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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. A
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