EXHIBIT 99.6
EXCHANGE AGENT AGREEMENT
July , ▇▇▇▇
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Attention: Corporate Trust Administration
Ladies and Gentlemen:
American International Group, Inc. (the "Company"), proposes to make an
offer (the "Exchange Offer") to exchange $1,000,000,000 of its 6.25% Notes Due
2036 (the "New Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for $1,000,000,000 of its outstanding
6.25% Notes Due 2036 (the "Old Notes"), which have not been registered under the
Securities Act. The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated July , 2006 (the
"Prospectus"), and a Letter of Transmittal, a copy of which is attached as Annex
A (the "Letter of Transmittal"), proposed to be distributed to all record
holders of the Old Notes. The Old Notes and the New Notes are collectively
referred to herein as the "Notes."
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is
expected to be commenced by the Company on or about , 2006. The
Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC"))
is to be used by the holders of the Old Notes to accept the Exchange Offer. The
Letter of Transmittal contains instructions with respect to the delivery of Old
Notes tendered in connection therewith.
The Exchange Offer shall commence on , 2006 (the "Effective
Time") and shall expire at 5:00 p.m., New York City time, on , 2006 or
on such subsequent date or time to which the Company may extend the Exchange
Offer (the "Expiration Date"). Subject to the terms and conditions set forth in
the Prospectus, the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(promptly confirmed in writing) or written notice to you before 5:00 p.m., New
York City time, on the previously scheduled Expiration Date. If the Exchange
Offer is extended, then the term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended.
The Company expressly reserves the right to amend the Exchange Offer or to
delay acceptance of Old Notes, or to terminate the Exchange Offer if, in the
Company's sole judgment, any of the conditions of the Exchange Offer specified
in the Prospectus under the caption "The Exchange Offer -- Conditions to the
Exchange Offer" shall not have been satisfied. The Company will give oral
(promptly confirmed in writing) or written notice of any amendment, delay or
termination to you as promptly as practicable. In carrying out your duties as
Exchange Agent, you are to act in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The
Exchange Offer," as specifically set forth in the Letter of Transmittal or
as specifically set forth herein; provided, however, that in no way will
your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Old
Notes at DTC to facilitate book-entry tenders of the Old Notes through
DTC's ATOP for the Exchange Offer within two business days after the date
of the Prospectus, and any financial institution that is a participant in
DTC's systems may make book-entry delivery of the Old Notes by causing DTC
to transfer such Old Notes into your account in accordance with DTC's
procedure for such transfer.
3. From and after the Effective Time, you are hereby authorized and
directed to accept and to examine each of the Letters of Transmittal and
confirmation of book-entry transfer into your account at DTC and any other
documents delivered or mailed to you by or for holders of the Old Notes to
ascertain whether: (i) the Letters of Transmittal (or the instructions from
DTC (the "DTC Transmissions")) contain the proper information required to
be set forth therein and any such other documents (including a
Notice of Guaranteed Delivery, substantially in the form attached hereto as
Exhibit B (the "Notice of Guaranteed Delivery")) are duly executed and
properly completed in accordance with instructions set forth therein; and
(ii) that book-entry confirmations are in due and proper form and contain
the information required to be set forth therein. In each case where the
Letter of Transmittal or any other document has been improperly completed
or executed (or any DTC Transmission is not in due and proper form or omits
required information) or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform the
Holders of the need for fulfillment of all requirements. If such condition
is not promptly remedied by the Holder, you shall report such condition to
the Company and await its direction. All questions as to the validity,
form, eligibility (including timeliness of receipt), acceptance and
withdrawal of any Old Notes tendered or delivered shall be determined by
the Company, in its sole discretion.
4. You are authorized to request from any person tendering Old Notes
to provide you with such additional documents as you or the Company deems
appropriate. You are hereby authorized and directed to process withdrawals
of tenders to the extent withdrawal thereof is authorized by the Exchange
Offer.
5. The Company reserves the absolute right (i) to reject any or all
tenders of any particular Old Note determined by the Company not to be in
proper form or the acceptance or exchange of which may, in the opinion of
Company's counsel, be unlawful and (ii) to waive any of the conditions of
the Exchange Offer or any defects, irregularities or conditions to the
tender of any particular Old Note, and the Company's interpretation of the
terms and conditions of the Exchange Offer (including the Letter of
Transmittal and Notice of Guaranteed Delivery and the instructions set
forth therein) will be final and binding.
6. With the approval of the Chief Executive Officer, Chief Financial
Officer or Treasurer, of the Company (such approval, if given orally, to be
promptly confirmed in writing) or any other officer of the Company
designated by the Chief Executive Officer (each an "Authorized Officer"),
you are authorized to waive any irregularities in connection with any
tender of Old Notes pursuant to the Exchange Offer.
7. Tenders of Old Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned "The Exchange
Offer -- Procedures for Tendering," and Old Notes shall be considered
properly tendered to you only when tendered in accordance with the
procedures set forth therein.
Notwithstanding the provisions of this Section 7, Old Notes which an
Authorized Officer shall approve as having been properly tendered shall be
considered to be properly tendered (such approval, if given orally, shall
be promptly confirmed in writing).
8. You shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept the Company's written
instructions with respect to disposition of such Old Notes.
9. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Company will notify you (such notice, if given orally,
to be promptly confirmed in writing) of its acceptance, promptly after the
Expiration Date, of all Old Notes properly tendered and you, on behalf of
the Company, will exchange such Old Notes for New Notes and cause such Old
Notes to be cancelled and delivered to the Company. Delivery of New Notes
will be made on behalf of the Company by you, and each $1,000 principal
amount of Old Notes shall be exchanged for an equal principal amount of New
Notes; provided, however, that New Notes shall only be issued in
denominations of $100,000 and integral multiples of $1,000 in excess
thereof, such delivery shall be made promptly after notice (such notice if
given orally, to be promptly confirmed in writing) of acceptance of said
Old Notes by the Company; provided, however, that in all cases, Old Notes
tendered pursuant to the Exchange Offer will be exchanged only after timely
receipt by you of confirmation of book-entry transfer into your account at
DTC, a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantees
(or DTC Transmission) and, if applicable, a Notice of Guaranteed Delivery,
and any other required documents.
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10. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to
the Exchange Offer may be withdrawn at any time prior to the Expiration
Date.
11. The Company shall not be required to exchange any Old Notes
tendered if any of the conditions set forth in the Exchange Offer are not
met. Notice of any decision by the Company not to exchange any Old Notes
tendered shall be given (if given orally, to be promptly confirmed in
writing) by the Company to you.
12. If, pursuant to the Exchange Offer, the Company does not accept
for exchange all or part of the Old Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus
under the captions "The Exchange Offer -- Terms of the Exchange Offer" or
"The Exchange Offer -- Conditions to the Exchange Offer" or otherwise, you
shall as soon as practicable after the expiration or termination of the
Exchange Offer effect appropriate book-entry transfer, together with any
related required documents that are in your possession, to the persons who
deposited them.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other
persons or to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) shall not be liable for any action or omission to act unless
the same constitutes your own negligence, willful misconduct or bad
faith, and in no event shall you be liable to the Company for special,
indirect or consequential damages, or lost profits, arising in
connection with this Agreement;
(b) shall have no duties or obligations other than those
specifically set forth herein or in the Prospectus or as may be
subsequently agreed to in writing between you and the Company;
(c) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness
of any of the Old Notes deposited with you pursuant to the Exchange
Offer, and will not be required to and will make no representation as to
the validity, value or genuineness of the Exchange Offer;
(d) shall not be obligated to take any legal action hereunder which
might in your judgment involve any expense or liability, unless you
shall have been furnished with indemnity reasonably satisfactory to you;
(e) may conclusively rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice, letter,
telegram or other document or security delivered to you and reasonably
believed by you to be genuine and to have been signed or presented by
the proper person or persons;
(f) may act upon any tender, statement, request, document,
agreement, certificate or other instrument whatsoever not only as to its
due execution and validity and effectiveness of its provisions, but also
as to the truth and accuracy of any information contained therein, which
you shall reasonably believe to be genuine or to have been signed or
presented by the proper person or persons;
(g) may conclusively rely on and shall be protected in acting upon
written or oral instructions from any authorized officer of the Company
or from Company's counsel;
(h) may consult with counsel of your selection with respect to any
questions relating to your duties and responsibilities and the advice or
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be
taken by you hereunder in good faith and in accordance with the advice
or opinion of such counsel; and
(i) shall not make any recommendation as to whether a holder or
beneficial owner of Old Notes should or should not tender such holder's
or beneficial owner's Old Notes and shall not solicit any holder or
beneficial owner for the purpose of causing such holder or beneficial
owner to tender such holder's or beneficial owner's Old Notes.
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15. You shall take such action as may from time to time be requested
by the Company (and such other action as you may deem appropriate) to
furnish copies of the Prospectus, Letter of Transmittal and the Notice of
Guaranteed Delivery or such other forms as may be approved from time to
time by the Company, to all persons requesting such documents and to accept
and comply with telephone, mail or facsimile requests for information
relating to the Exchange Offer, provided that such information shall relate
only to the procedures for accepting (or withdrawing from) the Exchange
Offer. The Company will furnish you with copies of such documents on your
request. All other requests for information relating to the Exchange Offer
shall be directed to the Company, Attention: Director of Investor
Relations, ▇▇▇-▇▇▇-▇▇▇▇.
16. You shall advise by electronic communication to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
Director Corporate Finance (▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇), and such other
person or persons as the Company may reasonably request, weekly (and daily
during the week immediately preceding the Expiration Date) up to and
including the Expiration Date, as to the principal amount of Old Notes
which have been duly tendered since the previous report and the aggregate
amount tendered since the Effective Date pursuant to the Exchange Offer
until the Expiration Date. Such report shall be delivered in substantially
the form attached hereto as Exhibit C. In addition, you will also inform,
and cooperate in making available to, the Company or any such other person
or persons as the Company may request upon oral request (promptly confirmed
in writing) made from time to time prior to the Expiration Date of such
other information as they may reasonably request. Such cooperation shall
include, without limitation, the granting by you to the Company and such
person as the Company may request of access to those persons on your staff
who are responsible for receiving tenders in order to ensure that
immediately prior to the Expiration Date the Company shall have received
information in sufficient detail to enable it to decide whether to extend
the Exchange Offer. Within 2 business days after the Expiration Date, you
shall furnish to the Company a final list of all persons whose tenders were
accepted, the aggregate principal amount of Old Notes tendered, the
aggregate principal amount of Old Notes accepted and deliver said list to
the Company.
17. Each Letter of Transmittal and other documents received by you in
connection with the Exchange Offer shall be stamped by you to show the date
of receipt (and you will maintain such form of record keeping of receipt as
is customary for tenders through ATOP) and, if defective, the date and time
the last defect was cured or waived. You shall retain all Letters of
Transmittal and other related documents or correspondence received by the
Exchange Agent until the Expiration Date. You shall return all such
material to the Company as soon as practicable after the Expiration Date.
18. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as shall be agreed in writing between the
Company and you.
19. You hereby acknowledge receipt of the Prospectus, the Letter of
Transmittal and the Notice of Guaranteed Delivery. Any discrepancies or
questions regarding any Letter of Transmittal, notice of withdrawal or any
other documents received by you in connection with the Exchange Offer shall
be referred to the Company and you shall have no further duty with respect
to such matter; provided, that you shall cooperate with the Company in
attempting to resolve such discrepancies or questions. Any inconsistency
between this Agreement, on the one hand, and the Prospectus and the Letter
of Transmittal (as they may be amended from time to time), on the other
hand, shall be resolved in favor of the latter two documents, except with
respect to your duties, liabilities and indemnification as Exchange Agent.
20. The Company covenants and agrees to fully indemnify and hold you
harmless against any and all losses, damages, liabilities, costs or
expenses, including attorneys' fees and expenses, incurred without
negligence or willful misconduct on your part, arising out of or in
connection with any act, omission, delay or refusal made by you in reliance
upon any signature, endorsement, assignment, certificate, order, request,
notice, instruction or other instrument or document reasonably believed by
you to be valid, genuine and sufficient and in accepting any tender or
effecting any transfer of Old Notes reasonably believed by you to be
authorized, and in reasonably delaying or refusing to accept any tenders or
effect any transfer of Old Notes. In each case, the Company shall be
notified by you, by letter or facsimile transmission, of the written
assertion of a claim against you or of any other action commenced against
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you, promptly after you shall have received any such written assertion or
shall have been served with a summons in connection therewith. The Company
shall be entitled to participate at its own expense in the defense of any
such claim or other action and, if the Company so elects, the Company may
assume the defense of any such claim or action and you shall cooperate with
the Company in the defense. In the event that the Company assumes the
defense of any such claim or action, the Company shall not be liable for
the fees and expenses of any additional counsel thereafter retained by you,
so long as you have not determined, in your reasonable judgement, that a
conflict of interest exists between you and the Company.
21. You shall comply with all requirements under the tax laws of the
United States imposed with respect to the activities performed by you
pursuant to this Agreement, including filing with the Internal Revenue
Service and Holders Form 1099 reports regarding principal and interest
payments on Notes, compliance with backup withholding and record retention
which you have made in connection with the Exchange Offer, if any. Any
questions with respect to any tax matters relating to the Exchange Offer
shall be referred to the Company, and you shall have no duty with respect
to such matter; provided, that you shall cooperate with the Company in
attempting to resolve such questions.
22. You shall notify the Company in a timely manner regarding any
transfer taxes that are payable in respect of the exchange of Old Notes of
which you became aware.
23. This Agreement and your appointment as Exchange Agent hereunder
shall be construed in accordance with the laws of the State of New York,
and F shall inure to the benefit of, and the obligations created hereby
shall be binding upon, the successors and assigns of each of the parties
hereto.
24. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
25. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
26. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party
to be charged. This Agreement may not be modified orally.
27. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given to such party, addressed
to it, at its address or telecopy number set forth below:
If to the Company:
American International Group, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Vice President & Treasurer
If to the Exchange Agent:
The Bank of New York
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Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
or to such address as either party shall provide by notice to the other
party.
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28. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Sections 18 and 20 shall survive the termination of this
Agreement. Upon any termination of this Agreement, you shall promptly
deliver to the Company any funds or property then held by you as Exchange
Agent under this Agreement.
29. You may resign from your duties under this Agreement by giving to
the Company thirty (30) days' prior written notice, and the Company may
terminate your appointment hereunder on five (5) days' prior written
notice. Any successor exchange agent appointed by the Company shall be
vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Exchange Agent without any further act or
deed; but you shall deliver and transfer to the successor exchange agent
any property at the time held by you hereunder, and shall execute and
deliver any further assurance, conveyance, act or deed necessary for such
purpose as the Company may reasonably request.
30. You may not transfer or assign or delegate your rights or
responsibilities under this Agreement without the prior written consent of
the Company.
31. This Agreement shall be binding and effective as of the date
hereof.
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Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
American International Group, Inc.
By:
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Name:
Title:
Accepted as of the date first above written:
The Bank of New York
By:
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Name:
Title:
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EXHIBIT A
PROSPECTUS AND LETTER OF TRANSMITTAL
EXHIBIT B
NOTICE OF GUARANTEED DELIVERY
EXHIBIT C
SAMPLE REPORT
DATE:
PREPARED BY:
ADMIN:
EXCHANGE OFFER. REPORT #
AMERICAN INTERNATIONAL GROUP, INC.
6.25% NOTES DUE 2036
CUSIP: [ ]
PRINCIPAL AMOUNT: $1,000,000,000
EXPIRATION DATE:
ATOP SUBMISSIONS
PARTICIPANTS DTC # QUANTITY PRESENTED
------------ ----- ------------------
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TOTAL DTC PARTICIPANTS PRESENTED =
DTC PARTICIPANTS $
GUARANTEE DELIVERY $
WITHDRAWALS
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TOTAL A/O [DATE] = $