Exhibit 4.7
SUPPORT AGREEMENT
AMONG
AMERICAN INTERNATIONAL GROUP, INC.,
A.I. RECEIVABLES TRANSFER CORP.,
A.I. CREDIT CORP.,
AICCO, INC.,
IMPERIAL PREMIUM FINANCE, INC.,
IMPERIAL PREMIUM FINANCE, INC.,
AND
IMPERIAL PREMIUM FUNDING, INC.
This agreement, made and entered into as of November 8,
1999 (the "Agreement"), among American International Group, Inc., a Delaware
corporation ("Parent"), and A.I. Receivables Transfer Corp., a Delaware
corporation ("ART"), A.I. Credit Corp., a New Hampshire corporation ("AIC"),
AICCO, Inc., a California corporation ("AICCO"), Imperial Premium Finance, Inc.,
a Delaware corporation ("IP Finance I"), Imperial Premium Finance, Inc., a
California corporation ("IP Finance II") and Imperial Premium Funding, Inc., a
Delaware corporation ("IP Funding"), each an indirect wholly-owned subsidiary of
the Parent (each a "Subsidiary" and collectively the "Subsidiaries").
WITNESSETH:
WHEREAS, Parent is the ultimate beneficial owner of 100% of
the outstanding common stock of the Subsidiaries;
WHEREAS, Subsidiaries simultaneously herewith are entering
into the Sale and Servicing Agreement dated as of the date hereof, among AIG
Credit Premium Finance Master Trust, a Delaware business trust, as issuer (the
"Issuer"), Chase Manhattan Bank Delaware, as owner trustee of the Issuer, ART,
as seller, The First National Bank of Chicago, as indenture trustee (together
with any successor thereto, the "Trustee"), AIC, as servicer, AICCO, as
servicer, IP Finance I, as servicer, IP Finance II, as servicer, and IP Funding,
as servicer, as amended or supplemented from time to time (the "Sale and
Servicing Agreement"); and
WHEREAS, Parent and Subsidiaries desire to take certain
actions to enhance and maintain the financial condition of Subsidiaries as
hereinafter set forth, and to guarantee the solvency of Subsidiaries by Parent,
in order to enable Subsidiaries to meet their financial obligations as set forth
herein;
NOW THEREFORE, in consideration of the mutual promises
herein contained, the parties hereto agree as follows:
1. Stock Ownership. During the term of this Agreement,
Parent will be the ultimate beneficial owner of all of the voting capital stock
of Subsidiaries now or hereafter issued and outstanding, and Parent will not
pledge or encumber, nor will it permit to be pledged or encumbered, such capital
stock of Subsidiaries.
2. Net Worth. Parent agrees that it shall cause each
Subsidiary to have at all times a positive tangible net worth of at least one
dollar ($1.00), as determined in accordance with generally accepted accounting
principles. Parent and Subsidiaries agree that Subsidiaries shall not file a
voluntary case under the United States Bankruptcy Code, as now or hereafter in
effect.
3. Liquidity Provision. If, during the term of this
Agreement:
(a) Any Subsidiary need funds not otherwise available to
meet any of its obligations under the Sale and Servicing Agreement, (including,
but not limited to, section 7.05 thereof), or
(b) Any Subsidiary has insufficient funds to pay any of its
obligations when due (except for any such obligations which are the subject of a
bona fide dispute), the non-payment of which could constitute a basis for the
filing of an involuntary case any Subsidiary under the United States Bankruptcy
Code, as now or hereafter in effect,
Parent shall provide any such Subsidiary funds as a loan, in a manner
sufficiently timely to cause such obligations to be satisfied when due. Such
loan shall bear a market rate of interest, shall be negotiated in an arm's
length transaction, and otherwise shall be on such terms and conditions,
including maturity, as Parent and any such Subsidiary shall agree.
Notwithstanding the foregoing, any such loan shall be subordinated in all
respects to any and all debt of Subsidiaries, whether or not such debt is
outstanding at the time of such loan, and to all financial obligations of
Subsidiaries under the Sale and Servicing Agreement, whether or not such loan or
the Sale and Servicing Agreement has such express subordination provisions
therein and notwithstanding anything to the contrary in such loan or the Sale
and Servicing Agreement.
4. Waivers. Parent hereby waives any set-off or
counterclaim against Subsidiaries and any failure or delay on the part of
Subsidiaries in asserting or enforcing any of its rights or in making any claims
or demands hereunder.
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5. Termination; Amendment. Notwithstanding any provision to
the contrary pursuant to this Agreement or otherwise, Parent shall have the
absolute right to terminate this Agreement upon either (a) the expiration of one
year plus one day after the Trust Termination Date (as defined in the Base
Indenture dated as of October 8, 1999 ("Base Indenture") between the Issuer and
the Trustee) or (b) the valid and enforceable assumption by Parent of each
Subsidiary's obligations then outstanding or thereafter arising under the Sale
and Servicing Agreement. This Agreement may be amended at any time by a written
amendment signed by all parties. No amendment to this Agreement shall be
effective until such time as each holder of any notes (the "Notes") issued under
a Series Supplement to the Base Indenture and outstanding on the date of such
amendment shall consent in writing to such amendment and each Rating Agency (as
defined in the Base Indenture) shall have confirmed in writing that such
amendment shall not adversely affect the then ratings of any Notes.
6. Notices. Any notice, instruction, request, consent,
demand or other communication required or contemplated by this Agreement shall
be in writing, shall be given or made or communicated by United States first
class mail, addressed as follows:
If to Parent: American International Group, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
If to Subsidiaries: (a) in the case of :
A.I. Receivables Transfer Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
(b) in the case of :
Imperial Premium Finance, Inc.
Imperial Premium Finance, Inc. and
Imperial Finance Funding, Inc.
00000 Xxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: President
(c) in the case of :
A.I. Credit Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: President
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(d) in the case of :
AICCO, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: President
or to such other address as any party shall have specified by notice to the
other parties in accordance with this Section 6.
7. Successors. The covenants, representations, warranties
and agreements herein set forth shall be mutually binding upon and insure to the
mutual benefit of Parent and its successors and Subsidiaries and their
successors.
8. Governing Law. This Agreement shall be governed by the
laws of the State of New York.
9. Binding Effect. The provisions of this Agreement and the
rights created hereunder shall inure solely to, and are intended solely for the
benefit, of, the parties hereto and the Trustee and the Noteholders (as defined
in the Base Indenture), as set forth in the Letter Agreement between Parent and
the Trustee of even date herewith.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Secretary
A.I. RECEIVABLES TRANSFER CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
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A.I. CREDIT CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
AICCO, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
IMPERIAL PREMIUM FINANCE, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
IMPERIAL PREMIUM FINANCE, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
IMPERIAL PREMIUM FUNDING, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
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