REGISTRATION RIGHTS AGREEMENT dated as of January 14, 2011 between American International Group, Inc. and United States Department of the TreasuryRegistration Rights Agreement • January 14th, 2011 • American International Group Inc • Fire, marine & casualty insurance • New York
WHEREAS, American International Group, Inc. (the “Company”) intends to issue in a private placement 1,655,037,962 shares of AIG common stock, par value $2.50 per share (the “Common Stock”) to the United States Department of the Treasury (the “Investor”) as part of the Recapitalization (as defined in the Master Transaction Agreement dated as of December 8, 2010 (the “Transaction Agreement”) among the Company, the Investor, ALICO Holdings LLC, AIA Aurora LLC, the Federal Reserve Bank of New York and the AIG Credit Facility Trust), such Common Stock to be comprised of (i) 562,868,096 shares of Common Stock to be issued to the AIG Credit Facility Trust, for immediate delivery to the Investor, in exchange for all of the shares of Series C Perpetual, Convertible, Participating Preferred Stock held by such trust, (ii) 924,546,133 shares of Common Stock to be issued to the Investor in exchange for all of the shares of the Series E Fixed Rate Non-Cumulative Preferred Stock held by the Investor
AMENDED AND RESTATED PURCHASE AGREEMENT dated as of January 14, 2011 among American International Group, Inc. United States Department of the Treasury and Federal Reserve Bank of New York, solely for the purpose of Section 2.06, Section 2.07, Section...Amended and Restated Purchase Agreement • January 14th, 2011 • American International Group Inc • Fire, marine & casualty insurance
WHEREAS, American International Group, Inc. (the “Company”) and the United States Department of the Treasury (the “Investor”) intend to exchange (the “Securities Exchange”) 300,000 shares of the Company’s Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock (the “Series F Preferred Stock”) held by the Investor for (i) the preferred units of AIA Aurora LLC (the “AIA SPV”) and ALICO Holdings LLC (the “ALICO SPV”, and together with the AIA SPV, the “SPVs”) purchased by the Company immediately prior to the closing of the Securities Exchange (the “Purchased AIA/ALICO Preferred Units”), (ii) 167,623,733 shares (the “Series F Exchanged Shares”) of the Company’s common stock, par value $2.50 per share (“Common Stock”), and (iii) 20,000 shares of the Company’s Series G Cumulative Mandatory Convertible Preferred Stock, par value $5.00 per share (the “Series G Preferred Stock”, and together with the Purchased AIA/ALICO Preferred Units and the Series F Exchanged Shares, the “Exchanged Secu
ALICO HOLDINGS LLC INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • January 14th, 2011 • American International Group Inc • Fire, marine & casualty insurance • New York
ALICO HOLDINGS LLC INTERCOMPANY LOAN AGREEMENT, dated as of this 14th day of January, 2011 (this “Agreement”), by and between ALICO Holdings LLC, a Delaware limited liability company (“Lender”), with its principal executive offices located at 180 Maiden Lane, New York, New York 10038, and American International Group, Inc., a Delaware corporation (“Borrower”), with its principal executive offices located at 180 Maiden Lane, New York, New York 10038.
GUARANTEE, PLEDGE AND PROCEEDS APPLICATION AGREEMENT dated as of January 14, 2011 among AMERICAN INTERNATIONAL GROUP, INC., THE GUARANTORS PARTY HERETO and AIA AURORA LLC and ALICO HOLDINGS LLC as the Secured PartiesGuarantee, Pledge and Proceeds Application Agreement • January 14th, 2011 • American International Group Inc • Fire, marine & casualty insurance • New York
AGREEMENT dated as of January 14, 2011 among AMERICAN INTERNATIONAL GROUP, INC., as Borrower, the GUARANTORS party hereto and AIA AURORA LLC (the “AIA SPV”) and ALICO HOLDINGS LLC (the “ALICO SPV”), each as Secured Party.
AGREEMENT TO AMEND WARRANTS dated as of January 14, 2011Agreement • January 14th, 2011 • American International Group Inc • Fire, marine & casualty insurance
WHEREAS, American International Group, Inc. (the “Company”), ALICO Holdings LLC, AIA Aurora LLC, the Federal Reserve Bank of New York, the United States Department of the Treasury (the “Investor”) and the AIG Credit Facility Trust (collectively, the “parties”) mutually agreed to effect a series of integrated transactions as described in the Master Transaction Agreement dated as of December 8, 2010 (the “Transaction Agreement”) among the parties and in the other Transaction Documents;
AIA AURORA LLC INTERCOMPANY LOAN AGREEMENTAia Aurora LLC Intercompany Loan Agreement • January 14th, 2011 • American International Group Inc • Fire, marine & casualty insurance • New York
AIA AURORA LLC INTERCOMPANY LOAN AGREEMENT, dated as of this 14th day of January, 2011 (this “Agreement”), by and between AIA Aurora LLC, a Delaware limited liability company (“Lender”), with its principal executive offices located at 180 Maiden Lane, New York, New York 10038, and American International Group, Inc., a Delaware corporation (“Borrower”), with its principal executive offices located at 180 Maiden Lane, New York, New York 10038.
