AMENDMENT LETTER TO LENDERS PARTY TO THE CREDIT AGREEMENT REFERENCED BELOW
Exhibit 10.34
EXECUTION VERSION
AMENDMENT LETTER
TO
LENDERS PARTY TO THE CREDIT AGREEMENT REFERENCED BELOW
November 23, 2020
Reference is made to the Fourth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) dated as of June 27, 2017, among AMERICAN INTERNATIONAL GROUP, INC. (the “Company”), the subsidiary borrowers party thereto, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and each Several L/C Agent party thereto. Terms used but not defined herein shall have the meanings provided in the Credit Agreement.
Each Lender is hereby requested by the Company to confirm its agreement that (i) clause (a) of the definition of “Consolidated Net Worth” in the Credit Agreement is amended in its entirety to read “(a) accumulated other comprehensive income (or loss) (adjusted for the Fortitude Re Adjustment Amount)” and (ii) the following new definition is added in the appropriate alphabetical location: “Fortitude Re Adjustment Amount” means, at any date, the amount (if any) of cumulative unrealized gains and losses related to Fortitude Re’s Funds Withheld Assets (as such term is used in the Company’s most recent financial statement delivered in accordance with Section 5.01) as included in accumulated other comprehensive income (or loss).”. The undersigned is in agreement with the foregoing. Please signify your agreement with the foregoing by signing and returning a copy of this Amendment Letter to Xxxx Xxxxxx (via pdf email at xxxxxxx0@xxxxxxx.xxx) at your earliest convenience but not later than 3:00 p.m., New York City time, Friday, November 20th.
Except as expressly modified by this Amendment Letter, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents, and all rights and remedies of the Lenders and the Administrative Agent and all of the obligations of the Loan Parties, shall remain in full force and effect. From and after the effectiveness of this Amendment Letter, the term “Agreement” (or words of similar import) in the Credit Agreement, and all references to the Credit Agreement in any related document, shall mean the Credit Agreement as modified by this Amendment Letter. This Amendment Letter shall constitute a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents. The Company hereby represents and warrants to the Lenders and the Administrative Agent that (i) the representations and warranties of the Company and each Subsidiary Borrower (if any) set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representations and warranties qualified as to materiality, in all respects) on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specified date, as of such specified date) and as if each reference to “this Agreement” included reference to this Agreement Letter (it being agreed that it shall be deemed to be an Event of Default under the Credit Agreement if any of the foregoing representations and warranties shall prove to have been false in any material respect when made) and (ii) at the time of and immediately after giving effect to this Amendment Letter, no Default has occurred and or is continuing.
This Amendment Letter may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page of
this Amendment Letter by telecopy, emailed pdf. or any other electronic means
that reproduces an image
of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment Letter. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment Letter and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent. “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
This Amendment Letter shall be construed in accordance with and governed by the law of the State of New York.
Please direct any questions of a legal nature to Xxxx Xxxxxx at Milbank LLP (xxxxxxx0@xxxxxxx.xxx, 212-530-5448). Questions of a business nature should be directed to Xxx Xxxxxx (xxx.xxxxxx@xxxxxxxx.xxx) or Xxxx Xxxxxxxx (xxxx.xxxxxxxx@xxxxxxxx.xxx) of JPMorgan Chase Bank, N.A.
[Signature pages follow]
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By: /s/ Xxxxxx Xxxx Xxxxxxx
Name: Xxxxxx Xxxx Xxxxxxx
Title: Vice President and Treasurer
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President, Deputy CFO, Treasurer, Investor and Rating Agency Relations
SO AGREED:
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxx Xxxx Xxxxxxx
Name: Xxxxxx Xxxx Xxxxxxx
Title: Vice President
SO AGREED:
CITIBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SO AGREED:
BANK OF AMERICA, N.A.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Director
SO AGREED:
STANDARD CHARTERED BANK
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Associate Director
SO AGREED:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Vice President
SO AGREED:
NATIONAL AUSTRALIA BANK LIMITED
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Director
SO AGREED:
UNICREDIT BANK AG, NEW YORK BRANCH
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Director
By: /s/ Xxxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxxx Xxxxxxxx
Title: Director
SO AGREED:
MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Administrative Vice President
SO AGREED:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By: /s/ Cliodhna Ni Bhraonain
Name: Cliodhna Ni Bhraonain
Title: Manager
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
SO AGREED:
ROYAL BANK OF CANADA
By: /s/ Xxxxxx Skripnichenko
Name: Xxxxxx Skripnichenko
Title: Authorized Signatory
SO AGREED:
NOMURA CORPORATE FUNDING AMERICAS, LLC.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Executive Director
SO AGREED:
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
SO AGREED:
BARCLAYS BANK PLC
By: /s/ Xxxx Xxx
Name: Xxxx Xxx
Title: Assistant Vice President
SO AGREED:
HSBC BANK USA, N.A.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President, Financial Institutions Group
SO AGREED:
MIZUHO BANK, LTD.
By: /s/ Xxxxx XxXxxxxxxxx
Name: Xxxxx XxXxxxxxxxx
Title: Authorized Signatory
SO AGREED:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Associate Director
SO AGREED:
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
SO AGREED:
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Director
SO AGREED:
XXXXXX XXXXXXX BANK, N.A.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Authorized Signatory
SO AGREED:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
SO AGREED:
XXXXXXX SACHS BANK USA
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
SO AGREED:
CREDIT SUISSE AG, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SO AGREED:
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
Xxxxx.xxxxx@xx.xxx
x0-000-000-0000
By: /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Director
Xxxx.x.xxx@xx.xxx
x0-000-000-0000
SO AGREED:
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
SO AGREED:
THE BANK OF NEW YORK MELLON
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Director
SO AGREED:
MUFG BANK, LTD.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
SO AGREED:
SOCIETE GENERALE
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director
SO AGREED:
NATWEST MARKETS PLC
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Director
SO AGREED:
NATIXIS, NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxx Xx
Name: Xxxx Xx
Title: Associate
SO AGREED:
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxx Xx
Name: Xxxx Xx
Title: Associate
SO AGREED:
ING BANK N.V.
By: /s/ X.X. Xxxxxxxxxxx
Name: X.X. Xxxxxxxxxxx
Title: Director
By: /s/ X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title: Managing Director
SO AGREED:
BNP PARIBAS
By: /s/ Xxxxxxxxxx Xxxxx
Name: Xxxxxxxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
SO AGREED:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
