectus do not comply as to form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation S-X or
the pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements, (D)(1) as of
the date of the Interim Financials, if any, and as of a specified date
not more than five days prior to the date of the letter, there was any
change in the consolidated capital stock or any increase in consolidated
long-term debt of the Company and its subsidiaries (except for increases
due to accretion of discount on original issue discount securities, if
any) or any decrease in the consolidated net assets of the Company and
its subsidiaries as compared with the amounts shown on the Recent
Balance Sheet or (2) during any Interim Period, there was any decrease,
as compared with the corresponding period in the preceding year, in
consolidated total revenues or in consolidated net income of the Company
and its subsidiaries, or (3) during the period from the date of the
Interim Financials or, if there are no Interim Financials, from the date
of the Recent Balance Sheet to a specified date not more than five days
prior to the date of the letter there was any decrease, as compared with
the corresponding period in the preceding year, in consolidated total
revenues or in consolidated net income of the Company and its
subsidiaries except in each such case for (1), (2) and (3) as set forth
in or contemplated by the Registration Statement and Prospectus or
except for such exceptions as may be enumerated in such letter; and
(iii) In addition to the limited procedures referred to in clause
(ii) above, they have carried out certain other specified procedures,
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<PAGE>
not constituting an audit, with respect to certain amounts, percentages
and financial information which are derived from the general financial
and accounting records of the Company and its subsidiaries, which are
included or incorporated by reference in the Registration Statement and
Prospectus and which are specified by the Agents and have compared such
amounts, percentages and financial information with the financial and
accounting records of the Company and its subsidiaries and have found
them to be in agreement.
-3-
<PAGE>
EXHIBIT 4(a)
CERTIFICATE
I, Patricia W. Neighbors, Assistant Secretary of American General
Finance Corporation, an Indiana corporation (the "Company"), hereby certify
that attached hereto is a true copy of resolutions duly adopted by a duly
authorized and appointed committee of the Board of Directors of the Company at
a meeting duly called and held on December 1, 1994, at which meeting a quorum
was present and acting throughout, and such resolutions have not been amended,
modified or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: February 13, 1995
/S/ PATRICIA W. NEIGHBORS
Patricia W. Neighbors
Assistant Secretary
<PAGE>
AMERICAN GENERAL FINANCE CORPORATION
DATE: December 1, 1994
SUBJECT: Meeting of Terms and Pricing Committee (Messrs. Hanley, Leitch,
Tuerff, and Tuters)
PURPOSE: The purpose of these resolutions is to rescind and restate
resolutions authorizing the issuance of up to $500,000,000
aggregate principal amount of Medium-Term Notes, Series D.
RESCISSION AND RESTATEMENT OF RESOLUTIONS
REGARDING MEDIUM-TERM NOTES, SERIES D
WHEREAS, the Terms and Pricing Committee of the Board of Directors of
American General Finance Corporation (the "Company") by resolutions adopted on
September 28, 1994 previously authorized (a) the creation, issuance, and sale
of (i) up to $2,000,000,000 aggregate principal amount of debt securities and
(ii) warrants (without limitation as to number or offering price) to purchase
such debt securities (together, the "Shelf Securities"), such debt securities
to be issued under an Indenture (the "Indenture") to be entered into between
the Company and The Chase Manhattan Bank (National Association), as Trustee
(the "Trustee"), which Shelf Securities may be issued from time to time at the
discretion of the Terms and Pricing Committee, and (b) the preparation,
execution and filing with the Securities and Exchange Commission of a
registration statement relating to the Shelf Securities (the "Registration
Statement"); and
WHEREAS, the Terms and Pricing Committee by separate resolutions also
adopted on September 28, 1994 authorized the creation of a series of medium-
term notes of the Company (the "Prior Resolutions"); and
WHEREAS, the Terms and Pricing Committee deems it desirable to rescind
and restate the Prior Resolutions.
NOW, THEREFORE, BE IT RESOLVED, that the Prior Resolutions be, and they
hereby are, rescinded and restated in their entirety, as set forth below:
1. Approval of Terms of Medium-Term Notes.
RESOLVED, that, subject to the effectiveness of the
Registration Statement, this Terms and Pricing Committee hereby
authorizes and approves the creation by the Company of a series of
Shelf Securities, the execution on behalf of the Company of such
series of Shelf Securities, the delivery of such series of Shelf
Securities to the Trustee, the authentication thereof by the
Trustee, and the delivery thereof by the Trustee pursuant to a
Company Order (as defined in the Indenture; and any terms used
herein in initially capitalized form but not defined herein shall
have the meanings given to them in the Indenture), all in
accordance with Article Three of the Indenture and with the
procedures set forth in the Indenture and in the administrative
procedures hereinafter approved (the "Administrative Procedures")
as follows:
<PAGE>
a. Title.
Such series of Shelf Securities shall be debt securities and
the title of such series of Shelf Securities shall be "Medium-Term
Notes, Series D" (the "Notes");
b. Aggregate Principal Amount.
The aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture shall not exceed
$500,000,000;
c. Type of Security.
The Notes shall be issued as Registered Securities pursuant
to the Indenture; and the Notes may be issued, as determined by
any two Authorized Officers (as named below), either in
certificated form or in book-entry form; and beneficial owners of
interests in any Notes issued in book-entry form may exchange such
interests for Notes in certificated form only under the
circumstances, and on the terms and conditions, as may be
determined by any two Authorized Officers;
d. Maturity Date.
Each Note shall have a Stated Maturity on which the
principal of the Note is payable, as determined by any two
Authorized Officers in accordance with the Administrative
Procedures, which Stated Maturity may vary among the Notes;
provided, however, that each Stated Maturity shall not be less
than nine months from date of issue;
e. Interest and Principal Amount.
Each Note shall be issued in a principal amount determined
by any two Authorized Officers in accordance with the Indenture
and the Administrative Procedures; each Note shall bear interest
from its date of issue at either a fixed rate (a "Fixed Rate
Note") or a floating rate determined by reference to such interest
rate basis or formula as may be determined by any two Authorized
Officers and calculated in the manner described in one or more
prospectus supplements or pricing supplements relating to the
Notes (each a "Prospectus Supplement") to the prospectus
constituting a part of the Registration Statement (the
"Prospectus") and in accordance with the Administrative Procedures
(a "Floating Rate Note"); all determinations regarding whether a
Note is a Fixed Rate Note or a Floating Rate Note and, subject to
the foregoing limitations, all other determinations regarding
interest on the Notes, shall be made by any two Authorized
Officers in accordance with the Indenture and the Administrative
Procedures; and principal amounts and interest terms may vary
among the Notes;
<PAGE>
f. Issue Date.
Each Note shall be issued on and dated such date as may be
determined by any two Authorized Officers in accordance with the
Administrative Procedures, which date may vary among the Notes;
g. Interest Payment Dates and Record Dates.
The Interest Payment Dates on which interest on each Fixed
Rate Note shall be payable shall be March 15 and September 15 of
each year and at Maturity of the Fixed Rate Note; and the Regular
Record Date for the payment of interest on a Fixed Rate Note shall
be the March 1 or September 1 (whether or not a Business Day) next
preceding each such March 15 or September 15, as the case may be,
and otherwise as provided in the Indenture; interest payments on a
Floating Rate Note shall be made on such dates as are provided in
the applicable Floating Rate Note as determined by any two
Authorized Officers in accordance with the provisions of the
Indenture and the Administrative Procedures; and the Regular
Record Date for the payment of interest on a Floating Rate Note
shall be the fifteenth calendar day (whether or not a Business
Day) prior to each such Interest Payment Date;
h. Place and Manner of Payment.
Payment of the principal of (and premium, if any) and
interest on the Notes shall be made at the places and in the
manner approved by any two Authorized Officers in accordance with
the provisions of the Indenture and the Administrative Procedures;
i. Redemption or Repayment.
The Notes shall not be redeemable or repayable prior to the
Stated Maturity thereof unless otherwise determined with respect
to specific Notes by any two Authorized Officers and unless so
specified in a Prospectus Supplement, in which case such specific
Notes shall be redeemable or repayable at the times or upon the
events determined by such Authorized Officers and in accordance
with the provisions set forth in such Notes and Prospectus
Supplement and in the Indenture;
j. Sinking Fund.
The Notes shall not be entitled to any sinking fund unless
otherwise determined with respect to specific Notes by any two
Authorized Officers and unless so specified in a Prospectus
Supplement, in which case such specific Notes shall be entitled to
a sinking fund at the times or upon the events determined by such
Authorized Officers and in accordance with the provisions set
forth in such Notes and Prospectus Supplement and in the
Indenture;
<PAGE>
k. Denominations.
The Notes shall be issuable in denominations of $1,000 or
any amount in excess thereof which is an integral multiple of
$1,000;
l. Book-entry.
Unless otherwise determined with respect to specific Notes
by any two Authorized Officers, all of the Notes shall be issued
in book-entry form pursuant to the book-entry system described in
a Prospectus Supplement;
m. Forms of Book-entry Securities.
The forms of book-entry securities for the Fixed Rate Notes
and Floating Rate Notes submitted to this meeting, and the terms
and provisions of such Notes set forth therein (including, without
limitation, the terms and provisions with respect to the payment
of principal and interest and with respect to optional redemption,
optional repayment and sinking fund), hereby are approved in all
respects; and, unless otherwise determined by any two Authorized
Officers in accordance with the authority granted to them pursuant
to these resolutions, such forms of security shall be used for,
and such terms and provisions shall apply to, each Fixed Rate Note
and Floating Rate Note, respectively, issued in book-entry form
(it being understood that such optional redemption and optional
repayment terms shall not be applicable to any Note unless
otherwise determined by any two Authorized Officers and unless so
specified in a Prospectus Supplement);
n. Forms of Certificated Securities.
The forms of certificated securities for Fixed Rate Notes
and Floating Rate Notes, and the terms and provisions of such
Notes, respectively, to be set forth therein, shall be as
determined, from time to time, by any two Authorized Officers in
accordance with the authority granted to them pursuant to these
resolutions; and
o. Miscellaneous.
In all other respects, the Notes shall have the terms to be
established and reestablished from time to time by any two
Authorized Officers; and be it
2. Authentication and Delivery of Notes.
FURTHER RESOLVED, that any one Authorized Officer be, and
each of them hereby is, authorized and directed to cause the
Trustee to complete and authenticate Notes in the form or forms
specified in paragraph 1 above in the aggregate principal amount
of up to $500,000,000 in such denominations and registered in such
names as shall hereafter be requested in accordance with a Company
Order to the Trustee, and to deliver said authenticated Notes in
accordance with said Company Order and the Administrative
Procedures, and otherwise to act with respect to the Notes in
<PAGE>
accordance with the Company Order and the Administrative
Procedures; and be it
3. Distribution Agreements.
FURTHER RESOLVED, that the forms, terms and provisions of
the Distribution Agreement relating to the sale of Notes through
agents unaffiliated with the Company ("the Unaffiliated Agents")
to be entered into among the Unaffiliated Agents and the Company
(the "Unaffiliated Agents Distribution Agreement"), and the
Distribution Agreement relating to the sale of Notes through AGF
Investment Corp. ("AGFIC") to be entered into between AGFIC and
the Company (the "AGFIC Distribution Agreement"), copies of which
Unaffiliated Agents Distribution Agreement and AGFIC Distribution
Agreement were submitted to this meeting, be, and they hereby are,
approved, and that any two Authorized Officers be, and they hereby
are, authorized in the name and on behalf of the Company to
execute and deliver, in such number of counterparts as such
Authorized Officers deem advisable, the Unaffiliated Agents
Distribution Agreement and the AGFIC Distribution Agreement in
substantially the forms presented to this meeting, with such
changes therein, additions thereto and deletions therefrom as the
Authorized Officers executing the same shall approve, such
approval to be conclusively evidenced by their execution and
delivery thereof; and be it
4. Administrative Procedures.
FURTHER RESOLVED, that the forms, terms and provisions of
the Administrative Procedures relating to the sale of Notes
through the Unaffiliated Agents and the Administrative Procedures
relating to the sale of Notes through AGFIC, copies of which
Administrative Procedures were submitted to this meeting, be, and
they hereby are, approved, and that the appropriate officers of
the Company be, and they hereby are, authorized to act in
accordance with such Administrative Procedures in substantially
the forms presented to this meeting, with such changes therein,
additions thereto and deletions therefrom as any two Authorized
Officers shall approve; and be it
5. Calculation Agent Agreement.
FURTHER RESOLVED, that the form, terms and provisions of the
Calculation Agent Agreement relating to the calculation of
interest rates and amounts payable on Floating Rate Notes, to be
entered into between the Company and the Trustee as calculation
agent, copies of which Calculation Agent Agreement were submitted
to this meeting, be, and they hereby are, approved, and that any
two Authorized Officers be, and they hereby are, authorized in the
name and on behalf of the Company to execute and deliver, in such
number of counterparts as such Authorized Officers deem advisable,
the Calculation Agent Agreement in substantially the form
presented to this meeting, with such changes therein, additions
thereto and deletions therefrom as the Authorized Officers
executing the same shall approve, such approval to be conclusively
evidenced by their execution and delivery thereof; and be it
<PAGE>
6. Letter Of Representations.
FURTHER RESOLVED, that the form, terms and provisions of the
Letter of Representations relating to certain matters arising in
connection with the issuance of Notes, to be entered into among
the Company, the Trustee and The Depository Trust Company, copies
of which Letter of Representations were submitted to this meeting,
be, and they hereby are, approved, and that any two Authorized
Officers be, and they hereby are, authorized in the name and on
behalf of the Company to execute and deliver, in such number of
counterparts as such Authorized Officers deem advisable, the
Letter of Representations in substantially the form presented to
this meeting, with such changes therein, additions thereto and
deletions therefrom as the Authorized Officers executing the same
shall approve, such approval to be conclusively evidenced by their
execution and delivery thereof; and be it
7. Authorized Officers.
FURTHER RESOLVED, that the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer and any
Assistant Treasurer of the Company be, and each of them hereby is,
appointed as an Authorized Officer; and that any two Authorized
Officers be, and hereby are, authorized to make all determinations
and to do and prepare all such acts or things, and to execute,
deliver, and file such documents or instruments as may be
necessary or appropriate in order to carry out fully the purposes
and intent of the foregoing resolutions, except that any one
Authorized Officer, acting alone, shall be authorized to take the
actions specified in paragraph 2 above; and be it
8. Further Miscellaneous Authority.
FURTHER RESOLVED, that the appropriate officers of the
Company be, and each of them hereby is, authorized to do and
perform all such acts or things, and to execute, deliver, and file
such documents or instruments as each such officer may deem
necessary or appropriate in order to carry out fully the purpose
and intent of the foregoing resolutions.
<PAGE>
EXHIBIT 4(b)
[SPECIMEN]
UNLESS AND UNTIL IT IS EXCHANGED FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. $
CUSIP:
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
FIXED RATE
MEDIUM-TERM NOTE, SERIES D
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL REDEMPTION DATE: OPTIONAL REPAYMENT DATE(S):
INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
ISSUE PRICE: INITIAL REDEMPTION PERCENTAGE:
AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (the
"Company", which term includes any successor corporation under the Indenture
referred to herein), for value received, hereby promises to pay to
,
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date specified above (except to the extent redeemed or repaid
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<PAGE>
prior to such Maturity Date), and to pay interest thereon at the Interest Rate
per annum specified above, computed on the basis of a 360-day year consisting
of twelve 30-day months, until the principal hereof is paid or duly made
available for payment, semiannually in arrears on March 15 and September 15
(each an "Interest Payment Date") in each year commencing on the first
Interest Payment Date next succeeding the Original Issue Date specified above,
unless the Original Issue Date occurs after a Regular Record Date (as defined
below) and on or before the next succeeding Interest Payment Date, in which
case commencing on the second Interest Payment Date succeeding the Original
Issue Date, to the registered holder of this Note (the "Holder") on the
Regular Record Date with respect to such Interest Payment Date, and on the
Maturity Date shown above (or any date of redemption or repayment). Interest
on this Note will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest has been paid
or duly provided for, from the Original Issue Date specified above, until the
principal hereof has been paid or duly made available for payment. If the
Maturity Date (or any date of redemption or repayment) or an Interest Payment
Date (each a "Payment Date") falls on a day which is not a Business Day (as
defined below), principal, premium, if any, or interest payable with respect
to such Payment Date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Payment Date, and no interest shall
accrue on the amount so payable for the period from and after such Payment
Date. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest payment, which shall be the March 1
or September 1 (whether or not a Business Day), as the case may be, next
preceding the March 15 or September 15 Interest Payment Date; provided,
however, that interest payable on the Maturity Date (or any date of redemption
or repayment) will be payable to the Person to whom the principal hereof is
payable. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Persons, and on the notice, as is provided in the
Indenture. "Business Day" means any day, other than a Saturday or Sunday, on
which banking institutions in The City of New York are not required or
authorized by law or executive order to close.
Payment of the principal, premium, if any, and interest on this Note will
be made by wire transfer to an account specified by the Holder for such
purpose.
This Medium-Term Note, Series D (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
October 1, 1994 (herein called the "Indenture") between the Company and The
Chase Manhattan Bank (National Association), 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.
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<PAGE>
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 not less than 66-2/3% in 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 of this Note, this Note may be redeemed
by the Company on and after the Initial Redemption Date, if any, specified on
the first page hereof. If no Initial Redemption Date is set forth on the
first page hereof, this Note may not be redeemed prior to maturity. On and
after the Initial Redemption Date, if any, this Note may be redeemed at any
time in whole or from time to time in part in increments of $1,000 at the
option of the Company at the applicable Redemption Price (as defined below)
together with interest thereon payable to the Redemption Date, on notice given
not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
If applicable, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the first page hereof, of the principal
amount of this Note to be redeemed and shall decline at each anniversary of
the Initial Redemption Date, specified on the first page hereof, by the Annual
Redemption Percentage Reduction, specified on the first page hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
If so provided on the first page of this Note, this Note will be subject
to repayment at the option of the Holder hereof on the Optional Repayment
Date(s), if any, indicated on the first page hereof. If no Optional Repayment
Date is set forth on the first page hereof, this Note will not be repayable at
the option of the Holder prior to maturity. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of $1,000 at the
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<PAGE>
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 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
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<PAGE>
immunities of the Trustee shall be governed by the laws of the State of New
York.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank (National Association), 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: /S/ PHILIP M. HANLEY
Philip M. Hanley
Senior Vice President and
Chief Financial Officer
By: /S/ JAMES L. GLEAVES
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 CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
as Trustee
By: ________________________________
Authorized Officer
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the Fixed Rate Medium-Term Note, Series D 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.
-6-
<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 and address including postal zip code 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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<PAGE>
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 D
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: DATE(S):
SPREAD:
IF LIBOR: ANNUAL REDEMPTION
[ ] LIBOR Reuters SPREAD MULTIPLIER: PERCENTAGE
[ ] LIBOR Telerate REDUCTION:
MAXIMUM INTEREST RATE:
IF CMT RATE: INITIAL REDEMPTION
Designated CMT MINIMUM INTEREST RATE: PERCENTAGE:
Telerate Page:
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
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<PAGE>
,
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 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 above, as
determined for the applicable Interest Determination Date (as defined below)
relating to a CD Rate Note (a "Certificate of Deposit Interest Determination
Date").
"CD Rate" means, with respect to any Certificate of Deposit Interest
Determination Date, the rate on such date for negotiable certificates of
deposit having the Index Maturity specified above 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 Certificate of Deposit Interest Determination Date, then
the CD Rate shall be the rate on such Certificate of Deposit Interest
Determination Date for negotiable certificates of deposit of the Index
Maturity specified above 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")
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<PAGE>
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 Certificate of Deposit
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 Certificate of Deposit Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified on the first page hereof in a denomination of $5,000,000;
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 Certificate of Deposit Interest Determination Date
will 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 Note (a "Commercial Paper Interest Determination Date").
"Commercial Paper Rate" means, with respect to any Commercial Paper
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 not so published by 3:00 p.m. New York City
time on the Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Commercial Paper 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 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 as of 11:00
a.m. New York City time on such Commercial Paper 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 an industrial issuer whose bond rating is "AA" or the equivalent
from a nationally recognized statistical rating agency; 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 Interest Determination Date will be the same
as the Commercial Paper Rate in effect for the immediately preceding Interest
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<PAGE>
Reset Period (or, if there was no such Interest Reset Period, the Initial
Interest Rate). "Money Market Yield" shall mean the 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 interest period for which interest is being
calculated.
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 week or the month, as
applicable, ended immediately preceding the week in which the related CMT Rate
Interest Determination Date occurs. If such rate is no longer displayed on
the relevant page, or if 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 if 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 the 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
closing offer side prices 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 (each, a "Reference Dealer") in The City of New York 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
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<PAGE>
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 closing offer side prices
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 will be based on the
arithmetic mean of the offer prices 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 third 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 will
be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified, the Designated CMT Telerate Page shall be 7052, or such
other page as may replace such page, for the most recent week.
"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. If no such maturity is specified, the Designated CMT Maturity
Index shall be 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").
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<PAGE>
"Prime Rate" means, with respect to any Prime Rate Interest Determination
Date, the rate on that day set forth 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 will be
the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the display designated "Screen NYMF Page" by Reuters Monitor
Money Rates Service ("Reuters"), or such other page as may replace such page
on that service for the purpose of displaying prime rates or base lending
rates of major United States banks, 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 NYMF Page for that Prime Rate
Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rates 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 three
major money center banks in The City of New York selected by the Calculation
Agent. If fewer than three quotations are provided, then the Prime Rate shall
be calculated by the Calculation Agent and shall be determined as the
arithmetic mean of the prime rates so quoted in The City of New York on such
date by three substitute banks or trust companies 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; 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 will 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).
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 will 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
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<PAGE>
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 will 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 will 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 will 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).
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<PAGE>
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 Interest
Determination Date").
"Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate from the auction held on such Treasury 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 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 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
Interest Determination Date will 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 Interest Determination Date").
"Federal Funds Rate" means, with respect to any Federal Funds 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 Interest Determination Date, then the Federal
Funds Rate shall be the rate on such Federal Funds Interest Determination Date
as published in Composite Quotations under the heading "Federal
-8-
<PAGE>
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 Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the offered rates as of 9:00 a.m. New York City time on
such Federal Funds 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 for the last transaction in overnight Federal Funds;
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 Interest
Determination Date will 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.
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.
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<PAGE>
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.,
3.876545% (or .03876545) rounded upward to 3.87655% (or .0387655)); 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
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<PAGE>
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 D (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
October 1, 1994 (herein called the "Indenture") between the Company and The
Chase Manhattan Bank (National Association), 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 not less than 66-2/3% in 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
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<PAGE>
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 notice given 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 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
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<PAGE>
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 New
York.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank (National Association), 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.
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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: /S/ PHILIP M. HANLEY
Philip M. Hanley
Senior Vice President and
Chief Financial Officer
By: /S/ JAMES L. GLEAVES
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 CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
as Trustee
By: ________________________________
Authorized Officer
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the Floating Rate Medium-Term Note, Series D 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.
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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 and address including postal zip code 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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BAKER & DANIELS
300 North Meridian Street
Suite 2700
Indianapolis, IN 46204
(317) 237-0300
February 13, 1995
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: Medium-Term Notes, Series D,
Due Nine Months or More from Date of Issue
Ladies and Gentlemen:
We have acted as counsel for American General Finance
Corporation, an Indiana corporation (the "Company"), in
connection with the issuance and sale by the Company of up to
$500,000,000 aggregate principal amount of the Company's Medium-
Term Notes, Series D, due nine months or more from date of issue
(the "Notes"), including the preparation of:
(a) The Company's Registration Statement on Form S-3,
Registration No. 33-55803 (the "Registration Statement"),
and the Prospectus constituting a part thereof, dated
December 14, 1994, relating to the issuance from time to
time of up to $2,000,000,000 aggregate principal amount of
debt securities of the Company and warrants to purchase such
debt securities pursuant to Rule 415 promulgated under the
Securities Act of 1933, as amended (the "1933 Act");
(b) The Prospectus Supplement, dated February 13, 1995
to the above-mentioned Prospectus relating to the Notes and
filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424 promulgated under the
1933 Act (the Prospectus dated December 14, 1994 and the
Prospectus Supplement dated February 13, 1995, including the
documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the 1933 Act, being hereinafter
collectively referred to as the "Prospectus"); and
(c) The Indenture, dated as of October 1, 1994,
between the Company and The Chase Manhattan Bank (National
Association), as trustee, pursuant to which the Notes are to
be issued (the "Indenture").
For purposes of this opinion, we have examined
originals or copies, identified to our satisfaction, of such
documents, corporate records, instruments and other relevant
<PAGE>
materials as we deemed advisable, and have made such examination
of statutes and decisions and reviewed such questions of law as
we have considered necessary or appropriate. In our examination,
we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies,
and the authenticity of the originals of such copies. As to
facts material to this opinion, we have relied upon certificates,
statements or representations of public officials, of officers
and representatives of the Company and of others, without any
independent verification thereof.
The laws covered by the opinions expressed herein are
limited to the laws of the State of Indiana.
On the basis of and subject to the foregoing, we are of
the opinion that:
1. The Company is existing as a corporation under the
laws of the State of Indiana.
2. The Notes have been duly authorized by all
necessary action by the Board of Directors, and by the Terms and
Pricing Committee of the Board of Directors, of the Company and,
when the variable terms of the Notes have been established by any
two of the authorized officers to whom such authority has been
delegated and the Notes have been executed and authenticated as
specified in the Indenture and delivered against payment of the
consideration therefor, the Notes will be valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by
general equity principles.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under
the heading "Legal Opinions" in the Prospectus. In giving such
consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the 1933 Act
or the rules or regulations of the Commission thereunder.
Yours very truly,
/s/ BAKER & DANIELS
<PAGE>
BAKER & DANIELS
300 North Meridian Street
Suite 2700
Indianapolis, IN 46204
(317) 237-0300
February 13, 1995
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: Medium-Term Notes, Series D,
Due Nine Months or More from Date of Issue
Ladies and Gentlemen:
We have acted as counsel for American General Finance
Corporation, an Indiana corporation (the "Company"), in
connection with the issuance and sale by the Company of up to
$500,000,000 aggregate principal amount of the Company's Medium-
Term Notes, Series D, due nine months or more from date of issue
(the "Notes"), including the preparation of:
(a) The Company's Registration Statement on Form S-3,
Registration No. 33-55803 (the "Registration Statement"),
and the Prospectus constituting a part thereof, dated
December 14, 1994, relating to the issuance from time to
time of up to $2,000,000,000 aggregate principal amount of
debt securities of the Company and warrants to purchase such
debt securities pursuant to Rule 415 promulgated under the
Securities Act of 1933, as amended (the "1933 Act"); and
(b) The Prospectus Supplement, dated February 13, 1995
to the above-mentioned Prospectus relating to the Notes and
filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424 promulgated under the
1933 Act (the Prospectus dated December 14, 1994 and the
Prospectus Supplement dated February 13, 1995, including the
documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the 1933 Act, being hereinafter
collectively referred to as the "Prospectus").
You have requested our opinion regarding certain
federal income tax matters in connection with the offering of the
Notes. The terms of the Notes are described in the Prospectus.
<PAGE>
We are of the opinion that the information set forth in
the Prospectus under the caption "UNITED STATES TAX
CONSIDERATIONS" is an accurate summary of the United States
federal income tax consequences purported to be described
therein, all based on laws, regulations, rulings and decisions in
effect on the date hereof.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under
the heading "Legal Opinions" in the Prospectus. In giving such
consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the 1933 Act
or the rules or regulations of the Commission thereunder.
Yours very truly,
/s/ BAKER & DANIELS
<PAGE>
