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modified or rescinded and remain in full force and effect.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
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hereby are, rescinded and restated in their entirety, as set forth below: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:
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;
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;
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
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
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.