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 March 16,
2004, and such resolutions have not been amended, modified or rescinded and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: March 26, 2004
/s/ Timothy M. Hayes
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Timothy M. Hayes
Senior Vice President, Secretary
and General Counsel
RESOLUTIONS AUTHORIZING MEDIUM-TERM NOTES, SERIES I
WHEREAS, this Terms and Pricing Committee previously has
authorized the creation, issuance and sale of up to $7,500,000,000
aggregate principal amount of the Company's debt securities (the "Debt
Securities"), which are to be issued under an Indenture, dated as of
May 1, 1999 (the "Indenture"), between the Company and Citibank N.A.,
as Trustee (the "Trustee"), and which Debt Securities have been
registered under the Securities Act of 1933 on the Company's
Registration Statement on Form S-3 (Registration No. 333-110318) which
was declared effective by the Securities and Exchange Commission on
December 3, 2003 (the "Registration Statement"); and
WHEREAS, this Terms and Pricing Committee now desires to
create a series of Debt Securities and to authorize the issuance and
sale thereof from time to time under a medium-term note program;
1. APPROVAL OF TERMS OF MEDIUM-TERM NOTES.
NOW, THEREFORE, BE IT RESOLVED, that this Terms and Pricing
Committee hereby authorizes and approves the creation by the Company of
a series of Debt Securities, the execution on behalf of the Company of
such series of Debt Securities, the delivery of such series of Debt
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 procedure hereinafter approved (the "Administrative
Procedure") as follows:
a. TITLE.
The title of such series of Debt Securities shall be
"Medium-Term Notes, Series I" (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
$7,500,000,000, or the equivalent thereof in one or more foreign
currencies, including the Euro, and any composite currency; such amount
to be reduced by the aggregate principal amount of any other Debt
Securities issued under the Registration Statement. For purposes of
calculating the issue price of Notes denominated in a foreign currency
to be applied against the amount of Notes authorized, such Notes shall
have an issue price in U.S. dollars determined by the Trustee, as
Paying Agent, using the noon buying rate in The City of New York for
cable transfers in foreign currencies as certified (or if not so
certified,
as otherwise determined) for customs purposes by The Federal Reserve
Bank of New York;
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 Procedure, which Stated Maturity may
vary among the Notes and, in the case of extendible maturity notes, may
be extended; provided, however, that each Stated Maturity shall not be
less than nine months from date of issue;
e. INTEREST, PRINCIPAL AMOUNT AND CURRENCY
Each Note shall be issued in a principal amount and in a
currency determined by any two Authorized Officers in accordance with
the Indenture and the Administrative Procedure; each interest bearing
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, bases 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 Procedure (a "Floating Rate Note," which term
shall include any Note bearing interest with reference to both a
floating rate and a fixed rate); all determinations regarding whether a
Note is a Fixed Rate Note or a Floating Rate Note and, subject to the
provisions established by these resolutions, all other determinations
regarding interest on the Notes shall be made by any two Authorized
Officers in accordance with the Indenture and the Administrative
Procedure; 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 Procedure, which date may vary among the Notes;
g. INTEREST PAYMENTS DATES AND RECORD DATES.
The Interest Payment Dates on which interest on each Fixed
Rate Note shall be payable shall be March 1 and September 1 of each
year, unless otherwise determined by any two Authorized Officers, and
at Maturity of the Fixed Rate Note; 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
Procedure; and, unless otherwise determined by any two Authorized
Officers, the Regular Record Date for the payment of interest on any
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 and interest, if any,
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 Procedure;
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 (or
such other authorized denominations in a specified currency other than
United States dollars as shall be determined by any two Authorized
Officers);
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 and the accompanying Prospectus;
m. FORMS OF BOOK-ENTRY SECURITIES.
The forms of book-entry securities for Fixed Rate Notes and
Floating Rate Notes attached to this written consent as Exhibits A-1
and A-2, respectively, 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 payments),
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, optional repayment
and sinking fund 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 for such Notes 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;
o. ADDITIONAL TYPES OF NOTES.
The Notes may be issued as discount notes, indexed notes,
extendible maturity notes and amortizing notes and, subject to the
provisions established by these resolutions, all determinations
regarding the terms of such Notes shall be made by any two Authorized
Officers in accordance with the Indenture and the Administrative
Procedure and all amounts payable with respect to such Notes shall be
calculated in a manner described in such Notes and in one or more
Prospectus Supplements; the forms of book-entry and certificated
securities for such Notes, and the terms and provisions 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
p. 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 and in the
aggregate principal amount specified in paragraph 1 above 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 Procedure, and otherwise to act with respect to
the Notes in accordance with the Company Order and the Administrative
Procedure; and be it
3. DISTRIBUTION AGREEMENT.
FURTHER RESOLVED, that the Authorized Officers are hereby
authorized to establish the form, terms and provisions of the
Distribution Agreement relating to the sale of Notes to or through
agents (the "Agents") to be entered into among the Agents and the
Company (the "Distribution Agreement"), 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 Distribution Agreement
in such form, and containing such terms and provisions, 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 PROCEDURE.
FURTHER RESOLVED, that the Authorized Officers are hereby
authorized to establish the forms, terms and provisions of the
Administrative Procedure relating to the sale of Notes to or through
the Agents, and that the appropriate officers of the Company be, and
they hereby are, authorized to act in accordance with such
Administrative Procedure in such form and containing such terms and
provisions, as any two Authorized Officers shall approve; and be it
5. CALCULATION AGENT AGREEMENT.
FURTHER RESOLVED, that the Authorized Officers are hereby
authorized to establish 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, 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 such form, and containing such terms and provisions, 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. EXCHANGE RATE AGENCY AGREEMENT
FURTHER RESOLVED, that the Authorized Officers are hereby
authorized to establish the form, terms and provisions of one or more
Exchange Rate Agency Agreements relating to the calculation of exchange
rates between U.S. dollars and foreign currencies in which Notes may be
denominated and payable, to be entered into between the Company and the
Trustee, or any affiliate thereof, as exchange rate agent, 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, any Exchange
Rate Agency Agreement in such form, and containing such terms and
provisions, 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. LETTER OF REPRESENTATIONS.
FURTHER RESOLVED, that the Authorized Officers are hereby
authorized to establish 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, and that any one Authorized
Officer be, and each of them hereby is, authorized in the name and on
behalf of the Company to execute and deliver, in such number of
counterparts as such Authorized Officer deems advisable, the Letter of
Representations in such form, and containing such terms and provisions,
as the Authorized Officer executing the same shall approve, such
approval to be conclusively evidenced by such Authorized Officer's
execution and delivery thereof; and be it
8. AUTHORIZED OFFICERS.
FURTHER RESOLVED, that the Chairman, 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 paragraphs 2 and 7
above; and be it
9. 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 such officer may deem necessary or appropriate in order
to carry out fully the purpose and intent of the foregoing resolutions.