Agreement to Terminate Intercompany Loan, dated as of March 21, 2012



 Exhibit 10.1 
 EXECUTION VERSION 
 AGREEMENT TO TERMINATE INTERCOMPANY LOAN 

This AGREEMENT TO TERMINATE INTERCOMPANY LOAN (this “Agreement”) is entered into as of March 21, 2012, by and among
American International Group, Inc., a Delaware corporation (“AIG”), AIA Aurora LLC, a Delaware limited liability company (the “AIA SPV”), AM Holdings LLC (formerly known as ALICO Holdings LLC), a Delaware limited
liability company (the “ALICO SPV”), and the United States Department of the Treasury (the “UST”). 
 WHEREAS, AIG, the ALICO SPV, the AIA SPV and the UST are parties to the Master Transaction Agreement, dated as of December 8, 2010 (as amended, the “Master Transaction Agreement”),
among AIG, the ALICO SPV, the AIA SPV, the Federal Reserve Bank of New York, the UST and the AIG Credit Facility Trust; 

WHEREAS, on January 14, 2011, the AIA SPV and AIG entered into the AIA Aurora LLC Intercompany Loan Agreement (the “AIA SPV
Intercompany Loan Agreement”), pursuant to which the AIA SPV advanced a loan to AIG (the “AIA SPV Intercompany Loan”), of which the approximate amount of $10,367,177,408 is outstanding as of the date hereof; 

WHEREAS, contemporaneously with the execution of the AIA SPV Intercompany Loan Agreement, AIG, the AIA SPV, the ALICO SPV and the
Guarantors party thereto entered into the Guarantee, Pledge and Proceeds Application Agreement, dated as of January 14, 2011 (as amended, the “GPPA”), which provides, among other things, for security for AIG’s obligations
under the AIA SPV Intercompany Loan Agreement and pursuant to which the ALICO SPV has guaranteed the repayment of the AIA SPV Intercompany Loan; and 
 WHEREAS, the AIA SPV and AIG wish to terminate the AIA SPV Intercompany Loan Agreement and cancel the remaining principal amount of the AIA SPV Intercompany Loan, upon the terms and subject to the
conditions set forth herein; 
 NOW, THEREFORE, for other good and valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Defined Terms. As used in this
Agreement: 
 “AIA SPV Preferred Payment” shall have the meaning assigned to the term “Preferred
Payment” in the AIA SPV LLC Agreement. 
 “Release Conditions” shall have the meaning assigned in the GPPA.

 “Secured Guarantee” shall have the meaning assigned in the GPPA. 







 “Transaction Liens” shall have the meaning assigned in the GPPA.

 Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Master Transaction
Agreement. 
 2. Termination of AIA SPV Intercompany Loan. The AIA SPV and AIG agree that, immediately following
the receipt by the AIA SPV of a partial repayment of the AIA SPV Intercompany Loan in an amount at least equal to the amount needed, together with any cash currently held by the AIA SPV, to fully pay the AIA SPV Preferred Payment (the
“Partial Loan Repayment”) and prior to the distribution described in Section 3 below, the AIA SPV Intercompany Loan Agreement shall terminate in all respects, the AIA SPV Intercompany Loan shall no longer be outstanding, and
AIG and the AIA SPV shall have no further rights, obligations or liabilities under or in connection with the AIA SPV Intercompany Loan Agreement. The UST hereby consents to the foregoing. 

3. AIA SPV Preferred Payment. The parties hereto acknowledge that the Partial Loan Repayment will constitute a
“Qualifying Event” with respect to the AIA SPV under the AIA SPV LLC Agreement. Immediately after the termination of the AIA SPV Intercompany Loan Agreement pursuant to Section 2 above, the AIA SPV shall distribute to the UST the
Partial Loan Repayment in accordance with Section 5.03 of the AIA SPV LLC Agreement, and the requisite amount of cash currently held by the AIA SPV in accordance with Section 5.02 of the AIA SPV LLC Agreement, to fully pay the AIA SPV
Preferred Payment. 
 4. Release of Collateral. The parties hereto acknowledge that upon the distribution
of the AIA SPV Preferred Payment pursuant to Section 3 above, all Secured Obligations shall have been paid in full and the Release Conditions shall have been satisfied and, effective as of receipt by the UST of such distribution, the Secured
Guarantees shall be released and all Transaction Liens granted pursuant to Section 3 of the GPPA shall terminate. 

Sections 1.02 (Other Definitional and Interpretative Provisions), 12.01 (Notices), 12.03 (Amendments and Waivers), 12.07 (Governing Law;
Submission to Jurisdiction; Service of Process), 12.08 (WAIVER OF JURY TRIAL) and 12.09 (Counterparts; Effectiveness) of the Master Transaction Agreement are incorporated herein by reference as if fully set forth herein. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above by their respective duly authorized officers. 
  

					
	AMERICAN INTERNATIONAL GROUP, INC.
		
	By:	 	 /s/ Brian T. Schreiber

		 	Name:	 	Brian T. Schreiber
		 	Title:	 	Executive Vice President and Treasurer


  

					
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Timothy G. Massad

		 	Name:	 	Timothy G. Massad
		 	Title:	 	Assistant Secretary for Financial Stability


  

					
	AIA AURORA LLC
		
	By:	 	 /s/ Brian T. Schreiber

		 	Name:	 	Brian T. Schreiber
		 	Title:	 	Manager


  

					
	AM HOLDINGS LLC
		
	By:	 	 /s/ Brian T. Schreiber

		 	Name:	 	Brian T. Schreiber
		 	Title:	 	Manager


 [Signature Page to Agreement to Terminate Intercompany Loan]