EXHIBIT 4(a)
CERTIFICATE
I, Otto B Gerlach III, Assistant Secretary of American General Finance
Corporation, an Indiana corporation (the "Company"), do 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 September 26, 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amended, modified or rescinded and remain in full force and effect.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: September 28, 1994
/S/ OTTO B GERLACH III
Otto B Gerlach III
Assistant Secretary
American General Finance Corporation
Date: September 26, 1994
Subject: Meeting of Terms and Pricing Committee (Messrs. Hanley,
Leitch, Tuerff and Tuters)
Purpose: The purpose of these resolutions is to authorize a shelf
takedown for the issuance of $150,000,000 aggregate
principal amount of 7% Senior Notes due October 1, 1997
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, at a meeting on December 21, 1992, the Terms and Pricing
Committee of the Board of Directors of American General Finance Corporation
(the "Company") authorized the creation, issuance and sale of $1,500,000,000
of debt securities and warrants to purchase debt securities (the "Shelf
Securities"), such debt securities to be issued under the Senior Indenture
dated as of February 1, 1993 between the Company and Citibank, N.A., as
Trustee, or the Senior Subordinated Indenture dated as of February 1, 1993
between the Company and Citibank, N.A., as Trustee; and
WHEREAS, the Company filed with the Securities and Exchange
Commission (the "Commission") on February 4, 1993 a Registration Statement on
Form S-3 (Registration No. 33-57910) for the Shelf Securities, which was
declared effective by the Commission on March 1, 1993;
1. Prospectus Supplement.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the President or any
Vice President (any reference to a Vice President of the Company in these
resolutions shall be deemed to include any Vice President of the Company
whether or not designated by a number or a word or words added before or after
the title "Vice President" and any terms used herein but not defined herein
shall have the meanings given to them in the Indenture referred to below) of
the Company be, and each of them hereby is, authorized and empowered, in the
name and on behalf of the Company, to sign as required and cause to be filed
with the Commission any and all amendments (including, without limitation,
post-effective amendments) to the above-mentioned Registration Statement, any
prospectus supplements, including, without limitation, a prospectus supplement
describing the terms and provisions of the Notes, as such term is defined
below, and the offer and sale thereof, and any additional documents which any
such officer may deem necessary or desirable, such amendments and such
documents to be in such forms as the officer executing or filing the same
shall approve, such approval to be conclusively evidenced by his execution or
filing thereof; and be it
2. Authorization of Notes.
FURTHER RESOLVED, that, upon receipt of the purchase price therefor
hereinafter specified, the Company issue, sell and deliver $150,000,000
aggregate principal amount of its 7% Senior Notes due October 1, 1997 (the
"Notes"), to be issued as Registered Securities (as defined in the Indenture)
pursuant to the Senior Indenture dated as of February 1, 1993, between the
Company and Citibank, N.A., as Trustee (such Indenture as executed and
delivered being herein referred to as the "Indenture"); and be it
FURTHER RESOLVED, that all references in the definitions in the
Indenture to the terms "Security" or "Securities" shall be deemed to and shall
include the Notes; and be it
3. Terms of Notes.
FURTHER RESOLVED, that the Notes shall mature and the unpaid principal
thereon shall be payable on October 1, 1997; and be it
FURTHER RESOLVED, that the rate per annum at which interest shall be
payable on the Notes is hereby fixed at 7%, that interest on the Notes shall
accrue beginning October 1, 1994, that interest shall be payable semi-annually
on the Notes on April 1 and October 1 each year beginning April 1, 1995, and
that the Regular Record Date (as defined in the Indenture) for the payment of
such interest shall be the March 15 or September 15 immediately preceding each
such April 1 or October 1, as the case may be, and otherwise as provided in
the Indenture; and be it
FURTHER RESOLVED, that no sinking fund shall be provided for the Notes
and that the Notes shall not be redeemable at the option of the Company or
repayable at the option of the holders thereof prior to maturity; and be it
FURTHER RESOLVED, that the purchase price for the Notes to be paid to
the Company by J.P. Morgan Securities Inc., the Underwriter of the Notes (the
"Underwriter"), pursuant to the Pricing Agreement relating thereto hereinafter
referred to, including the Underwriting Agreement attached thereto, shall be
99.56% of the principal amount of the Notes, plus accrued interest from
October 1, 1994; and be it
FURTHER RESOLVED, that the initial price to the public of the Notes
shall be 99.713% of the principal amount of the Notes, plus accrued interest
from October 1, 1994; and be it
FURTHER RESOLVED, that pursuant to Section 203 of the Indenture, the
Notes are to be issuable in permanent global form without coupons, that the
aggregate amount of Outstanding Securities (as defined in the Indenture)
represented thereby may from time to time be increased or reduced to reflect
exchanges and that the U.S. Depository (as defined in the Indenture) with
respect to the Notes shall initially be The Depository Trust Company; and be
it
FURTHER RESOLVED, that the form, terms and provisions relating to the
Notes to be established pursuant to Section 301 of the Indenture, and the form
of Note relating thereto to be established pursuant to Section 201 of the
Indenture, submitted to this meeting, completed in accordance with the
foregoing resolutions and with such changes therein, additions thereto and
deletions therefrom as the officers executing the same shall approve, the
approval of such officers to be conclusively evidenced by their execution and
delivery thereof, be, and they hereby are, approved; and be it
4. Officers' Certificate and Company Order.
FURTHER RESOLVED, that the Chairman, the President or any Vice
President, together with the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Company be, and they hereby are, authorized
and empowered, in the name and on behalf of the Company, to execute, seal,
acknowledge and deliver an Officers' Certificate (as defined in the Indenture)
and a Company Order (as defined in the Indenture) relating to the Notes
pursuant to Sections 301 and 303 of the Indenture, in such forms and in such
number of counterparts as the officers so acting shall approve, the approval
of such officers to be conclusively evidenced by their execution and delivery
thereof; and be it
5. Paying Agent.
FURTHER RESOLVED, that Citibank, N.A. be, and it hereby is, designated
and appointed Paying Agent (as defined in the Indenture) with respect to the
Notes at its Corporate Trust Office (as defined in the Indenture) pursuant to
Section 1002 of the Indenture; and be it
6. Execution of Notes.
FURTHER RESOLVED, that the Chairman, the President or any Vice President
of the Company be, and each of them hereby is, authorized and empowered, in
the name and on behalf of the Company, to execute and deliver under the
corporate seal attested to by the Treasurer or Secretary of the Company or one
of its Assistant Treasurers or Assistant Secretaries the Notes as authorized
above in substantially such form, completed in accordance with the foregoing
resolutions and with such changes therein, additions thereto and deletions
therefrom as the officers executing the same shall approve, the approval of
such officers to be conclusively evidenced by their execution and delivery
thereof; and be it
7. Pricing Agreement.
FURTHER RESOLVED, that the form, terms and provisions of the Pricing
Agreement, including the Underwriting Agreement attached thereto, relating to
the Notes, between the Company and the Underwriter, copies of which Pricing
Agreement were submitted to this meeting, be, and they hereby are, approved,
and the Chairman, the President, any Vice President, the Treasurer or any
Assistant Treasurer be, and each of them hereby is, authorized and empowered,
in the name and on behalf of the Company, to execute and deliver, in such
number of counterparts as the officer so acting deems advisable, a Pricing
Agreement relating to the Notes in substantially the form presented to this
meeting, completed in accordance with the foregoing resolutions and with such
changes therein, additions thereto and deletions therefrom as the officer
executing the same shall approve, the approval of such officer to be
conclusively evidenced by his execution and delivery thereof (such Pricing
Agreement, as executed and delivered, being herein referred to as the "Pricing
Agreement"); and be it
8. 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 the Notes, 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 the Chairman, the President,
any Vice President, the Treasurer or any Assistant Treasurer be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Company, to execute and deliver, in such number of counterparts as the officer
so acting deems advisable, the Letter of Representations in substantially the
form presented to this meeting, with such changes therein, additions thereto
and deletions therefrom as the officer executing the same shall approve, such
approval to be conclusively evidenced by their execution and delivery thereof;
and be it
9. Miscellaneous.
FURTHER RESOLVED, that each of the officers of the Company be, and each
of them acting alone hereby is, authorized and empowered, in the name and on
behalf of the Company, to take, or cause to be taken, any and all action which
such officer may deem necessary or desirable to carry out the purposes and
intent of the foregoing resolutions and to perform, or cause to be performed,
the obligations of the Company under the Notes, the Indenture, the Pricing
Agreement and the Letter of Representations.