8. Miscellaneous for Transatlantic

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TRH » Topics » 8. Miscellaneous

This excerpt taken from the TRH 8-K filed May 28, 2009.

8. Miscellaneous

(a) Remedies. Each Holder, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each party agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(c) Amendment and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the parties hereto.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing and delivered personally, by telegram, by telecopy or sent by overnight courier, postage prepaid:

(i) if to a Holder, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 8(d), which address initially is American International Group, Inc., 70 Pine Street, New York, New York 10270, Attention: General Counsel, with a copy to Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, Attention: Robert E. Buckholz, Jr., Esq.; or

(ii) if to the Company, at Transatlantic Holdings, Inc., 80 Pine Street, New York, New York 10005, Attention: Gary Schwartz, with a copy to Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166, Attention: Lois Herzeca

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by telegram or telecopy shall be deemed delivered when evidence of the transmission is received by the sender and shall be confirmed in writing by overnight courier, postage prepaid. Notice given by overnight courier as set out above shall be deemed delivered the business day after the date the same is mailed.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities and the Indemnified Persons specified in Section 6. The Company may not assign its rights or delegate its obligations under this Agreement without the prior written consent of AIG and the Holders.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) GOVERNING LAW

This excerpt taken from the TRH 10-K filed Mar 15, 2006.

8. Miscellaneous

(a) Remedies. Each Holder of Registrable Securities, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(c) Amendment and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of AIG and the Holders.

(i) if to a Holder of Registrable Securities, at the most current address given by such Holder to the Company in accordance with the provisions of this Section 9(e), which address initially is American International Group, Inc., 70 Pine Street, New York, New York 10270, Attention: Secretary, with a copy to Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, Attention: Robert W. Reeder, III, Esq.;

(ii) if to the Company, at Transatlantic Holdings, Inc., 80 Pine Street, New York, New York 10005, Attention: Gary Schwartz, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, Attention: Lois Herzeca

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by telegram or telecopy shall be deemed delivered when evidence of the transmission is received by the sender and shall be confirmed in writing by overnight courier, postage prepaid. Notice given by overnight courier as set out above shall deemed delivered the business day after the date the same is mailed.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.

(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(j) Attorneys' Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees in addition to its costs and expenses and any other available remedy.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.

	TRANSATLANTIC HOLDINGS, INC.

	By:	/s/ GARY SCHWARTZ Name: Gary Schwartz Title: Senior Vice President & General Counsel

	AMERICAN INTERNATIONAL GROUP, INC.
	By:	/s/ ROBERT A. GENDER Name: Robert A. Gender Title: Vice President & Treasurer

	By:	/s/ KATHLEEN E. SHANNON Name: Kathleen E. Shannon Title: Senior Vice President & Secretary

	AIG GLOBAL INVESTMENT CORP., as investment adviser to the Designated Subsidiaries of AIG listed below

	By:	/s/ WIN J. NEUGER Name: Win J. Neuger Title: Chairman & CEO

	Designated Subsidiaries of AIG The Variable Annuity Life Insurance Company AIG Annuity Insurance Company AIG Life Insurance Company American International Life Assurance Company of New York American General Life Insurance Company The United States Life Insurance Company in the City of New York AIG Edison Life Insurance Company

This excerpt taken from the TRH 8-K filed Dec 15, 2005.

MISCELLANEOUS

Section 3.1

Relationship to Basic Indenture

The First Supplemental Indenture is a supplemental indenture within the meaning of the Basic Indenture. The Basic Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the Notes, the Basic Indenture, as supplemented and amended by this First

Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

Section 3.2

Modification of the Basic Indenture

Except as expressly modified by this First Supplemental Indenture, the provisions of the Basic Indenture shall govern the terms and conditions of the Notes.

Section 3.3

Governing Law

This instrument shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 3.4

Counterparts

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 3.5

Trustee Makes No Representation

The recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the day and year first above written.

TRANSATLANTIC HOLDINGS, INC.

By:	/s/ Gary A. Schwartz
	Name: Gary A. Schwartz Title: Senior Vice President and General Counsel


THE BANK OF NEW YORK, as Trustee

By:	/s/ Julie Salovitch Miller
	Name: Julie Salovitch Miller Title: Vice President

EXCERPTS ON THIS PAGE:

8-K	May 28, 2009

10-K	Mar 15, 2006

8-K	Dec 15, 2005

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