Exhibit 4.9
FORM OF AMENDMENT NO. 1 TO THE INDEMNITY AGREEMENT
THIS AMENDMENT NO. 1 TO THE INDEMNITY AGREEMENT, dated as of April
__, 2001 ("Amendment No. 1"), 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.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Agreement.
WHEREAS, AIG and the Trustee are parties to that certain Indemnity
Agreement, dated as of October 15, 2000 (the "Agreement"); and
WHEREAS, the Seller and Purchaser desire to amend certain provisions
of the Agreement as set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Amendment to Section 2. Section 2 of the Agreement hereby is
amended in its entirety to read as follows:
"Section 2. Indemnity. If on the last day of any Monthly
Period a Premium Finance Obligation that is a Loan shall be a
Defaulted Obligation and any portion of the same 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. If on
such last day a Premium Finance Obligation that is a Deferred Payment
Obligation shall be a Defaulted Obligation, 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
full unamortized purchase price of such DPO plus interest thereon to
the end of the most recent Monthly Period and (b) the excess of the
aggregate unpaid principal balance of the Deferred Payment
Obligations over 10% of the aggregate unpaid principal balance of all
Receivables. Such amounts 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
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equal to two percent of the aggregate unpaid balance of all Principal
Receivables in the trust as of the end of such Monthly Period."
2. Each party represents as to itself that it has duly and validly
executed and delivered this Amendment No. 1 and that, assuming this Amendment
No. 1 has been duly and validly executed and delivered by the other party
hereto, this Amendment No. 1 constitutes the legal, valid and binding obligation
of such party, enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium or other
similar laws relating to creditors rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3. Except as modified herein, each of the parties hereto acknowledges
and agrees that it continues to be bound by each of the terms and provisions of
the Agreement, which terms and provisions, as amended hereby, shall continue in
full force and effect.
4. The parties agree to use their commercially reasonable efforts to
prepare and have executed as promptly as practicable after the date hereof any
necessary amendments to any agreement, document or instrument executed and
delivered in connection with the execution and delivery of the Agreement to
effect or reflect the provisions of this Amendment No. 1.
5. This Amendment No. 1 may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that both parties need
not sign the same counterpart.
6. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment No.
1 to be duly executed on its behalf as of the day and year first above written.
AMERICAN INTERNATIONAL GROUP, INC.
By:
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Name:
Title:
By:
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Name:
Title:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
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Name:
Title:
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