AMERICAN INTERNATIONAL GROUP, INC. 2.375% Subordinated Notes Due 2015 Underwriting AgreementUnderwriting Agreement • August 23rd, 2012 • American International Group Inc • Fire, marine & casualty insurance • New York
below), being referred to herein as the “Pricing Disclosure Package”), and I have examined such corporate records, certificates and other documents, and have reviewed such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and review, it is my opinion that:
RECITALSReplacement Capital Covenant • August 23rd, 2012 • American International Group Inc • Fire, marine & casualty insurance
each Redesignation Date or Automatic Redesignation Date and continuing to but not including the next succeeding Redesignation Date or Automatic Redesignation Date, the Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such period or the applicable Exchange Debt, as the case may be.
ContractReplacement Capital Covenants • August 23rd, 2012 • American International Group Inc • Fire, marine & casualty insurance • New York
This AMENDMENT TO THE REPLACEMENT CAPITAL COVENANTS, dated as of August 23, 2012 (this “Amendment”), is made by American International Group, Inc., a Delaware corporation (together with its successors and assigns, including any entity surviving or resulting from a merger, consolidation, binding share exchange, sale, lease or transfer of all or substantially all of the assets or other business combination, the “Corporation”), and amends each of the Replacement Capital Covenants of the Corporation set forth on Schedule I (each, a “Replacement Capital Covenant”), in favor of and for the benefit of each Covered Debtholder (as defined in such Replacement Capital Covenant).a
