EXHIBIT 4(a)
CERTIFICATE
I, Timothy M. Hayes, Senior Vice President, Secretary and General
Counsel 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 by unanimous written consent on November 15, 2002, 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such resolutions have not been amended, modified or rescinded and remain in full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: November 18, 2002
/s/ Timothy M. Hayes
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Timothy M. Hayes
Senior Vice President,
Secretary and General Counsel
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, the Terms and Pricing Committee of the Board of Directors of
American General Finance Corporation (the "Company") previously has authorized
the creation, issuance and sale of up to $7,500,000,000 aggregate principal
amount of senior debt securities (the "Shelf Securities"), such debt securities
to be issued under the Indenture dated as of May 1, 1999 (the "Indenture")
between the Company and Citibank, N.A., as Trustee (the "Trustee"); and
WHEREAS, the Company filed with the Securities and Exchange Commission
(the "Commission") on October 4, 2002 a Registration Statement on Form S-3
(Registration No. 333-100345) for up to $5,750,000,000 aggregate principal
amount of the Shelf Securities, which Registration Statement was declared
effective by the Commission on October 18, 2002;
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) 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 $75,000,000 aggregate
principal amount of its 4.411% Senior Notes due 2007 (the "Notes"), to be issued
as Registered Securities pursuant to 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
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3. TERMS OF NOTES.
FURTHER RESOLVED, that the Notes shall mature and the unpaid principal
thereon shall be payable on November 30, 2007; and be it
FURTHER RESOLVED, that the rate per annum at which interest shall be
payable on the Notes is hereby fixed at 4.411%, that interest on the Notes shall
accrue beginning November 20, 2002, that interest shall be payable semi-annually
on the Notes on May 30th and November 30th in each year beginning May 30, 2003,
and that the Regular Record Date for the payment of such interest shall be the
May 15th or November 15th immediately preceding each such May 30th or November
30th, 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 the purchaser of the Notes shall be 100% of the principal amount
of the Notes, plus accrued interest, if any, from November 20, 2002; and be it
FURTHER RESOLVED, that the Notes shall be redeemable in whole at any
time or in part from time to time, at the option of the Company, at a redemption
price equal to the greater of (i) 100% of the principal amount of the Notes then
outstanding to be redeemed; or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes to be
redeemed (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Rate (as defined in Exhibit A hereto) plus 20 basis points, plus, in
each case, accrued and unpaid interest on the principal amount being redeemed to
the redemption date;
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 represented thereby may from time to
time be increased or reduced to reflect exchanges and that the U.S. Depository
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, as submitted to this meeting, which shall be 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
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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 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
FURTHER RESOLVED, that the Chairman, the President, any Vice President,
the Treasurer or any Assistant Treasurer, together with 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 a Company Order relating to the Notes pursuant to
Section 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 with respect to the Notes at its Corporate Trust
Office and New York Facility 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. PLACEMENT AGENCY AGREEMENT.
FURTHER RESOLVED, that the form, terms and provisions of the Placement
Agency Agreement relating to the Notes, between the Company and Banc of America
Securities LLC, J.P. Morgan Securities Inc., Fleet Securities, Inc., HSBC
Securities (USA) Inc. and Wachovia Securities, Inc., as placement agents for the
Notes (the "Placement Agents"), copies of which Placement Agency Agreement were
submitted to this meeting, be, and they hereby are, approved, and the Chairman,
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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 Placement Agency 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 Placement Agency Agreement, as executed and
delivered, being herein referred to as the "Placement Agency Agreement"); and be
it
FURTHER RESOLVED, that the Company shall pay to each Placement Agent a
commission equal to 0.30% of the principal amount of each Note delivered to a
purchaser whose offer has been solicited by such Placement Agent; 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 his execution and delivery thereof; and
be it
9. MISCELLANEOUS.
FURTHER RESOLVED, that 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 Placement Agency
Agreement and the Letter of Representations.
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Exhibit A to Resolutions of Terms and Pricing Committee
"Treasury Rate" means, with respect to any redemption date:
- the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
comparable treasury issue (if no maturity is within three
months before or after the remaining life (as defined below),
yields for the two published maturities most closely
corresponding to the comparable treasury issue will be
determined and the treasury rate will be interpolated or
extrapolated from such yields on a straight line basis,
rounding to the nearest month); or
- if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the
semi-annual equivalent yield to maturity of the comparable
treasury issue, calculated using a price for the comparable
treasury issue (expressed as a percentage of its principal
amount) equal to the comparable treasury price for such
redemption date.
The Treasury Rate will be calculated on the third business day
preceding the date fixed for redemption.
"comparable treasury issue" means the U.S. Treasury security selected
by an independent investment banker as having a maturity comparable to the
remaining term ("remaining life") of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.
"comparable treasury price" means (1) the average of five reference
treasury dealer quotations for such redemption date, after excluding the highest
and lowest reference treasury dealer quotations, or (2) if the independent
investment banker obtains fewer than four such reference treasury dealer
quotations, the average of all such quotations.
"independent investment banker" means either Banc of America Securities
LLC or J.P. Morgan Securities Inc., as specified by us, or, if these firms are
unwilling or unable to select the comparable treasury issue, an independent
investment banking institution of national standing appointed by us.
"reference treasury dealer" means (1) Banc of America Securities LLC
and J.P. Morgan Securities Inc. and their respective successors, provided,
however, that if either of the foregoing
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shall cease to be a primary U.S. government securities dealer in The City of New
York (a "primary treasury dealer"), we will substitute therefor another primary
treasury dealer and (2) any other primary treasury dealer selected by us after
consultation with the independent investment banker.
"reference treasury dealer quotations" means, with respect to each
reference treasury dealer and any redemption date, the average, as determined by
the independent investment banker, of the bid and asked prices for the
comparable treasury issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the independent investment banker at 5:00
p.m., New York City time, on the third business day preceding such redemption
date.
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