Exhibit 4.10


 


GUARANTEE OF

AMERICAN INTERNATIONAL GROUP, INC.


 


Guarantee, dated
as of June 23, 2004, by American International Group, Inc., a Delaware
corporation (the “Guarantor”), in favor of GE Capital Credit Card Master Note
Trust, a Delaware statutory trust (the “Guaranteed Party”).


 


1.             Guarantee. To induce the
Guaranteed Party to enter into a Master Agreement, dated as of June 23, 2004,
pursuant to which the Guaranteed Party and AIG Financial Products Corp., a
Delaware corporation (the “Company”), have entered and/or anticipate entering
into one or more Transactions (as defined therein), the confirmation of each of
which supplements, forms a part of, and will be read and construed as one with,
such Master Agreement (as amended or modified from time to time, such Master
Agreement together with such confirmations are collectively referred to herein
as the “Agreement”), the Guarantor absolutely, unconditionally and irrevocably
guarantees to the Guaranteed Party and its successors, endorsees and assigns the
prompt payment when due, subject to any applicable grace period, of all present
and future payment obligations of the Company to the Guaranteed Party arising
out of Transactions entered into under the Agreement (the “Obligations”). This
Guarantee is a Credit Support Document as contemplated in the Agreement.


 


2.             Nature of Guarantee. The
Guarantor’s obligations hereunder shall not be affected by the existence,
validity, enforceability, perfection or extent of any collateral therefor or by
any other circumstance relating to the Obligations that might otherwise
constitute a legal or equitable discharge of or defense to the Guarantor not
available to the Company. The Guarantor agrees that the Guaranteed Party may
resort to the Guarantor for payment of any of the Obligations whether or not
the Guaranteed Party shall have resorted to any collateral therefor or shall
have proceeded against the Company or any other obligor principally or
secondarily obligated with respect to any of the Obligations. The Guaranteed Party
shall not be obligated to file any claim relating to the Obligations in the
event that the Company becomes subject to a bankruptcy, reorganization or
similar proceeding, and the failure of the Guaranteed Party to so file shall
not affect the Guarantor’s obligations hereunder. In the event that any payment
to the Guaranteed Party in respect of any Obligations is rescinded or must
otherwise be returned for any reason whatsoever, the Guarantor shall remain
liable hereunder with respect to such Obligations as if such payment had not
been made. The Guarantor reserves the right to assert defenses which the
Company may have to payment of any Obligations other than defenses arising from
the bankruptcy or insolvency of the Company and other defenses expressly waived
hereby.


 


3.             Changes in Obligations, Collateral
therefor and Agreements Relating thereto; Waiver of Certain Notices. The
Guarantor agrees that the Guaranteed Party may at any time and from time to
time, either before or after the maturity thereof, without notice to or further
consent of the Guarantor, extend the time of payment of, exchange or surrender
any collateral for, or renew any of the Obligations, and may also make any
agreement with the Company or with any other party to or person liable on any of
the Obligations or interested therein, for the extension, renewal, payment,
compromise,


 

















 


discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or
of any agreement between the Guaranteed Party and the Company or any such other
party or person without in any way impairing or affecting this Guarantee. The
Guarantor waives notice of the acceptance of this Guarantee and of the
Obligations, presentment, demand for payment, notice of dishonor and protest.


 


4.             Expenses. The Guarantor
agrees to pay on demand all fees and out of pocket expenses (including the
reasonable fees and expenses of the Guaranteed Party’s counsel) in any way
relating to the enforcement or protection of the rights of the Guaranteed Party
hereunder; provided, that the Guarantor shall not be liable for any expenses of
the Guaranteed Party if no payment under this Guarantee is due.


 


5.             Subrogation. Upon
payment of any of the Obligations, the Guarantor shall be subrogated to the
rights of the Guaranteed Party against the Company with respect to such
Obligations, and the Guaranteed Party agrees to take at the Guarantor’s expense
such steps as the Guarantor may reasonably request to implement such
subrogation.


 


6.             No Waiver; Cumulative Rights. No
failure on the part of the Guaranteed Party to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Guaranteed Party of
any right, remedy or power hereunder preclude any other or future exercise of
any right, remedy or power. Each and every right, remedy and power hereby
granted to the Guaranteed Party or allowed it by law or other agreement shall
be cumulative and not exclusive of any other, and may be exercised by the
Guaranteed Party at any time or from time to time.


 


7.             Representations and Warranties. The
Guarantor hereby represents and warrants that:


 


(a)            the Guarantor is duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has full corporate power to execute, deliver and perform this
Guarantee;


 


(b)           the execution, delivery
and performance of this Guarantee have been and remain duly authorized by all
necessary corporate action and do not contravene any provision of the
Guarantor’s certificate of incorporation or by-laws, as amended to date, or any
law, regulation, rule, decree, order, judgment or contractual restriction
binding on the Guarantor or its assets;


 


(c)           all consents, licenses,
clearances, authorizations and approvals of, and registrations and declarations
with, any governmental authority or regulatory body necessary for the due
execution, delivery and performance of this Guarantee have been obtained and
remain in full force and effect and all conditions thereof have been duly
complied with, and no other action by, and no notice to or filing with, any
governmental authority or regulatory body is required in connection with the
execution, delivery or performance of this Guarantee; and


 

















 


(d)           this Guarantee
constitutes a legal, valid and binding obligation of the Guarantor enforceable
against the Guarantor in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


8.             Assignment. Neither the
Guarantor nor the Guaranteed Party may assign its rights, interests or
obligations hereunder to any other person (except by operation of law) without
the prior written consent of the Guarantor or the Guaranteed Party, as the case
may be, provided,  however, that the Guaranteed Party may assign
its rights, interests and obligations hereunder to an assignee or transferee to
which it has transferred its interests and obligations under the Agreement
pursuant to Section 7 thereof or pursuant to the Schedule thereto.


 


9.             Notices. All notices or
demands on the Guarantor shall be deemed effective when received, shall be in
writing and shall be delivered by hand or by registered mail, or by facsimile
transmission promptly confirmed by registered mail, addressed to the Guarantor
at:


 


American
International Group, Inc.


70 Pine
Street, New York, NY 10270


Attention:
Secretary Facsimile: (212)


514-6894


 


or to such other address or facsimile number as the Guarantor shall
have notified the Guaranteed Party in a written notice delivered to the
Guaranteed Party in accordance with the Agreement.


 


10.           Continuing Guarantee. Subject
to the provisions of Section 11 hereof, this Guarantee shall remain in full
force and effect and shall be binding on the Guarantor, its successors and
assigns until all of the Obligations have been satisfied in full.


 


11.           Termination. This Guarantee
may be terminated by the Guarantor upon 5 days’ written notice to the Guaranteed
Party, provided that this Guarantee shall remain in full force and
effect with respect to Obligations incurred by the Company as a result of
Transactions entered into prior to the effective date of such termination.


 


12.           Governing Law. This
Guarantee shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws.


 

















 


IN WITNESS WHEREOF, this
Guarantee has been duly executed and delivered by the Guarantor to the
Guaranteed Party as of the date first above written.


 


	
   

  	
  AMERICAN INTERNATIONAL GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jason Smythe

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen E. Shannon