Attachment Grant

Grant

DECISION submitted by FCC

Grant

2009-03-03

This document pretains to SES-STA-20090203-00126 for Special Temporal Authority on a Satellite Earth Station filing.

IBFS_SESSTA2009020300126_698051

59503?1 SES—5TA—20090203—00126 182009000316 American General Finance, Inc. Approved by OMB 3060—0678 APPLICATION FOR EARTH STATION SPECIAL TEMPORARY AUTHORITY APPLICANT INFORMATIONEnter a description of this application to identify it on the main menu: STA for transfer of control of American General Finance to AIG Credit Facility Turst 1. Applicant Name: American General Finance, Inc. Phone Number: 812—424—8031 DBA Name: Fax Number: Street: 601 N.W. Second Street E—Mail: P.O. Box 59 City: Evansville State: IN Country: USA Zipcode: 47701 —0059 Attention: Jack Erkilla o 203— m«Sex—sra— 0 (p 200012 zl 09 casss( compe<l (or other identificr) Q“T@Dmf;”/ ‘slilo /0

2. Contact Name: Elizabeth Park Phone Number: 2026372200 Company: Latham & Watkins LLP Fax Number: 2026372201 Street: 555 Eleventh Street, NW E—Mail: elizabeth.park@Iw.com Suite 1000 City: Washington State: DC Country: USA Zipcode: 20004 —1304 Attention: Elizabeth Park Relationship: Legal Counsel {If your application is related to an application filed with the Commission, enter either the file number or the IB Submission ID of the related application. Please enter only one.) 3. Reference File Number or Submission ID 42. Is a fee submitted with this application? © If Yes, complete and attach FCC Form 159. If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114). C Governmental Entity C Noncommercial educational licensee C Other(please explain): 4b. Fee Classification CGV — Fixed Satellite VSAT System 5. Type Request C Use Prior to Grant 0 Change Station Location @© Other 6. Requested Use Prior Date 02/04/2009 7. City 8. Latitude (dd mmsssh) 0 0 00

9. State 10. Longitude (ddmmsssh) 0 0 0.0 11. Please supply any need attachments. Attachment 1: Attachment 1 Attachment 2: Attachment 3: 12. Description. (If the complete description does not appearin this box, please go to the end ofthe form to view it in its entirety.) See Attachment 1 13. By checking Yes, the undersigned certifies that neither applicant nor any other party to the application is Yes £3 No subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of a conviction for possession or distribution ofa controlled substance. See 47 CFR 1.2002(b) for the meaning of &quot;party to the application&quot; for these purposes. 14. Name of Person Signing 15. Title of Person Signing Jack Erkilla Deputy General Counsel WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR IMPRISONMENT (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION (U.S. Code, Title 47, Section 312(a)(1)}, AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT The public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the required data, and completing and reviewing the collection ofinformation. If you have any comments on this burden estimate, or how we can improve the collection and reduce the burden it causes you, please write to the Federal Communications Commission, AMD—PERM, Paperwork Reduction Project (3060—0678), Washington, DC 20554. We will also accept your comments regarding the Paperwork Reduction Act aspects ofthis collection via the Internetif you send them to jboley@fec.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS. Remember — You are not required to respond to a collection of information sponsored by the Federal government, and the government may not conduct or sponsor this collection, unless it displays a currently valid OMB control number or if we fail to provide you with this notice. This collection has been assigned an OMB control number of 3060—0678. THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995, PUBLIC LAW 104—13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507.

American General Finance, Inc. Application for Transfer of Control Request for Special Temporary Authorization DESCRIPTION OF REQUEST FOR SPECIAL TEMPORARY AUTHORIZATION American General Finance, Inc. ("AGF") hereby requests special temporary authorization ("STA") to permit the consummation of a transfer of control of AGF from the shareholders of its ultimate parent entity, American International Group, Inc. ("AIG"), to AIG Credit Facility Trust (the "Trust"), a trust established for the benefit of the United States Treasury in connection with the government bailout of AIG. AGF requests expedited treatment of this request, as the transfer of control could be effectuated as early as February 4, 2009. As part of the U.S. government‘s effort to rescue one of the key players in the nation‘s financial system, the Federal Reserve Bank of New York ("FRBNY") entered into a loan transaction with AGF‘s ultimate parent company, AIG. As part of that loan transaction, AIG is obligated to issue convertible preferred stock (the "Voting Stock") to a trust established for the benefit of the United States Treasury. The Voting Stock will represent 77.9 percent of the outstanding voting power of the stockholders of AIG. On January 16, 2009, the FRBNY entered into a trust agreement with Jill M. Considine, Chester B. Feldberg and Douglas L. Foshee (each, a "Trustee" and collectively, the "Trustees") to establish the Trust for purposes of holding and eventually disposing of the Voting Stock. The Trustees were selected by the FRBNY in consultation with the United States Treasury Department. Pursuant to the terms of the trust agreement, the Trustees will have absolute discretion and control over the voting of the Voting Stock held in the Trust. Each Trustee has equal rights and authority under the terms of the trust agreement. Through its ownership of the Voting Stock, the Trust will own an indirect interest in all domestic and international subsidiaries owned directly or indirectly by AIG. The Trustees will leave the day— to—day management of AIG, however, to the persons charged with such management. The FRBNY will not exercise any control over the voting of the Voting Stock. The Trustees may sell or otherwise dispose of shares of the Voting Stock only with the prior approval of the FRBNY, afterits consultation with the Treasury Department. AGF is in the process of preparing an application for regular authorization of the transfer of control on FCC Form 312. This STA request, however, contains all of the information regarding the transaction and the Trust relevant to the transfer of control application. AGF respectfully requests that the Commission act on this STA request on an expedited basis. The leaders of our country have acknowledged the severity of the current economic downturn, and the U.S. government has already undertaken extraordinary efforts to rescue distressed financialinstitutions, the survival of which the government has determined are critical to the economic health of the U.S. The transaction at issue is part of this undertaking. AIG and numerous government agencies and offices have been working diligently toward

implementing the loan transaction since September 2008 but only recently finalized the terms of the issuance of the Voting Stock, AGF received the details of the Voting Stock issuance just last week. As a relatively small subsidiary of AIG, AGF has no control over the timing of the issuance of the Voting Stock to the Trust. In light of the unprecedented government action, postponing issuance of the Voting Stock to allow time for the Commission to grant of consent to a full transfer of control application simply is not an option. Moreover, swift grant of this STA is in the public interest because it will allow AGF to continue to operate its VSAT network in compliance with the Communications Act, as amended, and the Commission‘s rules after the transfer of control occurs. The VSAT facility is a private network that AGF uses in its consumer finance business operations. Among other things, AGF uses this facility to manage, distribute and collect information among its headquarters and its branch offices and to facilitate administration of lending, financing and other credit transactions with its customers. The public interest would be served by allowing AGF to continue its authorized use of the VSAT facility and avoid disruption to its business operations pending the filing and the grant of the transfer of control application. Further, the U.S. government and its central bank have already determined this transaction to be necessary in the public interest, and thus, expedited grant of this STA is warranted.


Document Created: 2009-03-03 12:38:52
Document Modified: 2009-03-03 12:38:52
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