Exhibit 4.8
INDEMNITY AGREEMENT
This agreement dated as of October 15, 2000 between American
International Group, Inc. ("AIG") and Bank One, National Association not in its
individual capacity but solely as trustee (the "Trustee") on behalf of the
holders of the Certificates issued pursuant to the Sale and Servicing Agreement
dated as of November 8, 1999, by and among AIG Credit Premium Finance Master
Trust, a Delaware business trust, as issuer, A.I. Receivables Transfer Corp., a
Delaware corporation, as seller, Bank One, National Association, as trustee, and
A.I. Credit Corp., a New Hampshire corporation, AICCO, Inc., a California
corporation, Imperial Premium Finance, Inc., a Delaware corporation, Imperial
Premium Finance, Inc., a California corporation, and Imperial Premium Funding,
Inc., a Delaware corporation (the "Agreement")
WITNESSETH, that
WHEREAS, the Agreement adds the Excess Receivables Amount to the
Minimum Trust Interest in the absence of an agreement to the effect hereof; and
WHEREAS, AIG desires to reduce the Minimum Trust Interest in order to
make additional financing available to its subsidiaries;
NOW, THEREFORE, in consideration of such reduction and the
availability of such additional financing and for other good and valuable
consideration, AIG agrees with the Trustee as follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Agreement.
Section 2. Indemnity. If on the last day of any Monthly Period a
Premium Finance Obligation shall be a Defaulted Premium Finance Obligation and
any portion of the related Premium Finance Obligations shall be included in the
Excess Receivables Amount on such day, then on the next succeeding Transfer Date
AIG shall remit to the Trustee for deposit in the Collection Account an amount
equal to the lesser of (a) the outstanding principal balance of such Principal
Receivable related to such Defaulted Premium Finance Obligation plus interest
thereon to the end of the most recent Monthly Period or (b) the greater of (i)
the Excess Insured Concentration Amount attributable to the Obligor on such
Defaulted Premium Finance Obligation or (ii) the Excess Insurer Default Amount
attributable to the insurer that issued the policy financed by such Defaulted
Premium Finance Obligation. Such amount shall be treated by the Trustee as a
Collection of such Principal Receivable related to such Defaulted Premium
Finance Obligation, except for purposes of Section 3 hereof. "Excess Insurer
Default Amount" shall mean as of the last day of a Monthly Period the excess of
(x) the aggregate unpaid balance of all Principal Receivables that as of such
day are related to Defaulted Premium Finance Obligations that financed policies
the issuer of which has suffered an Insurer Insolvency Event over (y) an amount
equal to two percent of the aggregate unpaid balance of all Principal
Receivables in the trust as of the end of such Monthly Period.
Section 3. Subrogation. AIG shall be subrogated to the rights of the
Trust in a Receivable related to the indemnified Premium Finance Obligation to
the extent of any payment pursuant to Section 2. Any future Collections of such
indemnified Premium Finance Obligation shall be allocated to the Trust and AIG
pro rata.
Section 4. Termination. This Agreement shall terminate on the Trust
Termination Date.
Section 5. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without reference to its
conflict of law provisions.
IN WITNESS WHEREOF, AIG and the Trustee have caused this Indemnity
Agreement to be duly executed by their respective officers as of the day and
year first above written.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Secretary
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
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Name:
Title:
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