EXHIBIT 4.2
AMENDMENT TO TERMINATION OF INDEMNITY AGREEMENT
THIS AMENDMENT TO THE TERMINATION AGREEMENT, dated as of February 15,
2005 ("Amendment"), is entered into between American International Group, Inc.
("AIG") and JPMorgan Chase Bank, N.A., as successor-in-interest to Bank One,
National Association not in its individual capacity but solely as trustee (the
"Trustee"). Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Agreement (as defined
below).
WHEREAS, AIG and the Trustee were parties to that certain Indemnity
Agreement, dated as of October 15, 2000, as amended (the "Agreement");
WHEREAS, AIG and the Trustee entered into a Termination Agreement,
dated as of November 30, 2004;
WHEREAS, AIG desires to change the effective date of such Termination
Agreement to January 31, 2005 and the Trustee has so agreed;
WHEREAS, this Amendment shall only be deemed effective upon receipt of
Rating Agency Confirmation;
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:
I. AMOUNTS DUE. The parties hereby represent and warrant that as of the
date hereof, there are no due and unpaid outstanding amounts under the
Agreement.
II. EFFECTIVE DATE OF TERMINATION. The effective date of the
Termination Agreement shall be January 31, 2005.
III. REPRESENTATIONS. Each party represents as to itself that it has
duly and validly executed and delivered this Termination Agreement and that,
assuming this Termination Agreement has been duly and validly executed and
delivered by the other party hereto, this Termination Agreement 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).
IV. COUNTERPARTS. This Termination Agreement 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.
V. GOVERNING LAW. This Termination Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
the Termination Agreement 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:
JPMORGAN CHASE BANK, N.A., as successor-
in-interest to BANK ONE, NATIONAL
ASSOCIATION, as Trustee
By:
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Name:
Title:
