Exhibit 1.1
$[-----]
AIG CREDIT PREMIUM FINANCE MASTER TRUST
$[___] Series 200[_] Asset Backed Notes
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Form of Underwriting Agreement
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Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
[___], 200[_]
Ladies and Gentlemen:
A.I. Receivables Transfer Corp. ("ART" or the "Transferor"), a Delaware
corporation, 100% of the outstanding stock of which is collectively owned by
each of A.I. Credit Corp. ("AIC"), a New Hampshire corporation, AICCO, Inc.
("AICCO"), a California corporation, Imperial Premium Finance, Inc. ("IP Finance
I"), a Delaware corporation, Imperial Premium Finance, Inc. ("IP Finance II"), a
California corporation and Imperial Premium Funding, Inc. ("IP Funding," a
Delaware corporation, and together with AIC, AICCO, IP Finance I, IP Finance II
the "Originators"), proposes, subject to the terms and conditions stated in this
underwriting agreement ("this Agreement" or the "Underwriting Agreement"), to
sell to Goldman, Sachs & Co. (the "Underwriters"), an aggregate of
$[___________] principal amount of Series 200[_] Asset Backed Notes (the
"Offered Notes").
Each Offered Note will be secured by an undivided interest in the
assets of AIG Credit Premium Finance Master Trust (the "Trust") established
pursuant to a Master Trust Agreement, dated as of November 5, 1999 (the "Master
Trust Agreement"), between ART and Chase Manhattan Bank Delaware, as trustee
(the "Trustee"). The Notes will be issued pursuant to the Series 200[_]
Supplement to the Base Indenture, . dated as of November 8, 1999 (the "Base
Indenture"), between the Trust and Bank One, National Association, as Indenture
Trustee (the "Indenture Trustee"). To the extent not defined herein, capitalized
terms used herein have the meanings assigned in the Base Indenture.
1. The Transferor represents and warrants to, and agrees with, the
Underwriters that:
(a) A registration statement in respect of the Notes has been
filed with the Securities and Exchange Commission (the "Commission");
such registration statement and any post-effective amendment thereto,
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each in the form heretofore delivered to the Underwriters, has been
declared effective by the Commission in such form; no other document
with respect to such registration statement has heretofore been filed
with the Commission; no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that
purpose has been initiated or, to their best knowledge, threatened by
the Commission (the preliminary prospectus dated [___], 2000 filed or
to be filed with the Commission pursuant to Rule 424(a) of the rules
and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), being hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement,
including all exhibits thereto and including the information contained
in the form of final prospectus filed with the Commission pursuant to
Rule 424(b) under the Act in accordance with Section 5(a) hereof, each
as amended at the time such part of the registration statement became
effective, being hereinafter called the "Registration Statement"; and
such final prospectus, in the form first filed pursuant to Rule 424(b)
under the Act, being hereinafter called the "Prospectus");
(b) No order preventing or suspending the use of the
Preliminary Prospectus, at the time of filing thereof, conformed or
will conform in all material respects to the requirements of the Act
and to the rules and regulations of the Commission thereunder, and did
not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Transferor by the Underwriters expressly for use therein;
(c) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration Statement
or the Prospectus will conform, in all material respects to the
requirements of the Act and to the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Transferor by
the Underwriters expressly for use therein;
(d) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) there has
not been any material adverse change, or any development known to the
Transferor or any of the Originators that could reasonably be expected
to result in a material adverse change, in or affecting the business,
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management, financial position, stockholders' equity or results of
operations of the Transferor or the Originators taken as a whole and
(ii) none of the Transferor and the Originators has entered into any
transaction or agreement (whether or not in the ordinary course of
business) material to the Transferor or any of the Originators that, in
the case of either such clause (i) or (ii), would reasonably be
expected to have a materially adverse effect on the interests of the
Noteholders;
(e) Each of ART, AIC, AICCO, IP Finance I, IP Finance II and
IP Funding has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware,
the State of New Hampshire and the State of California, respectively,
with power and authority (corporate and other) to own its respective
properties and conduct its respective businesses as described in the
Prospectus, and to enter into and perform its obligations under this
Agreement, the Receivables Purchase Agreement, dated as of November 8,
1999, among AIC, AICCO, IP Finance I, IP Finance II and IP Funding as
sellers, and ART, as purchaser (the "Receivables Purchase Agreement"),
the Sale and Servicing Agreement, dated as of November 8, 1999, among
the Trust, as Issuer, ART, as Seller, each of AIC, AICCO, IP Finance I,
IP Finance II and IP Funding as Servicer and the Indenture Trustee (the
"Sale and Servicing Agreement") and, the Support Agreement dated as of
November 8, 1999 among American International Group, Inc. ("AIG"), ART,
AIC, AICCO, IP Finance I, IP Finance II and IP Funding (the "Support
Agreement"). Each of AIC, AICCO, IP Finance I, IP Finance II and IP
Funding as of the date hereof, collectively own 100% of the outstanding
stock of ART. [AIC has no material subsidiaries other than ART, A.I.
Credit Consumer Discount Company, AIG Credit Corp. of Canada and AIG
Credit (UK) Limited. AICCO has no subsidiaries other than ART. ART has
no subsidiaries.] Each Originator has had at all relevant times, and
now has, the power, authority and legal right to originate, purchase
and service Loans and Deferred Payment Obligations and each of the
Transferor and the Originators has had at all relevant times, and now
has, the power, authority and legal right to acquire, own and sell the
Receivables, and is duly qualified to do business and is in good
standing as a foreign corporation (or is exempt from such requirements)
and has obtained all necessary licenses and approvals in each
jurisdiction in which failure to qualify or to obtain such licenses or
approvals (i) would render any Loan or Deferred Payment Obligation
unenforceable by it or any Receivable unenforceable by it or the Trust
or (ii) would have a material adverse effect on the Noteholders, or on
its business or on its ability to perform its obligations under this
Agreement, the Base Indenture, the Sale and Servicing Agreement, the
Receivables Purchase Agreement or the Support Agreement;
(f) AIG has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware,
with power and authority (corporate and other) to own its properties
and to conduct its business as described in the Prospectus and to enter
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into the Support Agreement and the Letter Agreement (as defined below).
[AIG owns 100% of the outstanding stock of AIC];
(g) The Notes have been duly authorized, and, when duly
executed and authenticated by the Trustee and issued pursuant to the
Base Indenture, will have been duly and validly executed,
authenticated, issued and delivered and will be entitled to the
benefits provided by the Base Indenture; the Base Indenture has been
duly authorized by ART, AIC, AICCO, IP Finance I, IP Finance II and IP
Funding and, when executed and delivered by the Trust and the Trustee,
will constitute a valid and legally binding agreement of each of ART,
AIC, AICCO, IP Finance I, IP Finance II and IP Funding, enforceable in
accordance with its terms, subject as to enforcement to the effect of
any applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and other similar laws affecting creditors'
rights generally and to the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law);
the Sale and Servicing Agreement, has been duly authorized by AIC,
AICCO, ART, IP Finance I, IP Finance II and IP Funding and, when
executed and delivered by AIC, AICCO, IP Finance I, IP Finance II and
IP Funding and ART, will constitute a valid and legally binding
agreement of each of AIC, AICCO, IP Finance I, IP Finance II and IP
Funding and ART, enforceable in accordance with its terms, subject as
to enforcement to the effect of any applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium, and other similar laws
affecting creditors' rights generally and to the effect of general
principles of equity (regardless of whether considered in a proceeding
in equity or at law); the Receivables Purchase Agreement has been duly
authorized by AIC, AICCO, ART, IP Finance I, IP Finance II and IP
Funding and, when executed and delivered by AIC, AICCO, IP Finance I,
IP Finance II and IP Funding and ART, will constitute a valid and
legally binding agreement of each of AIC, AICCO, IP Finance I, IP
Finance II and IP Funding and ART, enforceable in accordance with its
terms, subject as to enforcement to the effect of any applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and other similar laws affecting creditors' rights
generally and to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law); the Support
Agreement has been duly authorized by AIG, ART, AIC, AICCO, IP Finance
I, IP Finance II and IP Funding and, when executed and delivered by
AIG, ART, AIC, AICCO, IP Finance I, IP Finance II and IP Funding, will
constitute a valid and legally binding agreement of each of AIG, ART,
AIC, AICCO, IP Finance I, IP Finance II and IP Funding, enforceable in
accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and other similar laws affecting creditors' rights
generally and to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law); the Letter
Agreement dated as of November 8, 1999 between AIG and the Trustee (the
"Letter Agreement") has been duly authorized by AIG and when executed
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and delivered by AIG and the Trustee, will constitute a valid and
legally binding agreement of AIG, enforceable in accordance with its
terms, subject as to enforcement to the effect of any applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and other similar laws affecting creditors' rights
generally and to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law); and the
Notes, the Base Indenture, the Sale and Servicing Agreement, the
Receivables Purchase Agreement, the Support Agreement (as defined
below) and the Letter Agreement (as defined below) will conform to the
descriptions thereof in the Prospectus in all material respects;
(h) The issue and sale of the Notes, the compliance by the
Transferor and the Originators with all of the provisions of the Notes,
the Base Indenture, the Sale and Servicing Agreement, the Receivables
Purchase Agreement, the Support Agreement and the compliance by AIG
with the Letter Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with, or result in a
breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation of any lien, mortgage,
pledge, charge, security interest or encumbrance (collectively,
"Liens") upon any property or assets of the Transferor or the
Originators pursuant to, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which AIG, the Transferor
or any of the Originators is a party or by which any of them is bound
or to which any of the property or assets of AIG, AIC, AICCO, ART, IP
Finance I, IP Finance II and IP Funding is subject, nor will such
action result in any violation of the provisions of the certificate of
incorporation or by-laws of AIG, the Transferor or any of the
Originators or any statute or any order, rule, decree or regulation of
any court or governmental agency or body or regulatory body having
jurisdiction over AIG, AIC, AICCO, ART, IP Finance I, IP Finance II and
IP Funding or any of their respective properties; and no consent,
approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body or regulatory body
is required for the issue and sale of the Notes, the consummation by
the Transferor and the Originators of the transactions contemplated by
this Agreement, the Receivables Purchase Agreement, the Sale and
Servicing Agreement and the Base Indenture, the consummation by AIG and
the Originators of the transactions contemplated in the Support
Agreement or the consummation by AIG of the transactions contemplated
by the Letter Agreement, except the filing of Uniform Commercial Code
financing statements with respect to the Receivables, the registration
under the Act of the Offered Notes, and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase
and distribution of the Offered Notes by the Underwriters; none of AIG,
AIC, AICCO, ART, IP Finance I, IP Finance II and IP Funding is in
breach or violation of any indenture or other agreement or instrument
to which it is a party or by which it is bound, or in violation of any
applicable statute or regulation or any order of any court, regulatory
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body, administrative agency or governmental body having jurisdiction
over it, which would have a material and adverse effect on its ability
to perform its obligations, under the Support Agreement, the
Receivables Purchase Agreement, the Base Indenture, the Sale and
Servicing Agreement and this Agreement and, in the case of AIG, the
Letter Agreement;
(i) There are no proceedings or investigations pending (other
than as set forth in any filing by AIG under the Securities Exchange
Act of 1934, as amended) to which AIC, AICCO, ART, IP Finance I, IP
Finance II or IP Funding or AIG is a party or of which any property of
AIC, AICCO, ART IP Finance I, IP Finance II or IP Funding or AIG is the
subject which is reasonably likely, individually or in the aggregate,
to result in a material adverse effect on the financial position,
stockholders' equity or results of operations of AIG or the Originators
and the Transferor taken as a whole or which, individually or in the
aggregate, might interfere with or adversely affect the issue and sale
of the Notes or the consummation of the transactions contemplated
herein or in the Base Indenture, the Sale and Servicing Agreement, the
Receivables Purchase Agreement, the Support Agreement or in the case of
AIG, the Letter Agreement, and, to the best of the Transferor's
knowledge (including based on inquiry to the Originators), no such
proceedings are threatened or contemplated by governmental or
regulatory authorities or threatened by others;
(j) To the best knowledge of ART (including based on inquiry
to the Originators), Coopers & Lybrand are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder;
(k) At the Time of Delivery (as specified in Section 4
hereof): (i) the representations and warranties of the Transferor made
in Section 2.03 of the Sale and Servicing Agreement shall be true and
correct in all material respects, (ii) the representations and
warranties of the Servicer made in Section 3.03 of the Sale and
Servicing Agreement shall be true and correct in all material respects,
(iii) the representations and warranties of the Transferor and the
Originators relating to the Sale and Servicing Agreement and the
Receivables made in Section 2.04 of the Sale and Servicing Agreement
shall be true and correct; provided, however, that the breach of any
such representations and warranties in Section 2.04 of the Sale and
Servicing Agreement shall not be deemed to be a breach hereunder
unless, after opportunity for cure in accordance with Section 2.04(e)
of the Sale and Servicing Agreement, such breach materially adversely
affects the interests of the Noteholders, and (iv) the representations
and warranties of AIC, AICCO, ART, IP Finance I, IP Finance II or IP
Funding in the Receivables Purchase Agreement shall be true and
correct;
(l) At the Time of Delivery (i) the Receivables being
transferred to the Trust will be owned by the Transferor free and clear
of any Liens (other than as contemplated in the Sale and Servicing
Agreement); (ii) none of the Transferor and the Originators will have
assigned to any Person any of its rights, title or interests in the
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Receivables or related Loans or Deferred Payment Obligations (other
than as contemplated in the Sale and Servicing Agreement and the
Receivables Purchase Agreement), the Sale and Servicing Agreement, the
Notes being issued pursuant to the Base Indenture or the Receivables
Purchase Agreement; (iii) the Originators will have the power and
authority to transfer the Receivables to the Transferor; and (iv) the
Transferor will have the power and authority to transfer the
Receivables to the Trust and to transfer the Offered Notes to the
Underwriters, and, upon execution and delivery to the Trustee of the
Base Indenture and upon execution, authentication and delivery to the
Underwriters of the Offered Notes, the Trust will have all of the
Transferor's and the Originators' right, title and interest to the
Receivables free and clear of any Liens (other than Liens contemplated
in Section 2.05(b) of the Sale and Servicing Agreement) and the
Underwriters will have good and marketable title to the Offered Notes,
free and clear of any Liens (other than Liens created by the
Underwriters);
(m) Any taxes, fees and other governmental charges imposed
upon the Transferor or any of the Originators or on the assets of the
Trust in connection with (i) the execution and delivery by the
Transferor and the Originators of this Agreement, the Receivables
Purchase Agreement and the Sale and Servicing Agreement, the transfer
of the Trust Assets to the Transferor or to the Trust and the
execution, delivery and issuance of the Notes, (ii) the execution and
delivery of the Support Agreement by the parties thereto and (iii) the
execution and delivery of the Letter Agreement by AIG, and which are
due at or prior to the Time of Delivery have been or will have been
paid by the Transferor and the Originators at or prior to the Time of
Delivery;
(n) The Receivables conveyed by the Originators to the Trust
under the Base Indenture have an aggregate outstanding principal
balance (determined as of the close of business on [__________]) of not
less than $[_____________];
(o) The Base Indenture is not required to be qualified under
the Trust Indenture Act of 1939, as amended, and the Trust is not
required to be registered as an "investment company" under the
Investment Company Act of 1940, as amended; and
(p) This Agreement has been duly authorized, executed and
delivered by the Transferor.
2. Subject to the terms and conditions herein set forth, the Transferor
agrees to sell and deliver to the Underwriters, and the Underwriters agree to
purchase from the Transferor, (i) at a purchase price of [_____]% of the
principal amount thereof, $[___________] principal amount of the Series 200[_]
Asset Backed Notes; and (ii) at a purchase price of [_____]% of the principal
amount thereof, $[__________] principal amount of the Series 200[_] Asset Backed
Notes.
3. [RESERVED]
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4. The Offered Notes to be purchased by the Underwriters hereunder, in
book-entry form and in such authorized denominations and registered in such
names as the Underwriters may request upon at least forty-eight hours' prior
notice to the Transferor, shall be delivered by or on behalf of the Transferor
to the Underwriters against payment by the Underwriters or on their behalf of
the purchase price therefor, in immediately available funds, drawn to the order
of the Transferor, at the offices of Weil, Gotshal & Manges, 767 5th Avenue, New
York, New York 10153, on [___________], or at such other place and time and date
as the Underwriters and the Transferor may agree upon in writing; such time and
date being herein called the "Time of Delivery" for such Offered Notes. Such
Offered Notes will be made available for checking at least twenty-four hours
prior to the Time of Delivery at the offices of Weil, Gotshal & Manges described
above.
5. The Transferor agrees with the Underwriters:
(a) To advise the Underwriters promptly of any proposal to
amend or supplement the Registration Statement as filed, or the
Prospectus, and not to effect any such amendment or supplement without
the Underwriters' consent; to prepare the Prospectus in a form approved
by the Underwriters and to file such Prospectus pursuant to Rule 424(b)
under the Act not later than required thereunder; to advise the
Underwriters, promptly after the Transferor receives notice thereof, of
the time when the Registration Statement, or any amendment thereto, has
been filed or becomes effective or any supplement to the Prospectus or
any amended Prospectus has been filed and to furnish the Underwriters
with copies thereof; to advise the Underwriters, promptly after the
Transferor receives notice thereof, of: (i) the issuance by the
Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or Prospectus; (ii) the
suspension of the qualification of the Offered Notes for offering or
sale in any jurisdiction or the initiation or threatening of any
proceeding for any such purpose; or (iii) any request by the Commission
for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the
issuance of any stop order or any order preventing or suspending the
use of any Preliminary Prospectus or Prospectus or suspending any such
qualification, promptly to use their reasonable best efforts to obtain
the withdrawal of such order;
(b) Promptly from time to time, to take such action as the
Underwriters may reasonably request to qualify the Offered Notes for
offering and sale under the securities laws of such jurisdictions as
the Underwriters may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of the Offered Notes; provided that, in connection
therewith, the Transferor shall not be required to qualify as a foreign
corporation or dealer in securities or to file a general consent to
service of process in any jurisdiction;
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(c) To furnish the Underwriters with copies of the Prospectus,
as amended or supplemented, in such quantities as the Underwriters may
from time to time reasonably request and, if the delivery of a
prospectus is required at any time prior to the expiration of nine
months after the time of issue of the Prospectus in connection with the
offering or sale of the Offered Notes and if at such time any event
shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or, if for
any other reason it shall be necessary during such same period to amend
or supplement the Prospectus in order to comply with the Act, to notify
the Underwriters and to prepare and file with the Commission and
furnish without charge to the Underwriters and to any dealer in
securities as many copies as the Underwriters may from time to time
reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance; and in case the Underwriters are required to deliver a
prospectus in connection with the sale of any of the Offered Notes at
any time nine months or more after the date of issue of the Prospectus,
upon the Underwriters' request and at their expense, to prepare and
deliver to the Underwriters as many copies as the Underwriters may
reasonably request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the Act;
(d) During the period beginning from the date hereof and
continuing to and including the later of (i) the termination of trading
restrictions on the Offered Notes, as notified to the Transferor by the
Underwriters, and (ii) the Time of Delivery, not to offer, sell,
contract to sell or otherwise dispose of any securities which mature
more than one year after the Time of Delivery and which are
substantially similar to the Offered Notes, without the Underwriters'
prior written consent;
(e) So long as any Offered Notes are outstanding, to furnish
to the Underwriters copies of all reports or other written
communications (financial or other) furnished to holders of the Notes,
and to deliver or cause to be delivered to the Underwriters, as soon as
they are available, copies of any reports and financial statements
furnished to or filed by the Transferor or any of the Originators or
the Trustee with the Commission, or with any national securities
exchange on which the Offered Notes or any class of securities of the
Transferor or any of the Originators are listed; and
(f) So long as any Offered Notes are outstanding, to furnish
to the Underwriters copies of all such additional information
concerning the business and financial condition of the Trust as the
Underwriters may from time to time reasonably request.
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6. The Transferor covenants and agrees with the Underwriters that the
Transferor will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the counsel and accountants of the Transferor and
the Originators in connection with the registration of the Offered Notes under
the Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus, the Prospectus
and amendments and supplements thereto and the mailing and delivery of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
this Agreement, the Sale and Servicing Agreement, the Base Indenture, the
Receivables Purchase Agreement, the Support Agreement, the Letter Agreement and
any other documents in connection with the offering, purchase, sale and delivery
of the Offered Notes; (iii) all expenses in connection with the qualification of
the Offered Notes for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and legal investment surveys; (iv) any fees charged by securities
rating services for rating the Offered Notes; (v) any cost of preparing the
Notes; (vi) the fees and expenses of the Trustee and any agent of the Trustee
and the fees and disbursements of counsel for the Trustee in connection with the
Sale and Servicing Agreement, the Base Indenture and the Notes; and (vii) all
other costs and expenses incident to the performance of the obligations of the
Transferor hereunder which are not otherwise specifically provided for in this
Section 6. It is understood, however, that, except as provided in this Section
6, Section 8 and Section 10 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Offered Notes by them, and any advertising expenses
connected with any offers they may make.
7. The obligations of the Underwriters hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Transferor herein are, at and as of the Time of
Delivery, true and correct, the condition that the Transferor shall have
performed all of its obligations in all material respects hereunder theretofore
to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations of the Commission under
the Act and in accordance with Section 5(a) hereof; no stop order
suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall
have been initiated or, to the knowledge of the Transferor, the
Originators or the Underwriters, threatened by the Commission; and all
requests for additional information on the part of the Commission shall
have been complied with to the Underwriters' reasonable satisfaction;
(b) Since the respective dates as of which information is
given in the Prospectus, there shall not have been any material adverse
change, or any development known to the Transferor or any of the
Originators that could reasonably be expected to result in a material
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adverse change, in or affecting the business, management, financial
position, stockholders' equity or results of operations of the
Transferor or the Originators taken as a whole, otherwise than as set
forth or contemplated in the Prospectus, the effect of which in the
judgment of the Underwriters makes it impracticable to proceed with the
public offering or the delivery of the Offered Notes on the terms and
in the manner contemplated in the Registration Statement;
(c) At the Time of Delivery, the Transferor shall have
furnished to the Underwriters a certificate signed by an executive
officer thereof (i) as to (A) the accuracy of the representations and
warranties of the Transferor set forth herein at and as of the Time of
Delivery; (B) the performance by the Transferor of all of its
obligations hereunder to be performed at or prior to such Time of
Delivery in all material respects; and (C) the matters set forth in
subsections (a), (b) and (n) of this Section and (ii) to the effect
that each of (A) the Support Agreement and (B) the Letter Agreement
remains in full force and effect at and as of the Time of Delivery;
(d) Weil, Gotshal & Manges, counsel for the Transferor and the
Originators, shall have furnished to the Underwriters their written
opinion, addressed to the Underwriters and dated the Time of Delivery,
in the form of Exhibit 1 hereto;
(e) Weil, Gotshal & Manges, as tax counsel for the Transferor
and the Originators, shall have furnished to the Underwriters its
opinion or opinions, dated the Time of Delivery and satisfactory in
form and substance to the Underwriters and their counsel, to the effect
that for Federal, New York State, New York City and California income
and franchise tax purposes the Notes will be characterized as
indebtedness and that the Trust will not be treated as a taxable entity
for Federal, New York State, New York City or California income and
franchise tax purposes, and the statements set forth in the Prospectus
under the headings "Prospectus Summary -- Tax Status," "Certain United
States Federal Income Tax Consequences" and "Certain State And Local
Tax Consequences" are a fair and accurate summary of the material tax
consequences of the issuance and holding of the Offered Notes;
(f) Scott B. Rose, Associate General Counsel for AIG, shall
have furnished to the Underwriters his written opinion, addressed to
the Underwriters and dated the Time of Delivery, in form and substance
satisfactory to the Underwriters and their counsel, substantially to
the effect that:
(i) AIG has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
its jurisdiction of incorporation and has power and authority
(corporate and other) to enter into the Support Agreement and
the Letter Agreement and to perform its obligations
thereunder;
11
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(ii) The Support Agreement has been duly authorized,
executed and delivered by AIG and constitutes the legal, valid
and binding agreement of AIG enforceable in accordance with
its terms, subject to the effect of any applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium,
and other similar laws affecting creditors' rights generally,
and to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law);
(iii) The Letter Agreement has been duly authorized,
executed and delivered by AIG and constitutes the legal, valid
and binding agreement of AIG enforceable in accordance with
its terms, subject to the effect of any applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium,
and other similar laws affecting creditors' rights generally,
and to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law);
(iv) To the best of such counsel's knowledge, there
are no legal or governmental proceedings pending to which AIG
or any of its subsidiaries is a party or of which any property
of AIG or any of its subsidiaries is the subject which is
reasonably likely individually or in the aggregate to result
in a material adverse effect on the consummation of the
transactions as contemplated by, the validity or
enforceability of, or the ability of AIG to perform its
obligations under, the Support Agreement or the Letter
Agreement;
(v) The compliance by AIG with all of the provisions
of the Support Agreement and the Letter Agreement and the
consummation of the transactions therein contemplated will not
conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument known to such counsel to
which AIG is a party or by which AIG is bound or to which any
of the property or assets of AIG is subject, nor will such
actions result in any violation of the provisions of the
by-laws or certificate of incorporation of AIG, any Federal or
New York statute applicable to AIG or any of its properties or
any order, rule, decree or regulation of any Federal or New
York court, governmental agency or body or regulatory body
having jurisdiction over AIG or any of its properties;
(vi) No consent, approval, authorization, order,
registration or qualification of or with any Federal or New
York governmental or regulatory agency or body is required for
the entry by AIG into the Support Agreement or the Letter
Agreement or for the performance of its obligations
thereunder, except that, to the extent that AIG is required to
satisfy any of its obligations through the sale of insurance
12
<PAGE>
assets, such sale may require the consent of regulatory
authorities;
(vii) AIC has been duly incorporated and is validly
existing as a New Hampshire corporation in good standing under
the laws of the State of New Hampshire, with the corporate
power and authority to own its properties and to conduct its
business as described in the Prospectus, and has corporate
power and authority to enter into the Sale and Servicing
Agreement and the Receivables Purchase Agreement and to
perform its obligations thereunder;
(viii) There are no legal or governmental proceedings
or investigations pending to which AIC is a party or of which
any property of AIC is the subject, or, to the best of such
counsel's knowledge threatened against AIC, which, if
determined adversely to AIC, would individually or in the
aggregate have a material adverse effect on the financial
position or results of operation of AIC or on the issue and
sale of the Notes or the consummation of the transactions as
contemplated by, the validity or enforceability of, or the
ability of AIC to perform its obligations under the Sale and
Servicing Agreement or the Receivables Purchase Agreement;
(ix) The Sale and Servicing Agreement has been duly
authorized, executed and delivered by AIC;
(x) The issue and sale of the Notes and the
compliance by AIC with all of the provisions of the Notes, the
Sale and Servicing Agreement and the Receivables Purchase
Agreement and the consummation of the transactions therein
contemplated will not, to the knowledge of such counsel,
conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or
result in the creation of any Liens upon any property or
assets of AIC pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or
instrument to which AIC is a party or by which AIC is bound,
or to which any of the property or assets of AIC is subject,
nor will such actions result in any violation of the
provisions of the by-laws or certificate of incorporation of
AIC or of any order or decree of any court, governmental
agency or body or regulatory body applicable to or having
jurisdiction over AIC or any of its properties;
(xi) AICCO has been duly incorporated and is validly
existing as a California corporation in good standing under
the laws of the State of California, with the corporate power
and authority to own its properties and to conduct its
business as described in the Prospectus, and has corporate
power and authority to enter into the Sale and Servicing
Agreement and the Receivables Purchase Agreement and to
perform its obligations thereunder;
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<PAGE>
(xii) There are no legal or governmental proceedings
or investigations pending to which AICCO is a party or of
which any property of AICCO is the subject, or, to the best of
such counsel's knowledge, threatened against AICCO, which, if
determined adversely to AICCO, would individually or in the
aggregate have a material adverse effect on the financial
position or results of operation of AICCO or on the issue and
sale of the Notes or the consummation of the transactions as
contemplated by, the validity or enforceability of, or the
ability of AICCO to perform its obligations under the Sale and
Servicing Agreement or the Receivables Purchase Agreement;
(xiii) The Receivables Purchase Agreement and the
Sale and Servicing Agreement have been duly authorized,
executed and delivered by AICCO;
(xiv) The issue and sale of the Notes and the
compliance by AICCO with all of the provisions of the Notes,
the Sale and Servicing Agreement and the Receivables Purchase
Agreement and the consummation of the transactions therein
contemplated will not, to the knowledge of such counsel,
conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or
result in the creation of any Liens upon any property or
assets of AICCO pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or
instrument to which AICCO is a party or by which AICCO is
bound, or to which any of the property or assets of AICCO is
subject, nor will such actions result in any violation of the
provisions of the by-laws or certificate of incorporation of
AICCO or of any order or decree of any court, governmental
agency or body or regulatory body applicable to or having
jurisdiction over AICCO or any of its properties;
(xv) IP Finance I has been duly incorporated and is
validly existing as a Delaware corporation in good standing
under the laws of the State of Delaware, with the corporate
power and authority to own its properties and to conduct its
business as described in the Prospectus, and has corporate
power and authority to enter into the Sale and Servicing
Agreement and the Receivables Purchase Agreement and to
perform its obligations thereunder;
(xvi) There are no legal or governmental proceedings
or investigations pending to which IP Finance I is a party or
of which any property of IP Finance I is the subject, or, to
the best of such counsel's knowledge threatened against IP
Finance I, which, if determined adversely to IP Finance I,
would individually or in the aggregate have a material adverse
effect on the financial position or results of operation of IP
Finance I or on the issue and sale of the Notes or the
consummation of the transactions as contemplated by, the
14
<PAGE>
validity or enforceability of, or the ability of IP Finance I
to perform its obligations under the Sale and Servicing
Agreement or the Receivables Purchase Agreement;
(xvii) The Sale and Servicing Agreement has been duly
authorized, executed and delivered by IP Finance I;
(xviii) The issue and sale of the Notes and the
compliance by IP Finance I with all of the provisions of the
Notes, the Sale and Servicing Agreement and the Receivables
Purchase Agreement and the consummation of the transactions
therein contemplated will not, to the knowledge of such
counsel, conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default
under, or result in the creation of any Liens upon any
property or assets of IP Finance I pursuant to, any indenture,
mortgage, deed of trust, loan agreement or other material
agreement or instrument to which IP Finance I is a party or by
which IP Finance I is bound, or to which any of the property
or assets of IP Finance I is subject, nor will such actions
result in any violation of the provisions of the by-laws or
certificate of incorporation of IP Finance I or of any order
or decree of any court, governmental agency or body or
regulatory body applicable to or having jurisdiction over IP
Finance I or any of its properties;
(xix) IP Finance II has been duly incorporated and is
validly existing as a California corporation in good standing
under the laws of the State of California, with the corporate
power and authority to own its properties and to conduct its
business as described in the Prospectus, and has corporate
power and authority to enter into the Sale and Servicing
Agreement and the Receivables Purchase Agreement and to
perform its obligations thereunder;
(xx) There are no legal or governmental proceedings
or investigations pending to which IP Finance II is a party or
of which any property of IP Finance II is the subject, or, to
the best of such counsel's knowledge threatened against IP
Finance II, which, if determined adversely to IP Finance II,
would individually or in the aggregate have a material adverse
effect on the financial position or results of operation of IP
Finance II or on the issue and sale of the Notes or the
consummation of the transactions as contemplated by, the
validity or enforceability of, or the ability of IP Finance II
to perform its obligations under the Sale and Servicing
Agreement or the Receivables Purchase Agreement;
(xxi) The Sale and Servicing Agreement has been duly
authorized, executed and delivered by IP Finance II;
15
<PAGE>
(xxii) The issue and sale of the Notes and the
compliance by IP Finance II with all of the provisions of the
Notes, the Sale and Servicing Agreement and the Receivables
Purchase Agreement and the consummation of the transactions
therein contemplated will not, to the knowledge of such
counsel, conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default
under, or result in the creation of any Liens upon any
property or assets of IP Finance II pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which IP Finance II is a
party or by which IP Finance II is bound, or to which any of
the property or assets of IP Finance II is subject, nor will
such actions result in any violation of the provisions of the
by-laws or certificate of incorporation of IP Finance II or of
any order or decree of any court, governmental agency or body
or regulatory body applicable to or having jurisdiction over
IP Finance II or any of its properties;
(xxiii) IP Funding has been duly incorporated and is
validly existing as a Delaware corporation in good standing
under the laws of the State of Delaware, with the corporate
power and authority to own its properties and to conduct its
business as described in the Prospectus, and has corporate
power and authority to enter into the Sale and Servicing
Agreement and the Receivables Purchase Agreement and to
perform its obligations thereunder;
(xxiv) There are no legal or governmental proceedings
or investigations pending to which IP Funding is a party or of
which any property of IP Funding is the subject, or, to the
best of such counsel's knowledge threatened against IP
Funding, which, if determined adversely to IP Funding, would
individually or in the aggregate have a material adverse
effect on the financial position or results of operation of IP
Funding or on the issue and sale of the Notes or the
consummation of the transactions as contemplated by, the
validity or enforceability of, or the ability of IP Funding to
perform its obligations under the Sale and Servicing Agreement
or the Receivables Purchase Agreement;
(xxv) The Sale and Servicing Agreement has been duly
authorized, executed and delivered by IP Funding;
(xxvi) The issue and sale of the Notes and the
compliance by IP Funding with all of the provisions of the
Notes, the Sale and Servicing Agreement and the Receivables
Purchase Agreement and the consummation of the transactions
therein contemplated will not, to the knowledge of such
counsel, conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default
under, or result in the creation of any Liens upon any
property or assets of IP Funding pursuant to, any indenture,
mortgage, deed of trust, loan agreement or other material
16
<PAGE>
agreement or instrument to which IP Funding is a party or by
which IP Funding is bound, or to which any of the property or
assets of IP Funding is subject, nor will such actions result
in any violation of the provisions of the by-laws or
certificate of incorporation of IP Funding or of any order or
decree of any court, governmental agency or body or regulatory
body applicable to or having jurisdiction over IP Funding or
any of its properties;
(xxvii) ART has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the State of Delaware, with power and authority to enter into
and perform its obligations under the Underwriting Agreement,
the Sale and Servicing Agreement, the Receivables Purchase
Agreement and the Support Agreement;
(xxviii) There are no legal or governmental
proceedings or investigations pending to which ART is a party
or of which any property of ART is the subject, or, to the
best of such counsel's knowledge threatened against ART,
which, if determined adversely to ART, would individually or
in the aggregate have a material adverse effect on the
financial position or results of operation of ART or on the
issue and sale of the Notes or the consummation of the
transactions as contemplated by, the validity or
enforceability of, or the ability of ART to perform its
obligations under the Underwriting Agreement, the Sale and
Servicing Agreement, the Receivables Purchase Agreement or the
Support Agreement;
(xxix) The Underwriting Agreement, the Sale and
Servicing Agreement, the Receivables Purchase Agreement and
the Support Agreement have been duly authorized, executed and
delivered by ART; and
(xxx) The issue and sale of the Notes and the
compliance by ART with all of the provisions of the Notes, the
Sale and Servicing Agreement, the Receivables Purchase
Agreement, the Support Agreement and the Underwriting
Agreement and the consummation of the transactions therein
contemplated will not, to the knowledge of such counsel,
conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or
result in the creation of any Liens upon any property or
assets of ART pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or
instrument to which ART is a party or by which ART is bound,
or to which any of the property or assets of ART is subject,
nor will such actions result in any violation of the
provisions of the by-laws or certificate of incorporation of
17
<PAGE>
ART or of any order or decree of any court, governmental
agency or body or regulatory body applicable to or having
jurisdiction over ART or any of its properties.
(g) On the effective date of the Registration Statement and
the effective date of the most recently filed post-effective amendment
to the Registration Statement and also at the Time of Delivery,
[Coopers & Lybrand] shall have furnished to the Underwriters letters,
dated the respective dates of delivery thereof, in form and substance
reasonably satisfactory to the Underwriters, containing statements and
information of the type customarily included in accountants' "comfort
letters" and "specified procedures letters" to underwriters with
respect to certain financial information contained in the Registration
Statement and the Prospectus;
(h) The Law Department of the Bank One, National Association,
counsel for the Trustee, shall have furnished to the Underwriters its
written opinion, addressed to the Underwriters and dated the Time of
Delivery, in form and substance reasonably satisfactory to the
Underwriters and their counsel, substantially to the effect that:
(i) The Trustee is a national banking association
duly organized and validly existing and in good standing under
the laws of the United States, with power and authority
(corporate and other) to own its properties;
(ii) The Trustee has full power and authority to
execute and deliver the Sale and Servicing Agreement, the Base
Indenture and the Letter Agreement, to act as Trustee
thereunder and to conduct its trust business as presently
conducted by it;
(iii) The Trustee has duly authorized, executed and
delivered the Sale and Servicing Agreement and the Base
Indenture and accepted its appointment as trustee thereunder,
and, assuming the due execution and delivery by the
Transferor, the Base Indenture, the Originators and the
Servicer of the Sale and Servicing Agreement and that the Sale
and Servicing Agreement and the Base Indenture constitute the
legal, valid and binding obligation of the other parties
thereto, the Sale and Servicing Agreement and the Base
Indenture constitute the legal, valid and binding agreement of
the Trustee, enforceable against the Trustee in accordance
with their respective terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting the enforceability of
creditors' rights generally, and to the effect of general
principles of equity (regardless of whether considered in a
proceeding at law or in equity);
(iv) The Trustee has duly authorized, executed and
delivered the Letter Agreement and, assuming the due execution
and delivery by AIG of the Letter Agreement, such agreement
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<PAGE>
constitutes the legal, valid and binding agreement of the
Trustee enforceable in accordance with its terms, subject to
the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting
the enforceability of creditors' rights generally, and to the
effect of general principles of equity (regardless of whether
considered in a proceeding at law or in equity);
(v) The Notes have been duly executed, authenticated
and delivered by the Trustee pursuant to the Base Indenture;
(vi) No consent, approval, order or authorization of,
or declaration or filing with, any court or governmental or
regulatory agency or body of the United States of America or
the [State of Illinois] relating to the banking or trust
powers of the Trustee is required in connection with the
execution and delivery by the Trustee of the Sale and
Servicing, the Base Indenture Agreement and the Letter
Agreement or the performance by the Trustee thereunder;
(vii) There are no proceedings or investigations
pending or, to the best knowledge of such counsel, threatened,
against or affecting the Trustee which, if determined
adversely to the Trustee, would individually or in the
aggregate affect the ability of the Trustee to carry out the
transactions contemplated in the Sale and Servicing Agreement,
the Base Indenture and the Letter Agreement;
(viii) The execution and delivery by the Trustee of
the Sale and Servicing Agreement, the Base Indenture and the
Letter Agreement and the performance by the Trustee of their
terms do not conflict with or result in a violation of (A) any
law or regulation of the United States of America or the
[State of Illinois] governing the banking or trust powers of
the Trustee or (B) the articles of association or by-laws of
the Trustee; and
(ix) The Trustee has duly accepted appointment as
trustee under the Base Indenture and the Sale and Servicing
Agreement and, as of the Time of Delivery, the Base Indenture
and the Sale and Servicing Agreement are in full force and
effect with respect to the Trustee; and the Trustee meets all
the requirements set forth in Section 11.9 of the Base
Indenture and has full power and authority to fulfill the
obligations of the Trustee contemplated by and described in
the Sale and Servicing Agreement, the Base Indenture and in
the Letter Agreement;
(i) The Underwriters shall have received evidence satisfactory
to them that the Class [___] Notes have been rated [AAA] by Standard &
Poor's Ratings Group ("Standard & Poor's") and [Aaa] by Moody's
Investors Service, Inc. ("Moody's") and that the Class [___] Notes have
been rated [A] by Standard & Poor's and [A2] by Moody's and neither
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<PAGE>
Standard & Poor's nor Moody's shall have rescinded, lowered or placed
under surveillance or review such ratings;
(j) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in Delaware, New
York or California declared by relevant authorities; or (iii) the
outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war, if
the effect of any such event specified in clause (iii) in the judgment
of the Underwriters makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Offered Notes on the
terms and in the manner contemplated by this Agreement and in the
Prospectus or materially and adversely affects the market for the
Offered Notes;
(k) The Underwriters shall have received evidence satisfactory
to them that, on or before the Time of Delivery, appropriate UCC
financing statement forms have been filed in the appropriate filing
offices of the States of New York and California and such other
jurisdictions as counsel to the Underwriters deems appropriate;
(l) At the Time of Delivery, the Underwriters shall have
received any and all opinions of counsel and other memoranda prepared
by any such counsel to the Transferor and the Originators which have
been addressed to or supplied to each Rating Agency rating the Notes
concerning, among other things, the interest of the Trust in the
Receivables and collections due or to become due with respect thereto.
Any such opinions or memoranda shall be dated the Time of Delivery and
shall be addressed to the Underwriters or shall indicate that the
Underwriters may rely on such opinions or memoranda as though such
opinions or memoranda were addressed to the Underwriters themselves;
(m) No Pay Out Event or other event or condition, which event
or condition with notice, the passage of time or both would result in a
Pay Out Event, shall have occurred or shall exist with respect to the
Notes at the Time of Delivery;
(n) The Trustee shall have confirmed to the Underwriters (by
providing copies thereof to the Underwriters) that it has received the
Tax Opinion, the written confirmation from each Rating Agency and the
Officer's Certificate required under Section 2.2(vii) of the Base
Indenture in connection with the issuance of the Offered Notes;
(o) The Trustee shall have confirmed to the Underwriters (by
providing a copy thereof to the Underwriters) that it has received the
Opinion of Counsel required under Section 13.01(g) of the Sale and
Servicing Agreement in connection with the amendments to the Sale and
Servicing Agreement.
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(p) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto and
thereto, including all legal opinions, shall be reasonably satisfactory
in form and substance to the Underwriters and their counsel, and the
Underwriters and their counsel shall have received such information,
certificates or documents as they or their counsel may reasonably
request.
8. (a) The Transferor will indemnify and hold harmless the Underwriters
against any losses, claims, damages or liabilities to which the Underwriters may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in Preliminary Prospectus, the Registration Statement or the
Prospectus and any other prospectus relating to the Offered Notes, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Underwriters for any legal or other expenses reasonably incurred
by the Underwriters in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Transferor shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
Preliminary Prospectus, the Registration Statement, the Prospectus or any other
prospectus relating to the Offered Notes or any such amendment or supplement in
reliance upon and in conformity with written information furnished to ART by the
Underwriters expressly for use therein;
(b) The Underwriters will indemnify and hold harmless the Transferor
against any losses, claims, damages or liabilities to which the Transferor may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in Preliminary Prospectus, the Registration Statement, the Prospectus
and any other prospectus relating to the Offered Notes, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Preliminary
Prospectus, the Prospectus and any other prospectus relating to the Offered
Notes or any such amendment or supplement in reliance upon and in conformity
with written information furnished to ART by the Underwriters expressly for use
therein; and will reimburse the Transferor for any legal or other expenses
reasonably incurred by the Transferor in connection with investigating or
defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
21
<PAGE>
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.
(d) If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Transferor on the one hand and the
Underwriters on the other from the offering of the Offered Notes to which such
loss, claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Transferor on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Transferor on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Transferor bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
22
<PAGE>
alleged omission to state a material fact relates to information supplied by or
on behalf of the Transferor on the one hand or by the Underwriters on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Transferor and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), the
Underwriters shall not be required to contribute any amount in excess of the
amount by which the total price at which the Offered Notes underwritten by them
and distributed to the public were offered to the public exceeds the amount of
any damages which the Underwriters have otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
(e) The obligations of the Transferor under this Section 8 shall be in
addition to any liability which the Transferor may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
the Underwriters within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Transferor and to each person,
if any, who controls the Transferor within the meaning of the Act.
9. The respective indemnities, agreements, representations, warranties
and other statements of the Transferor and the Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of the Underwriters or any controlling person of the Underwriters, or the
Transferor or any officer, director or controlling person of the Transferor, and
shall survive delivery of and payment for the Offered Notes.
10. If Offered Notes are not delivered by or on behalf of the
Transferor as provided herein due to (i) a default by the Transferor or (ii)
failure by the appropriate party to fulfill any of the conditions precedent
listed herein under Section 7, except for those contained in subsection (j)
thereof, the Transferor will reimburse the Underwriters for all out-of-pocket
expenses approved in writing by the Underwriters, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Offered Notes, but the
Transferor shall then be under no further liability to the Underwriters except
as provided in Section 6 and Section 8 hereof.
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11. All statements, requests, notices and communications hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to Goldman, Sachs & Co., at 85 Broad
Street, New York, New York 10004, Attention: Registration Department; if to ART
shall be delivered or sent by mail, telex or facsimile transmission to 160 Water
Street, New York 10038, Attention: President, with a copy to AIG, Attention:
General Counsel, 70 Pine Street, New York, New York 10270. Any such statements,
requests, notices or communications shall take effect upon receipt thereof.
12. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Transferor and, to the extent provided in
Section 8 and Section 9 hereof, the officers and directors of the Transferor and
each person who controls the Transferor or the Underwriters, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Offered Notes from the Underwriters shall
be deemed a successor or assign by reason merely of such purchase. No right or
duty under this Agreement may be assigned or delegated by the Transferor without
the prior written consent of the Underwriters and any such assignment or
delegation made without such consent shall be null and void for all purposes.
13. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
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15. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
If the foregoing is in accordance with the Underwriters' understanding,
the Underwriters shall sign and return three counterparts hereof, and upon the
acceptance hereof by the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement between the Transferor and the
Underwriters.
A.I. RECEIVABLES TRANSFER CORP.
By:
----------------------------
Name:
Title:
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.,
As Underwriters
By:
---------------------------------
Name:
Title:
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Exhibit 1
Form of Opinion of Weil, Gotshal & Manges
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