<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1994
    
 
                                                      REGISTRATION NO. 33-48996
=============================================================================== 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
   
                                AMENDMENT NO. 2
    
                                       TO
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
 

<TABLE>
<S>                                                    <C>
               AIG LIQUIDITY CORP.                            AMERICAN INTERNATIONAL GROUP, INC.
  (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
                     CHARTER)                                              CHARTER)
                    DELAWARE                                               DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR       (STATE OR OTHER JURISDICTION OF INCORPORATION OR
                   ORGANIZATION)                                         ORGANIZATION)
                     PENDING                                              13-2592361
      (I.R.S. EMPLOYER IDENTIFICATION NO.)                   (I.R.S. EMPLOYER IDENTIFICATION NO.)
                 100 NYALA FARM                                         70 PINE STREET
           WESTPORT, CONNECTICUT 06880                             NEW YORK, NEW YORK 10270
                 (203) 222-4700                                         (212) 770-7000
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE            (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                 NUMBER, INCLUDING                                     NUMBER, INCLUDING
 AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE         AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE
                     OFFICES)                                              OFFICES)
</TABLE>

 
                           KATHLEEN E. SHANNON, ESQ.
                       AMERICAN INTERNATIONAL GROUP, INC.
                                 70 PINE STREET
                            NEW YORK, NEW YORK 10270
                                 (212) 770-7000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                               ------------------
 
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time on or after the effective date of this Registration Statement.
 
                               ------------------
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
                        CALCULATION OF REGISTRATION FEE

<TABLE>  
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
 
   


- -----------------------------------------------------------------------------------------------------------------------
                                                                             PROPOSED       PROPOSED
                                                                              MAXIMUM        MAXIMUM
                                                               AMOUNT        OFFERING       AGGREGATE      AMOUNT OF
TITLE OF EACH CLASS OF                                          TO BE        PRICE PER      OFFERING     REGISTRATION
SECURITIES TO BE REGISTERED                                 REGISTERED(1)     UNIT(2)       PRICE(2)        FEE(3)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>         <C>              <C>
Liquidity Facility Obligations(4)..........................   $93,750,000      100%        $93,750,000      $32,328
- -----------------------------------------------------------------------------------------------------------------------
Guarantee Obligations(4)...................................   $93,750,000      100%        $93,750,000      $32,328
=======================================================================================================================
</TABLE>

    
 
(1) Maximum fee receivable by Registrants over the life of the Liquidity
    Facility Obligations and Guarantee Obligations (collectively, the
    "Obligations") issued hereunder, estimated as product of (a) $1,500,000,000
    (expected maximum amount of principal of and interest on Bonds subject to
    the Obligations), (b) .0025 (expected maximum per annum fee per $1.00 of
    principal of and interest on Bonds subject to the Obligations and (c) 25
    (expected maximum number of years any Obligations will be outstanding).
(2) Estimated solely for the purpose of calculating the registration fee.
   
(3) Previously remitted.
    
(4) This Registration Statement also covers Obligations issued in connection
    with any remarketing of Bonds purchased by the Registrants or their
    affiliates.
 
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

<PAGE>   2
 
     Information contained herein is subject to completion or amendment. A
     registration statement relating to these securities has been filed with the
     Securities and Exchange Commission. These securities may not be sold nor
     may offers to buy be accepted prior to the time the registration statement
     becomes effective. This prospectus shall not constitute an offer to sell or
     the solicitation of an offer to buy
     nor shall there be any sale of these securities in any State in which such
     offer, solicitation or sale would be unlawful prior to registration or
     qualification under the securities laws of any such State.
 
   
                   SUBJECT TO COMPLETION, DATED JUNE 29, 1994
    
 
                         LIQUIDITY FACILITY OBLIGATIONS
                                       OF
                              AIG LIQUIDITY CORP.
                                      AND
                             GUARANTEE OBLIGATIONS
                                       OF
                       AMERICAN INTERNATIONAL GROUP, INC.
 
                  IN SUPPORT OF PAYMENT OF THE PURCHASE PRICE
                           OF TENDERED VARIABLE RATE
                              MUNICIPAL SECURITIES
 
   
    AIG Liquidity Corp. ("AIG-LC") may from time to time enter into standby bond
purchase agreements (each, a "Standby Agreement") with issuers of or ultimate
obligors (each, an "Issuer") in respect of one or more series of variable rate
municipal securities (each such issue, a series of "Bonds") and, in some cases,
the tender and paying agent (each, a "Tender Agent") for the Bonds and/or the
trustee (each, a "Trustee") under the indenture, resolution or ordinance (each,
an "Indenture") pursuant to which the Bonds are being or have been issued. The
Bonds of each series, including any Bonds remarketed by a remarketing agent
(each, a "Remarketing Agent") as described herein, will be subject, at the
option of the holder of the Bonds, to tender for purchase and, under certain
circumstances, will be subject to mandatory tender for purchase, in each case at
the times and on the terms and conditions set forth in the Indenture for such
Bonds. Pursuant to the Standby Agreement described in the accompanying
prospectus supplement (the "Prospectus Supplement"), AIG-LC will be obligated to
purchase tendered Bonds which have not been remarketed by a Remarketing Agent as
described in, and subject to any conditions described in, the Prospectus
Supplement. Any tendered Bonds so purchased by AIG-LC would again be subject to
tender for purchase at the option of the holder if such Bonds are remarketed by
the Remarketing Agent. The payment obligations of AIG-LC under each Standby
Agreement will be unconditionally guaranteed pursuant to a guarantee (each, a
"Guarantee") by American International Group, Inc. ("AIG").
    
 
    The Prospectus Supplement with respect to a Standby Agreement and Guarantee
will set forth the title of the relevant series of Bonds, the name of the Issuer
and any Insurer (as hereinafter defined), a summary of certain terms of the
Bonds relevant to the operation of the Standby Agreement or the Guarantee, and
specific terms of such Standby Agreement and Guarantee, including whether and
under what circumstances the obligations under the Standby Agreement and
Guarantee may be suspended or terminated without or prior to a mandatory tender
of Bonds.
 
    This Prospectus and the Prospectus Supplement together constitute an
offering of the obligations of AIG-LC under the relevant Standby Agreement (the
"Liquidity Facility Obligations") and the obligations of AIG under the relevant
Guarantee (the "Guarantee Obligations" and, together with the Liquidity Facility
Obligations, the "Obligations") but do not constitute an offering of the Bonds
related thereto, which have been or will be offered pursuant to a separate
offering document (the "Official Statement"). AIG-LC and AIG undertake no
responsibility with respect to the accuracy or completeness of any Official
Statement or any information set forth therein. The Obligations may not be
traded separately from the Bonds to which they relate. This Prospectus and the
Prospectus Supplement may be delivered at the time of initial issuance of the
Bonds of a series or the remarketing thereof in connection with the replacement
by the Obligations of another liquidity facility in effect with respect to such
Bonds and, when appropriately supplemented, if required, may also be delivered
in connection with a remarketing of any Bonds purchased by AIG-LC or any
affiliate thereof.
 
    Payment of principal of and interest on the Bonds of a series to which the
Obligations relate is solely the obligation of the Issuer and is not insured or
guaranteed by AIG-LC, AIG or any affiliate thereof.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY
     PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
       CRIMINAL OFFENSE.
                       FOR NORTH CAROLINA RESIDENTS ONLY
 
    THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED OF THE OFFERING, NOR HAS THE COMMISSIONER PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
 
    This Prospectus may not be delivered unless accompanied by the Prospectus
Supplement.
 
   
                  The date of this Prospectus is       , 1994
    

<PAGE>   3
 
                             AVAILABLE INFORMATION
 
     AIG is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission, Room
1024, 450 Fifth Street, N.W., 13th Floor, Washington, D.C. 20549, as well as the
following Regional Offices: 7 World Trade Center, 13th Floor, New York, New York
10048 and Northwestern Atrium, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies can be obtained by mail at prescribed rates.
Requests should be directed to the Commission's Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which AIG's common stock
is listed. This Prospectus does not contain all of the information set forth in
the Registration Statement, of which this Prospectus is a part, and exhibits
thereto which AIG-LC and AIG have filed with the Commission under the Securities
Act of 1933 (the "1933 Act"), to which reference is hereby made.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following document has been filed by AIG with the Commission (File No.
0-4652) and is incorporated herein by reference:
 
   
          (1) AIG's Annual Report on Form 10-K for the year ended December 31,
     1993;
    
 
   
          (2) AIG's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1994; and
    
 
   
          (3) AIG's Proxy Statement dated March 30, 1994;
    
 
   
     All documents filed pursuant to Section 13(a), 13(c), 14 or 15 of the 1934
Act after the date of this Prospectus and prior to the termination of the
Obligations shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.
    
 
     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     AIG will provide without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of any such person, a copy of the
documents (excluding exhibits thereto, unless such exhibits are specifically
incorporated by reference into such documents) referred to above which have been
or may be incorporated herein by reference and not furnished herewith. Requests
for such documents should be directed to AIG's Director of Investor Relations,
70 Pine Street, New York, New York 10270, telephone (212) 770-6667.
 
     This Prospectus constitutes a prospectus with respect to the Obligations of
AIG-LC and AIG specified in the Prospectus Supplement. No Registration Statement
has been filed under the 1933 Act with respect to the Bonds specified in the
Prospectus Supplement.
 
                                        2

<PAGE>   4
 
                         DESCRIPTION OF THE OBLIGATIONS
 
GENERAL
 
     Standby Agreements may be entered into from time to time (guaranteed by
Guarantees which may be issued from time to time) with respect to one or more
series of Bonds specified in the Prospectus Supplement. The Bonds of each series
and any municipal bond insurance policy purchased by the Issuer with respect to
such Bonds (an "Insurance Policy") have been or will be described in a separate
Official Statement of the Issuer. AIG-LC and AIG undertake no responsibility
with respect to the accuracy or completeness of any Official Statement or any
information set forth therein.
 
     The obligations of AIG-LC under each Standby Agreement and the obligations
of AIG under each Guarantee will rank equally with all other general unsecured
and unsubordinated obligations of AIG-LC and AIG, respectively. The Obligations
are not being issued pursuant to an indenture.
 
   
     In connection with each Standby Agreement, AIG will agree to provide, or
cause to be provided, by means of capital contributions, purchases of assets,
loans or otherwise, funds to AIG-LC to the extent necessary to enable AIG-LC to
meet its obligations under the Standby Agreement. Any such agreement to provide
or cause to be provided funds will be solely for the benefit of and enforceable
by AIG-LC and AIG.
    
 
   
     AIG depends on its subsidiaries for cash flow in the form of loans,
advances and dividends. Some AIG subsidiaries, namely those in the insurance
business, are subject to regulatory restrictions on the amount of dividends
which can be issued to AIG. These restrictions vary by state. For example,
unless permitted by the New York Superintendent of Insurance, general insurance
companies domiciled in New York may not pay dividends to shareholders which in
any twelve month period exceed the latter of 10 percent of the company's
statutory policyholders' surplus or 100 percent of its "adjusted net investment
income," as defined. Generally, less severe restrictions applicable to both
general and life insurance companies exist in most of the other states in which
AIG's insurance subsidiaries are domiciled. Certain foreign jurisdictions have
restrictions which generally cause only a temporary delay in the remittance of
dividends. There are also various local restrictions limiting cash loans and
advances to AIG by its subsidiaries. Largely as a result of the restrictions,
approximately 53 percent of consolidated capital funds were restricted from
immediate transfer to AIG at December 31, 1993.
    
 
   
     The Prospectus Supplement will set forth the specific terms of the
Obligations in respect of which this Prospectus is being delivered, including
among other things: (1) the timing, terms and method of purchase of Bonds to
which such Obligations relate under the Standby Agreement; (2) whether and under
what circumstances such Obligations will be terminable without, prior to or
after a mandatory tender for purchase of the related Bonds; (3) any limitations
on the rights of AIG-LC to resell Bonds purchased by AIG-LC under the Standby
Agreement; (4) the commitment fee payable to AIG-LC under the Standby Agreement;
and (5) any other relevant terms of the Standby Agreement and the Guarantee. The
term of each Standby Agreement shall be set forth in the Prospectus Supplement,
and will be at least 360 days, unless the final maturity of the Bonds occurs
prior to the end of such 360 day period, in which case the term of the Standby
Agreement would end on the date of such final maturity of the Bonds. See "Tender
of Bonds -- Mandatory Tender."
    
 
   
     The Prospectus Supplement will also specify the following terms of the
Bonds to which the Obligations relate: (1) the Issuer and title of such Bonds;
(2) the aggregate principal amount of such Bonds; and (3) certain other terms of
the Bonds or any Insurance Policy relevant to the operation of the Standby
Agreement or the Guarantee.
    
 
     Neither AIG-LC nor AIG will be responsible for the payment of the principal
of, premium, if any, or interest on the Bonds of any series. Under certain
circumstances, the Obligations with respect to the purchase of Bonds of any
series may be terminated or suspended upon an Event of Default (as defined in
the Standby Agreement and described in the Prospectus Supplement). See "The
Standby Agreements -- Events of Default and Nature of Obligations."
 
                                        3

<PAGE>   5
 
     Each holder of Bonds will be responsible for acting individually with
respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or other amendments pertaining to the Bonds,
enforcing covenants and taking action upon a default.
 
     The following descriptions under "Tender of Bonds," "The Standby
Agreements" and "The Guarantees" are general in nature and qualified in their
entirety by reference to, and may be superseded to the extent described in, the
Prospectus Supplement relating to any particular series of Bonds.
 
TENDER OF BONDS
 
  Tender Option
 
   
     The Bonds of each series will be subject, at the option of the holder of
the Bonds, to tender for purchase with funds available to the Tender Agent (the
"Tender Option"). The terms of the Bonds of a series may permit such tenders at
any time upon notice or at specified times relating to the reset of the interest
rate with respect to the Bonds of such series. On the date on which the Bonds of
any series are issued and on each interest reset date for such Bonds, in
general, the Remarketing Agent will determine the interest rate for the Bonds
which is necessary to remarket tendered Bonds at a price equal to 100% of the
principal amount thereof plus any accrued interest. The Bonds will bear interest
at such rate for the next succeeding interest rate period. Tenders of the Bonds
will be made to the Tender Agent for purchase at a price equal to 100% of the
principal amount thereof plus any accrued interest to the date of tender (the
"Purchase Price").
    
 
  Mandatory Tender
 
     Bonds with respect to which the interest rate period has been changed or
which have been converted to a fixed rate may be subject to mandatory tender to
the Tender Agent for purchase. In addition, the Bonds may be subject to
mandatory tender for purchase immediately prior to the termination or expiration
of the relevant Standby Agreement, unless the Issuer makes provision for the
delivery of an alternate liquidity facility meeting the criteria of the
Indenture. Unless otherwise provided in the Prospectus Supplement, if such Bonds
are not delivered when due for tender, they will nevertheless be deemed to be
tendered and purchased at the Purchase Price with funds available to the Tender
Agent.
 
THE STANDBY AGREEMENTS
 
     Each Standby Agreement will be entered into concurrently with or subsequent
to the original issuance of the Bonds described in the Prospectus Supplement, in
either case as set forth in the Prospectus Supplement, and will expire on the
stated termination date set forth in the Prospectus Supplement unless earlier
terminated upon the conditions set forth in the Prospectus Supplement.
 
  Method of Purchase of Bonds by AIG-LC
 
   
     The Remarketing Agent will be required to give the Trustee and the Tender
Agent notice of the aggregate principal amount of tendered Bonds sold by the
Remarketing Agent under the terms of each Indenture. On the purchase date for
the Bonds of any series, the Tender Agent or the Trustee as set forth in the
Prospectus Supplement shall give AIG-LC notice of the aggregate Purchase Price
of that portion of the tendered Bonds of such series that remain unsold. After
receipt of such notice, AIG-LC shall (unless its obligations have been
terminated or suspended and subject to any conditions described in the
Prospectus Supplement, including its Available Interest Commitment as set forth
therein), by the time set forth in the Prospectus Supplement, make such amount
available to the party so designated in the Prospectus Supplement, in
immediately available funds or such other funds as shall be permitted as
described in the Prospectus Supplement. As soon as practicable thereafter, but
in any event not later than the time set forth in the Prospectus Supplement on
each purchase date, the Tender Agent will be required under the Indenture to
purchase such Bonds, for the account of AIG-LC, at the Purchase Price. The
Tender Agent will be required to remit to AIG-LC such funds which are not so
used to purchase tendered Bonds.
    
 
                                        4

<PAGE>   6
 
   
     During the period that the Bonds are owned by AIG-LC or a qualified
purchaser from AIG-LC (including AIG), such Bonds will bear interest at a rate
based on a reference rate or an index as described in the Prospectus Supplement,
subject in certain cases to a maximum rate, or will bear interest as otherwise
described in the Prospectus Supplement. AIG-LC or its affiliates may, to hedge
its interest rate exposure in connection therewith, enter into interest rate
swaps or similar transactions that would have the effect of converting interest
on the purchased Bonds into a LIBOR based rate (subject in certain cases to no
such maximum rate or to a different maximum rate). Unless otherwise set forth in
the Prospectus Supplement, the Remarketing Agent will have a continuing
obligation to use its best efforts to find purchasers for any Bonds owned by
AIG-LC or such qualified purchaser.
    
 
     The Indenture will in general provide that if sufficient funds are duly
deposited on such date, then such Bond shall be deemed to have been purchased
for all purposes under the related Indenture and that thereafter such holder
will have no further rights under the related Indenture, except to receive the
Purchase Price from the funds so deposited upon surrender thereof. Neither
AIG-LC nor AIG will have any liability to a holder for the failure by the Tender
Agent to apply funds received by it to the Purchase Price of the related Bonds.
 
  Amount of Commitment
 
     Except as otherwise described in the Prospectus Supplement, each Standby
Agreement will have an initial stated amount which is equal to the sum of (a)
the principal amount of the Bonds (the "Available Principal Commitment") and (b)
an amount at least equal to the interest that would accrue on the Bonds during
the period specified in the Prospectus Supplement, computed as though the Bonds
bore interest at the maximum rate of interest permitted to be borne by the Bonds
for such period as set forth in the related Prospectus Supplement (the
"Available Interest Commitment").
 
     Upon the purchase of any Bonds under the Standby Agreement, the Available
Principal Commitment and the Available Interest Commitment will be adjusted as
described in the Prospectus Supplement.
 
  Events of Default and Nature of Obligations
 
     Unconditional Obligations
 
     If the Obligations are unconditional, as described in the Prospectus
Supplement, the occurrence and continuance of certain Events of Default (as
defined in the Standby Agreement and described in the Prospectus Supplement)
shall, except as otherwise described in the Prospectus Supplement, give AIG-LC
the right to terminate its obligations under the Standby Agreement upon written
notice to the Issuer and Tender Agent specifying a date on which the Standby
Agreement shall terminate. In such event, a mandatory tender of the Bonds may
take place pursuant to the Indenture prior to the date specified for termination
and AIG-LC will be obligated, subject to the terms and conditions of the Standby
Agreement and except as otherwise described in the Prospectus Supplement, to
provide funds for the payment of the Purchase Price of tendered Bonds that are
not remarketed.
 
     Conditional Obligations
 
     If the Obligations are conditional, as described in the Prospectus
Supplement, the occurrence and continuance of certain Events of Default will,
except as otherwise described in the Prospectus Supplement, result in either
immediate suspension or termination of AIG-LC's obligation to purchase without
further action by AIG-LC or give AIG-LC the right to suspend or terminate its
obligations under the Standby Agreement. In such event, except as otherwise
described in the Prospectus Supplement, either no mandatory tender of Bonds will
take place prior to such a suspension or termination or if a mandatory tender
does occur the Standby Agreement will have terminated prior to the purchase
date. Except as otherwise described in the Prospectus Supplement, neither AIG-LC
nor AIG will be obligated to provide funds for the payment of the Purchase Price
of tendered Bonds during such a suspension or following such termination.
 
                                        5

<PAGE>   7
 
   
  Obligation of Tender Agent to Obtain Funds Under the Standby Agreement
    
 
   
     The Tender Agent will be entitled under the Standby Agreement to demand
funds for the payment of Purchase Price and the Standby Agreement will expressly
provide that the Standby Agreement is for the benefit of the Tender Agent. The
Indenture will provide that the Tender Agent is obligated to take such actions
as may be necessary to obtain immediately available funds on each Purchase Date
under the Standby Agreement sufficient in amount to enable the Tender Agent to
pay the Purchase Price on such Purchase Date.
    
 
THE GUARANTEES
 
     The Liquidity Facility Obligations will be unconditionally guaranteed by
AIG. Each Guarantee will terminate upon the termination of AIG-LC's obligations
pursuant to the Standby Agreement.
 
                              AIG LIQUIDITY CORP.
 
     AIG Liquidity Corp. was incorporated on June 29, 1992 in the State of
Delaware. All outstanding capital stock of AIG-LC is owned by AIG. AIG-LC's
principal executive offices are located at 100 Nyala Farm, Westport, Connecticut
06880, Telephone No. (203) 222-4700.
 
     The business of AIG-LC consists of providing liquidity for the payment of
the tender price of certain variable rate municipal securities through Standby
Agreements and certain related activities.
 
                       AMERICAN INTERNATIONAL GROUP, INC.
 
     American International Group, Inc., a Delaware corporation ("AIG"), is a
holding company which through its subsidiaries is primarily engaged in a broad
range of insurance and insurance-related activities in the United States and
abroad. AIG's primary activities include both general and life insurance
operations. Other significant activities are financial services and agency and
service fee operations. The principal executive offices of AIG are located at 70
Pine Street, New York, New York 10270, telephone (212) 770-7000.
 
     The following table sets forth the historical ratios of earnings to fixed
charges of AIG and its consolidated subsidiaries for the periods indicated:
 

<TABLE>
<CAPTION>
         YEARS ENDED DECEMBER 31
- -----------------------------------------
1993     1992     1991     1990     1989
- -----    -----    -----    -----    -----
<S>      <C>      <C>      <C>      <C>
 3.08     2.67     3.00     3.63     4.31
</TABLE>

 
Earnings represent income from operations before income taxes and cumulative
effect of accounting changes plus fixed charges less capitalized interest and
the equity in undistributed income of less than fifty percent owned persons.
Fixed charges include interest, whether expensed or capitalized, and one-third
of rental expense, which is the proportion deemed representative of the interest
factor.
 
     The decline in the ratios over the period from 1989 to 1992 is primarily
the result of the inclusion of the fixed charges and operating results of AIG
Financial Products Corp. and its subsidiaries ("AIG-FP") which structures
borrowings through guaranteed investment agreements and engages in other complex
financial transactions, including interest rate and currency swaps. In the
course of its business, AIG-FP enters into borrowings that are primarily used to
purchase assets that yield rates greater than the rates on the borrowings with
the intent of earning a profit on the spread and to finance the acquisition of
securities utilized to hedge certain transactions. Due to the comparable level
of interest costs for 1993 and 1992 and the growth in earnings, the ratio shown
has increased in 1993. The pro forma ratios of earnings to fixed charges,
excluding the effects of the operating results of AIG-FP, are 5.66, 5.15, 5.40,
7.27 and 10.10 for 1993, 1992, 1991, 1990 and 1989, respectively. As AIG-FP will
continue to be a subsidiary, AIG expects that these ratios will continue to be
lower than they would be if the fixed charges and operating results of AIG-FP
were not included therein.
 
                                        6

<PAGE>   8
 

                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 

<TABLE>
    <S>                                                                          <C>
    Registration Fee..........................................................   $ 32,328
    Printing and Engraving....................................................     15,000
    Legal Fees and Expenses...................................................    325,000
    Rating Agency Fees........................................................        N/A
    Miscellaneous.............................................................        N/A
                                                                                 --------
              Total...........................................................   $372,328
                                                                                 ========
</TABLE>

 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Restated Certificate of Incorporation of AIG provides:
 
          "The Company shall indemnify to the full extent permitted by law any
     person made, or threatened to be made, a party to an action, suit or
     proceeding (whether civil, criminal, administrative or investigative) by
     reason of the fact that he, his testator or intestate is or was a director,
     officer or employee of the Company or serves or served any other enterprise
     at the request of the Company."
 
     The Certificate of Incorporation of AIG-LC provides:
 
          "The Corporation shall indemnify to the full extent permitted by law
     any person made, or threatened to be made, a party to an action, suit or
     proceeding (whether civil, criminal, administrative or investigative) by
     reason of the fact that he, his testator or intestate is or was a director,
     officer or employee of the Corporation or serves or served any other
     enterprise at the request of the Corporation."
 
     Section 145 of the Delaware General Corporation Law permits indemnification
against expenses, fines, judgments and settlements incurred by any director,
officer or employee of the registrant in the event of pending or threatened
civil, criminal administrative or investigative proceedings, if such person was,
or was threatened to be made, a party by reason of the fact that he is or was a
director, officer or employee of the registrant. Section 145 also provides that
the indemnification provided for therein shall not be deemed exclusive of any
other rights to which those seeking indemnification may otherwise be entitled.
In addition, AIG and its subsidiaries maintain a directors' and officers'
liability insurance policy.
 
                                      II-1

<PAGE>   9
 
ITEM 16.  EXHIBITS
 
   

<TABLE>
       <S>    <C>
         4.1  Form of Standby Bond Purchase Agreement to be entered into by AIG-LC
        *4.2  Form of Guarantee of American International Group, Inc.
        *5.1  Opinion of Mudge Rose Guthrie Alexander & Ferdon with respect to the Liquidity
              Facility Obligations
        *5.2  Opinion of Kathleen E. Shannon, Esq. with respect to the Guarantee Obligations
       *10    Form of Letter Agreement to be entered into by AIG-LC and AIG relating to a
              Standby Bond Purchase Agreement
        12    Computation of ratio of earnings to fixed charges (filed as exhibit to Annual
              Report on Form 10-K for the year ended December 31, 1993, and incorporated
              herein by reference)
       *23.1  Consent of Coopers & Lybrand, independent accountants
       *23.2  Consent of Mudge Rose Guthrie Alexander & Ferdon (included in Exhibit 5.1)
       *23.3  Consent of Kathleen E. Shannon, Esq. (included in Exhibit 5.2)
        24.1  Power of Attorney for American International Group, Inc. (included on the
              signature page      hereof)
        28    Information from reports furnished to state insurance regulatory authorities
              (filed as exhibit to Annual Report on Form 10-K for the year ended December 31,
              1993 and incorporated herein by reference)
</TABLE>

    
 
- ---------------
   
     * Previously filed.
    
 
ITEM 17.  UNDERTAKINGS
 
     The undersigned registrants hereby undertake:
 
          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:
 
             (i) to include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933 unless the information required to be included in
        such post-effective amendment is contained in a periodic report filed by
        AIG pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934 and incorporated herein by reference,
 
             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement unless the information required to be
        included in such post-effective amendment is contained in a periodic
        report filed by AIG pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 and incorporated herein by reference, and
 
             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in the Registration
        Statement;
 
          (2) that, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;
 
          (3) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering; and
 
          (4) that, for purposes of determining any liability under the
     Securities Act of 1933, each filing of AIG's annual report pursuant to
     Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
     is incorporated by reference in this Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
                                      II-2

<PAGE>   10
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of AIG
or AIG-LC pursuant to the foregoing provisions, or otherwise, AIG and AIG-LC
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by AIG or AIG-LC of expenses incurred
or paid by a director, officer or controlling person of AIG or AIGLC in the
successful defense of any action, suit or proceeding) is asserted against AIG or
AIG-LC by such director, officer or controlling person in connection with the
securities being registered, AIG or AIG-LC, as the case may be, will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
                                      II-3

<PAGE>   11
 

                                   SIGNATURES
 
   
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWN OF WESTPORT, STATE OF CONNECTICUT, ON THE   TH DAY OF
JUNE, 1994.
    
 
                                          AIG LIQUIDITY CORP.


 
                                          By:     /s/  JOSEPH J. CASSANO
                                             ------------------------------
                                                    JOSEPH J. CASSANO,
                                                    MANAGING DIRECTOR,
                                              VICE PRESIDENT, AND TREASURER
 
                            ------------------------
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
 
   

<TABLE>
<CAPTION>
                SIGNATURE                                  TITLE                                   DATE
- ------------------------------------------    -------------------------------                ---------------
          <S>                                  <C>                                           <C>
             /s/  EDWARD E. MATTHEWS             Director and Co-Chairman                    June   , 1994
        ---------------------------------
               (EDWARD E. MATTHEWS)

            /s/  PETROS K. SABATACAKIS           Director and Co-Chairman                    June   , 1994
        ---------------------------------      (Principal Executive Officer)
              (PETROS K. SABATACAKIS) 
        
                /s/  JOSEPH J.                       Managing Director,                      June   , 1994
        ---------------------------------      Vice President, and Treasurer
          CASSANO (JOSEPH J. CASSANO)          (Principal Financial Officer  
                                                 and Principal Accounting
                                                         Officer)

               /s/  THOMAS R. SAVAGE               Managing Director and                     June   , 1994
        ---------------------------------             Vice President
                 (THOMAS R. SAVAGE)                                      
</TABLE>
                                              
    
 
                                      II-4

<PAGE>   12
 
                                   SIGNATURES
 
   
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK AND STATE OF NEW YORK, ON THE    TH DAY OF
JUNE, 1994.
    
 
                                          AMERICAN INTERNATIONAL GROUP, INC.
 
                                          By   /s/  M.R. GREENBERG*
                                             ---------------------------------
                                                   (M.R. GREENBERG, CHAIRMAN)
 
                            ------------------------
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M.R. Greenberg, Edward E. Matthews and Howard I.
Smith, and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing required and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
                            ------------------------
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
 
   

<TABLE>
<CAPTION>
                SIGNATURE                                  TITLE                      DATE
- ------------------------------------------    -------------------------------    ---------------
        <S>                                    <C>                                  <C>
             /s/  M.R. GREENBERG*                  Chairman and Director           June   , 1994
- ------------------------------------------     (Principal Executive Officer)
                 (M.R. GREENBERG)

         /s/  EDWARD E. MATTHEWS                Vice Chairman and Director         June   , 1994
- ------------------------------------------     (Principal Financial Officer)
             (EDWARD E. MATTHEWS)                                           
                                               
         /s/  HOWARD I. SMITH                      Senior Vice President           June   , 1994
- ------------------------------------------            and Comptroller       
              (HOWARD I. SMITH)                (Principal Accounting Officer)
                                                                            
        /s/  M. BERNARD AIDINOFF*                   Director                       June   , 1994
- ------------------------------------------
            (M. BERNARD AIDINOFF)

         /s/  MARSHALL A. COHEN*                    Director                       June   , 1994
- ------------------------------------------
             (MARSHALL A. COHEN)
</TABLE>

    
 
                                      II-5

<PAGE>   13
 
   

<TABLE>
<CAPTION>
                SIGNATURE                                  TITLE                      DATE
- ------------------------------------------    -------------------------------    ---------------
<S>                                                      <C>                       <C>
       /s/  BARBER B. CONABLE,  JR.*                     Director                  June   , 1994
- ------------------------------------------    
           (BARBER B. CONABLE, JR.)

       /s/  MARTIN S. FELDSTEIN*                         Director                  June   , 1994
- ------------------------------------------    
            (MARTIN S. FELDSTEIN)

       /s/  HOUGHTON FREEMAN*                            Director                  June   , 1994
- ------------------------------------------    
           (HOUGHTON FREEMAN)

       /s/  LESLIE L. GONDA*                             Director                  June   , 1994
- -------------------------------------------
           (LESLIE L. GONDA)
                                                                 
- -------------------------------------------
            (CARLA HILLS)                                Director

     /s/  FRANK HOENEMEYER*                              Director                  June   , 1994
- -------------------------------------------
          (FRANK HOENEMEYER)

     /s/  JOHN I.  HOWELL*                               Director                  June   , 1994
- -------------------------------------------
          (JOHN I. HOWELL)

     /s/  DEAN P.  PHYPERS*                              Director                  June   , 1994
- -------------------------------------------                           
          (DEAN P. PHYPERS)

     /s/  JOHN J.  ROBERTS*                              Director                  June   , 1994
- -------------------------------------------
          (JOHN J. ROBERTS)

    /s/  ERNEST E. STEMPEL*                              Director                  June   , 1994
- -------------------------------------------                            
        (ERNEST E. STEMPEL)

    /s/  THOMAS R. TIZZIO*                               Director                  June   , 1994
- -------------------------------------------                          
         (THOMAS R. TIZZIO)

*By: /s/  HOWARD I.  SMITH
- -------------------------------------------
         (HOWARD I. SMITH)
         (ATTORNEY-IN-FACT)
</TABLE>

    
 
                                      II-6

<PAGE>   14
 

                                 EXHIBIT INDEX
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                    DESCRIPTION                                     PAGE
- ------    ----------------------------------------------------------------------------    ----
<S>       <C>                                                                             <C>
  4.1     Form of Standby Bond Purchase Agreement to be entered into by AIG-LC
 *4.2     Form of Guarantee of American International Group, Inc.
 *5.1     Opinion of Mudge Rose Guthrie Alexander & Ferdon with respect to the
          Liquidity Facility Obligations
 *5.2     Opinion of Kathleen E. Shannon, Esq. with respect to the Guarantee
          Obligations
*10       Form of Letter Agreement to be entered into by AIG-LC and AIG relating to a
          Standby Bond Purchase Agreement
 12       Computation of ratio of earnings to fixed charges (filed as exhibit to
          Annual Report on Form 10-K for the year ended December 31, 1993, and
          incorporated herein by reference)
*23.1     Consent of Coopers & Lybrand, independent accountants
*23.2     Consent of Mudge Rose Guthrie Alexander & Ferdon (included in Exhibit 5.1)
*23.3     Consent of Kathleen E. Shannon, Esq. (included in Exhibit 5.2)
 24.1     Power of Attorney for American International Group, Inc. (included on the
          signature page hereof)
 28       Information from reports furnished to state insurance regulatory authorities
          (filed as exhibit to Annual Report on Form 10-K for the year ended December
          31, 1993 and incorporated herein by reference)
</TABLE>

    
 
- ---------------
 
   
     * Previously filed.
    





<PAGE>   1
 
                        STANDBY BOND PURCHASE AGREEMENT
 
                           DATED AS OF           , 19
 
                                 BY AND BETWEEN
 
                                [NAME OF ISSUER]
 
                                      AND
 
                              AIG LIQUIDITY CORP.
 
                        RELATING TO THE           BONDS,
 
                                  SERIES

<PAGE>   2
 
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----
<S>               <C>                                                                              <C>
                                              ARTICLE I.
                                              DEFINITIONS
SECTION 1.01.     DEFINITIONS...................................................................     1
SECTION 1.02.     INCORPORATION OF CERTAIN DEFINITIONS BY REFERENCE.............................     4

                                              ARTICLE II.
                                         THE COMMITMENT; FEES
SECTION 2.01.     COMMITMENT TO PURCHASE BONDS..................................................     4
SECTION 2.02.     METHOD OF PURCHASING..........................................................     4
SECTION 2.03.     REDUCTION OF COMMITMENT.......................................................     5
SECTION 2.04.     SALE OF BONDS.................................................................     5
SECTION 2.05.     FEES..........................................................................     6
SECTION 2.06.     RIGHTS OF THE PURCHASER.......................................................     6
SECTION 2.07.     CHANGE OF LAW.................................................................     7

                                             ARTICLE III.
                                       THE PURCHASED BONDS RATE
SECTION 3.01.     PURCHASED BONDS TO BEAR INTEREST AT PURCHASED BONDS RATE......................     8

                                              ARTICLE IV.
                             REPRESENTATIONS AND WARRANTIES OF THE ISSUER
SECTION 4.01.     REPRESENTATIONS AND WARRANTIES................................................     8

                                              ARTICLE V.
                                        COVENANTS OF THE ISSUER
SECTION 5.01.     AFFIRMATIVE COVENANTS.........................................................     9
SECTION 5.02.     NEGATIVE COVENANTS............................................................    11

                                              ARTICLE VI.
                                         CONDITIONS PRECEDENT
SECTION 6.01.     CONDITIONS TO PURCHASER'S ENTERING INTO AGREEMENT.............................    11

                                             ARTICLE VII.
                                      EVENTS OF DEFAULT; REMEDIES
SECTION 7.01.     EVENTS OF DEFAULT.............................................................    13
[SECTION 7.02.    REMEDIES......................................................................    14
[SECTION 7.02.    REMEDIES......................................................................    15
[SECTION 7.02.    REMEDIES......................................................................    15

                                             ARTICLE VIII.
                                             MISCELLANEOUS
SECTION 8.01.     WAIVER; PARTIES IN INTEREST; CAPTION HEADINGS.................................    16

SECTION 8.02.     GOVERNING LAW.................................................................    16
SECTION 8.03.     SEVERABILITY..................................................................    16
SECTION 8.04.     COUNTERPARTS..................................................................    16
SECTION 8.05.     FEES; EXPENSES; DOCUMENTARY TAXES; INDEMNIFICATION............................    16
SECTION 8.06.     TERM OF THE AGREEMENT; TERMINATION OF PURCHASE PERIOD
                  UPON ELECTIONS OF THE ISSUER..................................................    17
SECTION 8.07.     EXTENSION OF PURCHASE PERIOD; NOTICE OF NON-EXTENSION.........................    18
SECTION 8.08.     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.........................    18
SECTION 8.09.     PARTICIPATION.................................................................    18
SECTION 8.10.     RIGHT OF SET-OFF..............................................................    18
SECTION 8.11.     NOTICES.......................................................................    18
SECTION 8.12.     PAYMENTS......................................................................    19
SECTION 8.13.     CONSENT TO JURISDICTION; WAIVER OF DEFENSE OF SOVEREIGN
                  IMMUNITY......................................................................    19
</TABLE>

    
 
                                        i

<PAGE>   3
 
     STANDBY BOND PURCHASE AGREEMENT (this "Agreement") dated as of           ,
19  between           , a [state] [authority] [political subdivision] [municipal
corporation] organized and existing under the laws of the State of
(the "Issuer") and AIG Liquidity Corp., a Delaware corporation (the
"Purchaser").
 
                              W I T N E S S E T H:
 
     WHEREAS, the Issuer has issued $   ,000,000 aggregate principal amount of
its           Bonds, Series           (the "Bonds"), under the
[ordinance, resolution, order, trust indenture or similar instrument of the
Issuer pursuant to which the Bonds are issued and secured], as amended and
supplemented (the "Bond Security Agreement"), including the
[supplement to the Bond Security Agreement specifying terms of Bonds] (the
"Series Bond Security Agreement"); and
 
     WHEREAS, pursuant to the terms of the Bond Security Agreement and the
Bonds, the holders of the Bonds have the right to and under certain
circumstances are required to tender their Bonds for purchase at a purchase
price equal to the principal amount of the tendered Bonds plus interest accrued
thereon to the purchase date; and
 
     WHEREAS, the Issuer desires to provide for the purchase by the Purchaser on
the terms and conditions specified herein of tendered or deemed tendered Bonds
which cannot be remarketed as provided for in the Bond Security Agreement;
 
     NOW, THEREFORE, in consideration of the respective agreements contained
herein, the parties hereto agree as follows:
 
                                   ARTICLE I.
 
                                  DEFINITIONS
 
     SECTION 1.01. DEFINITIONS.  The following terms, as used herein, have the
following meanings:
 
          "ACT" shall mean the enabling legislation of the Issuer and other law
     pursuant to which the Bonds are issued and secured.
 
          "AVAILABLE COMMITMENT" means on any day the sum of the Available
     Principal Commitment and the Available Interest Commitment on such day.
 
          "AVAILABLE INTEREST COMMITMENT" initially means $          (an amount
     equal to      days' interest on the Bonds, assuming the Bonds bore interest
     at the rate of      % per annum (computed in accordance with the Bond
     Security Agreement)) and thereafter means said amount adjusted from time to
     time as follows: (a) downward by an amount that bears the same proportion
     to such initial amount as the amount of any reduction in the Available
     Principal Commitment pursuant to the definition of "Available Principal
     Commitment" bears to the initial Available Principal Commitment; and (b)
     upward by an amount that bears the same proportion to such initial amount
     as the amount of any increase in the Available Principal Commitment bears
     to the initial Available Principal Commitment.
 
          "AVAILABLE PRINCIPAL COMMITMENT" initially means $          [the
     aggregate principal amount of the Bonds Outstanding on Closing Date] and
     thereafter means said amount adjusted from time to time as follows: (a)
     downward by the amount of any reduction of the Available Principal
     Commitment pursuant to Section 2.03 hereof; (b) downward by the principal
     amount of any Bonds purchased with moneys made available to the Tender
     Agent by the Purchaser pursuant to Section 2.02(b) hereof; (c) upward by
     the principal amount of any Bonds theretofore purchased with moneys made
     available to the Tender Agent by the Purchaser pursuant to Section 2.02(b)
     hereof which are sold by a Purchased Bondholder pursuant to or as
     contemplated by Section 2.04(c) hereof or which a Purchased Bondholder
     elects to retain pursuant to Section 2.04(c) hereof; and (d) downward at
     the times and to the extent provided in Section 7.02 hereof. Any
     adjustments pursuant to clauses (a), (b), (c) and (d) above shall occur
     simultaneously with the event requiring such adjustments.
 
   
          "BOND DOCUMENTS" means the Bond Security Agreement, this Agreement,
     the Remarketing Agreement, [if applicable] the Tender Agency Agreement and
     [if applicable] the Policy.
    

<PAGE>   4
 
          "BUSINESS DAY" shall have the meaning set forth in the Bond Security
     Agreement.
 
          "CLOSING DATE" means the date on which this Agreement is delivered by
     the Purchaser to the [Tender Agent/Trustee].
 
          "DEFAULT" shall mean any event which with notice or lapse of time, or
     both, would become an Event of Default.
 
          "EVENT OF DEFAULT" shall mean any of the events described in Section
     7.01 hereof.
 
   
          "INSURER" [applicable only if the Bonds are insured] shall mean
               , a           -domiciled stock insurance company.
    
 
          "INSURER EVENT OF INSOLVENCY" [if applicable] means the occurrence and
     continuance of one or more of the following events: (a) the issuance, under
     the laws of the state of incorporation or organization of the Insurer, of
     an order for relief, rehabilitation, reorganization, conservation,
     liquidation or dissolution of the Insurer; (b) the commencement by the
     Insurer of a voluntary case or other proceeding seeking an order for
     relief, liquidation, rehabilitation, conservation, reorganization or
     dissolution with respect to itself or its debts under the laws of the state
     of incorporation or formation of the Insurer or any bankruptcy, insolvency
     or other similar law now or hereafter in effect including, without
     limitation, the appointment of a trustee, receiver, liquidator, custodian
     or other similar official for itself or any substantial part of its
     property; (c) the consent of the Insurer to any relief referred to in the
     preceding clause (b) in an involuntary case or other proceeding commenced
     against it; (d) the making by the Insurer of an assignment for the benefit
     of creditors; (e) the failure of the Insurer to generally pay its debts or
     claims as they become due; or (f) the initiation by the Insurer of any
     actions to authorize any of the foregoing.
 
          "LAW" means the           of the State of          (Section   et seq.
     of the           , as amended), and all laws amendatory thereof or
     supplemental thereto.
 
          "LIEN" shall mean any mortgage, pledge, security interest,
     encumbrance, deposit arrangement, lien or charge of any kind (including any
     agreement to give any of the foregoing, any conditional sale or other title
     retention agreement, any lease in the nature thereof and the filing of or
     agreement to give any financing statement under the Uniform Commercial Code
     of any jurisdiction).
 
          "MAXIMUM RATE" means the maximum rate of interest permitted to be
     borne by the Bonds under the Bond Security Agreement.
 
          "MERGER WITHOUT ASSUMPTION" means that a party to this Agreement
     consolidates or amalgamates, or merges into, or transfers all or
     substantially all its assets to, or reorganizes, incorporates,
     reincorporates, or reconstitutes into or as, another entity, or also in the
     case of the Issuer, any Person, board, body, commission, agency, or
     authority succeeds to the principal functions of, and/or the power or
     duties granted to, the Issuer, and in any such case, at the time of such
     consolidation, amalgamation, merger, transfer, reorganization,
     incorporation, reincorporation, reconstitution, or succession the
     resulting, surviving or transferee entity fails to assume all the
     obligations of such party under this Agreement by operation of law or
     pursuant to any agreement reasonably satisfactory to the other party to
     this Agreement.
 
          "OFFICIAL STATEMENT" shall mean the Preliminary Official Statement and
     the final Official Statement relating to the sale of the Bonds (including
     the cover page and all summary statements, appendices and other materials
     included or incorporated by reference or attached thereto), as amended or
     supplemented, or any other preliminary or final official statement of the
     Issuer or prospectus used with respect to the remarketing of the Bonds.
 
          "PARTICIPANT" shall mean any Person which purchases from the
     Purchaser, from time to time, a participation in the Purchaser's rights and
     interests and assumes obligations in and under this Agreement.
 
          "PERSON" means any individual or entity, together with its permitted
     successors and assigns and, in the case of a governmental Person, the
     Person succeeding to its functions and capacities.
 
          "PLEDGED REVENUES" means the revenues of the Issuer on which the
     Issuer has given a Lien pursuant to the Bond Security Agreement to secure
     the Bonds.
 
                                        2

<PAGE>   5
 
          "POLICY" [if applicable] means the municipal bond insurance policy
     issued by the Insurer to insure the payment of principal of and interest
     (including interest at the Purchased Bonds Rate) on the Bonds, together
     with any extensions, modifications and replacements thereof.
 
   
          "PURCHASE ACCOUNT" means the Purchase Account maintained by the Tender
     Agent in the Purchase and Remarketing Fund for use in connection with the
     purchase of Bonds pursuant to Section   of the Series Bond Security
     Agreement.
    
 
          "PURCHASE DATE" means a Business Day during the Purchase Period on
     which the Purchaser purchases Bonds pursuant to Section 2.02 hereof.
 
          "PURCHASE PERIOD" means the period from the date this Agreement
     becomes effective to and including the earlier of (i)           or an
     extended date as may become effective under Section 8.07 hereof, (ii) the
     receipt by the Purchaser of a certificate purportedly signed by an officer
     of the [Tender Agent] [Trustee] stating that the Purchase Period has been
     terminated pursuant to the terms of the Series Bond Security Agreement
     because (y) an Alternate Standby Agreement has been provided under the
     Series Bond Security Agreement and as provided in Section 8.06(c) hereof or
     (z) no Bonds remain Outstanding, (iii) the day after the Purchaser receives
     notice from an officer of the [Tender Agent] [Trustee] regarding the
     effective date of the Fixed Interest Rate Period for all the Bonds or the
     day after the Fixed Interest Rate takes effect, whichever occurs last, (iv)
     the date specified in a written notice delivered by the Issuer to the
     Purchaser that the Purchase Period has been terminated pursuant to Section
     8.06(b) of this Agreement or (v) the date of termination of the Available
     Commitment and the Purchaser's obligation to purchase Bonds in accordance
     with Section 7.02 of this Agreement.
 
          "PURCHASE PRICE" means, with respect to the Bonds or portions thereof
     to be purchased on any Purchase Date, the aggregate principal amount
     thereof plus interest accrued and unpaid thereon to such date.
 
          "PURCHASED BOND" means each Bond purchased by the Tender Agent under
     the Series Bond Security Agreement with funds provided by the Purchaser
     hereunder until the remarketing of such Bond pursuant to Section 2.04(c)
     hereof or the effective date of an election by the Purchased Bondholder
     that owns such Bond or the beneficial interest therein to retain such Bond
     or beneficial interest in accordance with Section 2.04(c) hereof.
 
          "PURCHASED BONDHOLDER" means the Purchaser (but only in its capacity
     as owner of Purchased Bonds or beneficial interests therein pursuant to
     this Agreement) and any other Person that has purchased Purchased Bonds or
     beneficial interests therein from the Purchaser or from another Purchased
     Bondholder pursuant to Section 2.04(a) hereof so long as such Bonds or
     beneficial interests therein are owned by the Purchaser or by such Person
     and such Bonds are Purchased Bonds.
 
          "PURCHASED BONDS DAY" means any day on which, at      p.m., New York
     time, any Bond is a Purchased Bond.
 
          "PURCHASED BONDS RATE" shall, at any date of determination, have the
     meaning ascribed thereto in Section 3.01 of this Agreement in effect on
     such date.
 
          "STANDBY PURCHASER GUARANTEE" means the Guarantee, dated the date
     hereof, issued by the Standby Purchaser Guarantor guaranteeing the
     obligations of the Purchaser hereunder.
 
          "STANDBY PURCHASER GUARANTOR" means American International Group, Inc.
 
          "TENDER AGENCY AGREEMENT" [if applicable] means that certain Tender
     Agency Agreement, dated as of           , by and between the Issuer and the
     Tender Agent.
 
          "TENDER AGENT" means           of           or its successor under the
     Series Bond Security Agreement.
 
                                        3

<PAGE>   6
 
          "TENDERED BOND" means as of any date, any Bond which is subject to
     purchase pursuant to Section   of the Series Bond Security Agreement other
     than any Bond which has been remarketed, provided that in no event shall a
     Purchased Bond be a Tendered Bond.
 
          "TRUSTEE" means           , which, as of the date hereof, has its
     principal corporate trust office in           , and its successors and
     assigns, or any other corporation or association which may at any time be
     substituted in its place, as provided in Section   of the Bond Security
     Agreement.
 
     SECTION 1.02. INCORPORATION OF CERTAIN DEFINITIONS BY REFERENCE.  Each
capitalized term used herein and not defined herein shall have the meaning
provided therefor in the Bond Security Agreement.
 
                                  ARTICLE II.
 
                              THE COMMITMENT; FEES
 
     SECTION 2.01. COMMITMENT TO PURCHASE BONDS.  The Purchaser agrees, on the
terms and conditions contained in this Agreement, to provide immediately
available funds to purchase Tendered Bonds in Authorized Denominations from time
to time during the Purchase Period at the Purchase Price. Such Tendered Bonds
or, while the system of book-entry described in Section   of the Series Bond
Security Agreement is in effect, beneficial interests in such Tendered Bonds
shall be purchased for the account of the Purchaser. The aggregate principal
amount of Bonds purchased on any Purchase Date shall not exceed the Available
Principal Commitment of the Purchaser on such date. The aggregate amount of the
Purchase Price comprising interest on any Purchase Date shall not exceed the
lesser of (1) the Available Interest Commitment of the Purchaser and (2) the
actual amount of interest accrued on Bonds so purchased; provided however in no
event shall the Available Interest Commitment be available for or used for
payment of interest on Purchased Bonds at the Purchased Bonds Rate.
 
     SECTION 2.02. METHOD OF PURCHASING.  (A) PURCHASE OF BONDS.  Under Section
  of the Series Bond Security Agreement, the Remarketing Agent is required to
give the Purchaser written or telephonic notice (promptly confirmed by telex or
telecopier), (a) no later than      a.m., New York time, on the      Business
Day prior to the Business Day on which Tendered Bonds are to be purchased by the
Tender Agent under the Series Bond Security Agreement, of (i) the aggregate
principal amount of Tendered Bonds that have been tendered for purchase on such
later Business Day and (ii) the aggregate principal amount of such Tendered
Bonds sold by the Remarketing Agent under the terms of the Series Bond Security
Agreement and (b) no later than      a.m., New York time, on the Business Day on
which Bonds are to be purchased by the Tender Agent under the Series Bond
Security Agreement of the aggregate principal amount of Tendered Bonds sold by
the Remarketing Agent under the terms of the Series Bond Security Agreement. No
later than      a.m., New York time, on the Purchase Date, the [Trustee] [Tender
Agent] shall give the Purchaser notice of the aggregate Purchase Price of the
Tendered Bonds required to be purchased pursuant to Section 2.02(b) below and
the amount of such Purchase Price comprising principal and the amount of such
Purchase Price comprising accrued interest. After receipt of the notice
specified in the preceding sentence of this paragraph, the Purchaser shall,
subject to Sections 2.01 and 2.02(a), [and unless it determines that its
obligation to purchase hereunder shall have been suspended or terminated in
accordance with Section 7.02 hereof,] by        p.m., New York time, on the
Purchase Date, make available such Purchase Price to the Tender Agent, in
immediately available funds, to be held in the Purchase Account as described in
Section   of the Series Bond Security Agreement. All funds provided by the
Purchaser hereunder shall be the Purchaser's own funds or funds derived from
Participants and not funds of the Issuer.
 
     (B) METHOD OF PURCHASE.  As soon as practicable after moneys become
available, but in any event not later than      p.m., New York City time, on
each Purchase Date, the Tender Agent is required under Section   of the Series
Bond Security Agreement to purchase, for the account of the Purchaser, at the
Purchase Price, with funds previously made available to the Tender Agent
pursuant to Section 2.02(a) above, that portion of the Tendered Bonds for the
purchase of which immediately available funds are not otherwise then available
for such purposes under Section   of the Series Bond Security Agreement. The
Tender Agent
 
                                        4

<PAGE>   7
 
   
is required under Section   of the Series Bond Security Agreement to remit to
the Purchaser such funds which are not so used to purchase Tendered Bonds. The
Bonds purchased with moneys made available to the Tender Agent as described in
Section 2.02(a) above shall constitute Purchased Bonds and (a) while the system
of book-entry described in Section   of the Series Bond Security Agreement is
not in effect, shall be registered in the name of the Purchaser, or any nominee
of the Purchaser, and such Purchased Bonds shall be held by the Tender Agent, as
agent of the Purchaser, on the date of such purchase, and (b) while such book-
entry system is in effect, the record ownership in such Purchased Bonds shall be
transferred to the Tender Agent and the Purchaser shall be the beneficial owner
of such Purchased Bonds.
    
 
     (C) NO LIABILITY OF PURCHASER FOR [TENDER AGENT'S] [TRUSTEE'S] FAILURE TO
ACT.  The Purchaser shall not have any responsibility for, or incur any
liability in respect of, any act, or any failure to act, by the [Tender Agent]
[Trustee] which results in the failure of the [Tender Agent] [Trustee], as the
case may be, (y) to credit the appropriate account with funds made available by
the Purchaser pursuant to this Section or (z) to effect the purchase of Tendered
Bonds with such funds pursuant to this Section.
 
     (D) REIMBURSEMENT OF THE INTEREST COMPONENT.  In the event that a Bond or
beneficial interest therein is purchased with moneys made available to the
Tender Agent by the Purchaser pursuant to this Section 2.02, the Purchaser shall
be entitled to reimbursement of the accrued interest component, if any, of the
Purchase Price of such Bond or beneficial interest (the "Interest Component"),
together with interest accrued thereon to the date of such reimbursement at the
Purchased Bonds Rate calculated on the basis of a year of 365 days and the
actual number of days elapsed. Unless otherwise provided in the Bond Security
Agreement, the Interest Component and such interest accrued thereon shall be
paid to the Purchaser on the earlier of the date on which such Bond or
beneficial interest is remarketed or the next succeeding Interest Payment Date
and shall be included in (and reimbursed as) interest accrued on such Bond or
beneficial interest. The Issuer may reimburse the Purchaser for such Interest
Component at any time prior to the time required by the preceding sentence.
 
     SECTION 2.03. REDUCTION OF COMMITMENT.  Upon any redemption, payment or
provision for payment pursuant to the Bond Security Agreement of all or any
portion of the principal amount of the Bonds so that such Bonds shall cease to
be Outstanding under the Bond Security Agreement, the aggregate Available
Principal Commitment of the Purchaser shall automatically be reduced by the
principal amount of such Bonds so redeemed, paid or with respect to which
provision for the payment thereof has been so made. The Issuer agrees to give
the Purchaser notice of any redemption (other than sinking fund redemption) or
defeasance of the Bonds pursuant to the Bond Security Agreement.
 
     SECTION 2.04. SALE OF BONDS.  (A) RIGHT TO SELL BONDS. The Purchaser
expressly reserves the right to sell, at any time, any Purchased Bond or the
beneficial interest therein subject, however, to the express terms of this
Agreement. The Purchaser agrees that such sales (other than sales made pursuant
to Section 2.04(c) hereof) will be made only to institutional investors or other
entities or individuals which customarily purchase commercial paper or
tax-exempt securities in large denominations. The Purchaser agrees to notify the
Insurer, the [Trustee], the [Tender Agent] and the Remarketing Agent promptly in
writing, which may be by telecopy, of any such sale (other than a sale made
pursuant to Section 2.04(c)) and to notify the transferee in writing that (i)
such Bond is no longer a Bond that the Purchaser is obligated to purchase
hereunder so long as it remains a Purchased Bond, (ii) such Bond or beneficial
interest may be transferred only as provided in this Section 2.04 while such
Bond is a Purchased Bond and (iii) such Bond is subject to sale, and may cease
to be a Purchased Bond, as provided in Section 2.04(c) hereof. The Purchaser
shall provide the [Trustee] [Tender Agent] with the written agreement of each
Purchased Bondholder purchasing a Purchased Bond or beneficial interest therein
from the Purchaser (i) acknowledging the terms of this Agreement relating to
Purchased Bonds, (ii) agreeing not to sell such Purchased Bond or beneficial
interest except for sales to the Purchaser, sales to a purchaser identified by
the Remarketing Agent pursuant to Section 2.04(b) and sales in accordance with
the immediately succeeding paragraph and (iii) specifying an address and
telephone number and account information for purposes of all notices and
payments to such Purchased Bondholder.
 
     Each Purchased Bondholder may sell any Purchased Bond or the beneficial
interest therein but only if any such sale is made in accordance with the terms
hereof applicable to sales of Purchased Bonds or beneficial
 
                                        5

<PAGE>   8
 
interests therein by the Purchaser, including the provisions set forth in the
foregoing paragraph of this Section 2.04(a).
 
     (B) PURCHASE NOTICES.  Prior to      a.m. (New York time) on any Business
Day on which a Purchased Bondholder owns Purchased Bonds or beneficial interests
therein, the [Trustee] [Tender Agent] may deliver a notice to such Purchased
Bondholder and to the Purchaser stating that the Remarketing Agent has located a
purchaser for some or all of such Purchased Bonds or beneficial interests and
that such purchaser desires to purchase on the Business Day following the date
on which such Purchased Bondholder receives such notice (in any such case, a
"Sale Date") an Authorized Denomination of such Purchased Bonds or beneficial
interests at a price which, together with any moneys to be provided by the
[Trustee] [Tender Agent] pursuant to the Bond Security Agreement with respect to
payment of interest, will equal the aggregate principal amount thereof plus
interest (including any unreimbursed Interest Component and interest thereon
under Section 2.02(d)) accrued and unpaid thereon to the Sale Date.
 
     (C) SALE OF PURCHASED BONDS.  A Purchased Bondholder shall decide whether
or not to sell any Purchased Bond or beneficial interest therein to any such
purchaser located by the Remarketing Agent and shall give written notice of such
decision to the [Trustee] [Tender Agent] and the Remarketing Agent by      p.m.
(New York time) on the Business Day preceding the Sale Date. In the event such
notice is not timely delivered by a Purchased Bondholder, such Purchased
Bondholder shall be deemed to have determined to sell such Purchased Bond or
beneficial interest. If a Purchased Bondholder determines or is deemed to have
determined to sell such Purchased Bond or beneficial interest, such Purchased
Bond or beneficial interest shall be returned to or released by the [Trustee]
[Tender Agent] by      a.m. (New York time) on the Sale Date against receipt of
the purchase price therefor as set forth in this Section 2.04 equal to the
principal amount thereof and accrued interest thereon in immediately available
funds by the Purchaser in accordance with Section 8.12 hereof or at the
Purchased Bondholder's address listed in the Bond Register, as the case may be,
whereupon such Bonds shall thereupon no longer be Purchased Bonds and the
[Trustee] [Tender Agent] shall notify the [Tender Agent] [Trustee] that such
Bonds are no longer Purchased Bonds. Any sale of a Purchased Bond pursuant to
this Section 2.04 shall be without recourse to the seller and without
representation or warranty of any kind. If a Purchased Bondholder notifies the
[Trustee] [Tender Agent] and the Remarketing Agent that it will not sell such
Purchased Bond or beneficial interest, such Bonds shall no longer be Purchased
Bonds as of the Sale Date, and the [Trustee] [Tender Agent] shall on the Sale
Date give notice to such effect to the [Tender Agent] [Trustee], the Remarketing
Agent, the Purchaser and such Purchased Bondholder.
 
     SECTION 2.05. FEES. (A) COMMITMENT FEE.  The Issuer hereby agrees to pay or
cause to be paid to the Purchaser a commitment fee with respect to the
commitment of the Purchaser hereunder at the rate of      % per annum [rate to
be determined] commencing on the Closing Date and continuing for the duration of
the Purchase Period on the average daily amount of the Available Commitment of
the Purchaser during each period as set forth hereinbelow. Such fee shall be
payable in immediately available funds in arrears on           [dates of payment
to be determined]. Fees payable pursuant to this Section shall be calculated on
the basis of a 365-day year and actual days elapsed. It is understood that such
fee shall be paid by the Issuer on the date due without the submission of any
invoice or demand therefor on the part of the Purchaser. For purposes of this
Section 2.05 only, the Available Commitment shall be deemed not to be reduced
during any period the same has been suspended pursuant to Section 7.02 hereof.
 
     (B) PURCHASE DEMAND FEE.  The Issuer agrees to pay or cause to be paid to
the Purchaser a purchase demand fee with respect to each demand for the
Purchaser to purchase Bonds hereunder in the amount of $     per purchase demand
[fee to be determined]. Such fees shall be payable in immediately available
funds on           [dates of payment to be determined] (each, a "Demand Fee
Payment Date"), the fees payable on each Demand Fee Payment Date to include all
unpaid purchase demand fees, if any, in respect of demands for the Purchaser to
purchase Bonds that occurred prior to such Demand Fee Payment Date. Payment
shall be made by the Issuer upon submission of an invoice therefor by the
Purchaser prior to the due date of such fees.
 
     SECTION 2.06. RIGHTS OF THE PURCHASER.  Upon purchasing Purchased Bonds or
beneficial interests therein, a Purchased Bondholder shall be entitled to and,
where necessary, deemed assigned, all rights and privileges accorded the
Bondholders or owners of beneficial interests in Bonds, as the case may be,
 
                                        6

<PAGE>   9
 
under the Bond Security Agreement. Upon purchasing Purchased Bonds or beneficial
interests therein, a Purchased Bondholder shall be recognized by the Issuer as
the true and lawful owner thereof free from any claims, liens, security
interests, equitable interests and other interests of the Issuer and the Insurer
[if applicable] except as such interests might be outstanding under the terms of
the Purchased Bonds and the Series Bond Security Agreement with respect to all
Bondholders.
 
     SECTION 2.07. CHANGE OF LAW.
 
     (A) INCREASED COSTS.  If, after the date of this Agreement, the adoption of
any governmental rule, any change in any governmental rule or the application or
requirements thereof (whether such change occurs in accordance with the terms of
such governmental rule as enacted, as a result of amendment or otherwise), any
change in the interpretation or administration of any governmental rule by any
governmental authority, or compliance by the Purchaser or any Participant with
any request or directive (whether or not having the force of law) of any
governmental authority (a "Change of Law"):
 
          (i) Shall subject the Purchaser or any Participant to any tax, duty or
     other charge with respect to the Purchaser's commitment hereunder, or shall
     change the basis of taxation of the Purchaser or any Participant on
     Purchased Bonds (except for changes in the rate of taxation on the overall
     net income of the Purchaser or any Participant); or
 
          (ii) Shall impose, modify or hold applicable any reserve, special
     deposit or similar requirement against assets held by, deposits or other
     liabilities in or for the account of, advances or loans by, or
     any other acquisition of funds by the Purchaser or any Participant for the
     Purchaser's commitment
     hereunder; or
 
          (iii) Shall impose on the Purchaser or any Participant any other
     condition related to the Purchaser's commitment hereunder;
 
and the effect of any of the foregoing is to increase the cost to the Purchaser
or any Participant of making, renewing, or maintaining the Purchaser's
commitment or of making, funding or maintaining purchases of the Purchaser
hereunder or to reduce any amount receivable by the Purchaser or any Participant
hereunder or under any Purchased Bonds; then the Issuer shall from time to time,
upon demand by the Purchaser or any Participant, pay to the Purchaser or any
Participant additional amounts sufficient to reimburse the Purchaser or any
Participant for such increased costs or to compensate the Purchaser or any
Participant for such reduced amounts relating to its commitment hereunder. A
certificate as to the amount of such increased costs or reduced amounts,
submitted by Purchaser or any Participant to the Issuer shall, in the absence of
manifest error, be conclusive and binding on the Issuer for all purposes.
 
     (B) CAPITAL REQUIREMENTS.  If, after the date of this Agreement, the
Purchaser or any Participant determines that (i) any Change of Law affects the
amount of capital required or expected to be maintained by the Purchaser or any
person controlling the Purchaser or any Participant (a "Capital Adequacy
Requirement") and (ii) the amount of capital maintained by the Purchaser or any
Participant which is attributable to or based upon the Available Commitment or
this Agreement must be increased as a result of such Capital Adequacy
Requirement (taking into account the Purchaser's or such Participant's policies
with respect to capital adequacy), the Issuer shall pay to the Purchaser or any
Participant, upon demand of the Purchaser or any Participant, such amounts as
the Purchaser or any Participant shall determine are necessary to compensate the
Purchaser for the increased costs to the Purchaser or any Participant of such
increased capital. A certificate of the Purchaser or any Participant setting
forth in reasonable detail the computation of any such increased costs,
delivered by the Purchaser or any Participant to the Issuer shall, in the
absence of manifest error, be conclusive and binding on the Issuer for all
purposes.
 
     (C) ISSUER RIGHT TO TERMINATE.  In the event that the Purchaser or any
Participant delivers a notice to the Issuer of an increased cost payable by the
Issuer pursuant to Section 2.07(a) or (b) hereof, the Issuer may, subject to the
terms of the Series Bond Security Agreement and to Section 8.06(c), terminate
this Agreement upon sixty (60) days prior written notice to the Purchaser.
 
                                        7

<PAGE>   10
 
                                  ARTICLE III.
 
                            THE PURCHASED BONDS RATE
 
   
     SECTION 3.01. PURCHASED BONDS TO BEAR INTEREST AT PURCHASED BONDS RATE.
(A) PURCHASED BONDS RATE.  Any Purchased Bond shall bear interest at the
Purchased Bonds Rate for the period commencing with the date that the Purchaser
purchases such Bond and continuing until such Bond is no longer a Purchased
Bond. Subject to the provisions of Section 3.01(b) hereof, the Purchased Bonds
Rate at any time shall be equal to [to be determined].
    
 
   
     (B) PAYMENT OF PRINCIPAL OF PURCHASED BONDS.  [Provisions with respect to
payment of principal of Purchased Bonds to be set forth as agreed upon by the
Purchaser, the Issuer and [if applicable] the Insurer].
    
 
                                  ARTICLE IV.
 
                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER
 
     SECTION 4.01. REPRESENTATIONS AND WARRANTIES.  The Issuer represents and
warrants to the Purchaser as of the Closing Date that
 
     (A) ORGANIZATION; POWER.  The Issuer is a           of the State of
          and has all requisite power and authority (i) to conduct its business,
to own its properties and to carry on its activities, (ii) to execute, deliver
and perform its obligations under the Bond Documents, (iii) to issue the Bonds
in the manner and for the purpose contemplated by the Bond Security Agreement,
and (iv) to execute, deliver or adopt, as the case may be, and perform its
obligations under all other agreements and instruments executed and delivered by
the Issuer pursuant to or in connection with this Agreement.
 
     (B) VALID AND BINDING OBLIGATIONS.  This Agreement constitutes, and each of
the Bond Documents constitute the legal, valid and binding obligation of the
Issuer enforceable against the Issuer in accordance with its respective terms,
except as enforcement may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and subject to usual
equity principles.
 
     (C) FINANCIAL CONDITION.  All of the Issuer's most recent Financial
Statements and its Annual Report, copies of which have been furnished to the
Purchaser, have been prepared in conformity with generally accepted accounting
principles (except as noted therein) and fairly present the financial condition
of each of the entities listed therein as at the then respective dates, and the
results of its operations for the period covered thereby. There has been no
change in the condition (financial or otherwise), operations or prospects of the
Issuer since the date of such Financial Statements or since the date of
preparation of the current and projected fiscal year plan.
 
     (D) OFFICIAL STATEMENT.  The information contained in the Official
Statement (other than with respect to the information contained therein and
furnished in writing by the Purchaser or [if applicable] the Bond Insurer), is
as of the date hereof true and correct in all material respects and does not
contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; and except as otherwise disclosed to
the Purchaser by the Issuer in writing, from the date of the Official Statement
to the date of execution of this Agreement there has occurred no material
adverse change in the condition, financial or otherwise of the Issuer, or in the
status of the required permits, licenses or approvals for the [Project]
[System].
 
     (E) REGULATORY APPROVALS.  Each authorization, consent, approval, license
or formal exemption from, or filing, declaration or registration with, any
court, governmental agency or regulatory authority (Federal, state or local),
required in connection with the execution and delivery or adoption, as the case
may be, and performance by the Issuer of the Bond Documents or the issuance by
the Issuer of the Bonds in the manner and for the purpose contemplated by this
Agreement and the Bond Documents, has been obtained or made and is in full force
and effect.
 
                                        8

<PAGE>   11
 
     (F) SECURITY.  The Bond Security Agreement creates the pledge, lien and
assignment which it purports to create to secure the Bonds [and the Issuer's
obligations hereunder] as and to the extent provided in the Bond Security
Agreement.
 
     (G) COMPLIANCE WITH LAWS AND CONTRACTS.  The execution and delivery or
adoption, as the case may be, and performance by the Issuer of this Agreement or
any Bond Document have been duly authorized by the Issuer and will not (i)
conflict with or violate the           [governing instruments of the Issuer] or
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to the Issuer,
(ii) result in a breach of or constitute a default under any indenture,
mortgage, deed of trust, ordinance or loan or credit agreement or any other
agreement, lease or instrument to which the Issuer is a party or by which it or
its properties may be bound or affected, or (iii) result in, or require, the
creation or imposition of any Lien (other than the Lien of the Bond Security
Agreement) upon or with respect to any of the properties now owned or hereafter
acquired by the Issuer; and the Issuer is not in material default under any such
law, order, rule, regulation, writ, judgment, injunction, decree, determination
or award or any such indenture, ordinance, agreement, lease or instrument.
 
     (H) DEFAULTS.  No Event of Default or an event which with the lapse of
time, the giving of notice, or both, would constitute an Event of Default has
occurred and is continuing.
 
     (I) LITIGATION.  Except as set forth in the Official Statement, there is no
action, suit, proceeding, inquiry or investigation at law or in equity or before
or by any court, public board, body or official pending or, to the knowledge of
the Issuer, threatened against or affecting (i) the transactions contemplated by
or the validity of any Bond Documents or this Agreement, or any agreement or
instrument to which the Issuer is a party and which is issued or contemplated
for use in the consummation of the transactions contemplated by the Bond
Documents or this Agreement, (ii) the tax exempt status of the Issuer or of the
interest on the Bonds, (iii) the Issuer's ability to perform its obligations
under this Agreement or the Bond Documents to which it is a party, or (iv) which
in any way contests the existence, organization or powers of the Issuer or the
titles of the officers of the Issuer to their respective offices; or which in
the aggregate might materially adversely affect the Issuer's property, assets,
operations or condition, financial or otherwise, or which in any manner draws
into question the validity or enforceability of this Agreement or any Bond
Document.
 
     (J) SOVEREIGN IMMUNITY.  The defense of sovereign immunity is not available
to the Issuer in any proceeding initiated by the Purchaser to enforce any of the
obligations of the Issuer under this Agreement or the Bond Documents and, to the
extent permitted by law, the Issuer consents to the initiation of any such
proceeding in any federal or state court of competent jurisdiction located in
the State and agrees not to assert the defense of sovereign immunity in any such
proceeding.
 
     (K) BOND DOCUMENTS.  The Issuer makes each of the representations and
warranties contained in the Bond Documents to which the Issuer is a party to,
and for the benefit of, the Purchaser as if the same were set forth in full
herein.
 
                                   ARTICLE V.
 
                            COVENANTS OF THE ISSUER
 
     SECTION 5.01. AFFIRMATIVE COVENANTS.  During the term of this Agreement,
and until the obligations of the Issuer to the Purchaser hereunder or under any
Purchased Bond are paid in full and the Purchaser has no further commitment
hereunder, unless the Purchaser shall otherwise consent in writing, the Issuer
hereby covenants to:
 
          (A) MAINTAIN POLICY.  [If applicable] Maintain the Policy and shall
     use its best effort to obtain substitute bond insurance if the Policy
     becomes invalid or uncollectible as to all or any portion of the principal
     of and interest on the Bonds (including Bonds bearing interest at the
     Purchased Bonds Rate).
 
          (B) NOTICE OF DEFAULT.  Forthwith after the Issuer shall have obtained
     knowledge of the occurrence of an Event of Default or Default, provide to
     the Purchaser the written statement of an authorized officer
 
                                        9

<PAGE>   12
 
     of the Issuer setting forth the details of each such Event of Default or
     Default and the action which the Issuer proposes to take with respect
     thereto.
 
          (C) FINANCIAL STATEMENTS.  Within      days after the end of each
     fiscal year of the Issuer, and within      days after the end of each
     quarter of the Issuer's fiscal year, or at such earlier time as the same
     may be available, provide to the Purchaser financial statements consisting
     of a balance sheet of the [Project] [System] as at the end of such period
     and a statement of income and retained earnings of the [Project] [System]
     for such fiscal year, setting forth in comparative form the corresponding
     figures, if any, for the preceding fiscal period, all in reasonable detail
     and accompanied by (i) in the case of the financial statements prepared at
     the end of the Issuer's fiscal year, an audit report of nationally
     recognized independent public accountants stating that such financial
     statements have (except as noted therein) been prepared in accordance with
     generally accepted accounting principles consistently applied and (ii) in
     any case a certificate from an authorized financial officer of the Issuer
     stating that no Event of Default or Default has come to his attention which
     was continuing at the end of such fiscal period or on the date of his
     certificate, or if there has been or currently exists an Event of Default
     or Default, indicating the nature of such Default or Event of Default and
     the action which the Issuer proposes to take with respect thereto.
 
          (D) PRESERVATION OF EXISTENCE, ETC.  Preserve and maintain its
     existence, rights and privileges in the State of           , and qualify
     and remain qualified and authorized to do business in each other
     jurisdiction in which such qualification is necessary in view of its
     activities or operations with respect to the [Project][System].
 
          (E) USE OF PROCEEDS OF BONDS.  Use the proceeds from the sale of Bonds
     as provided in the Series Bond Security Agreement.
 
          (F) USE OF PROCEEDS OF PURCHASE HEREUNDER.  Cause the [Trustee]
     [Tender Agent] to use the proceeds from any purchase of Bonds made
     hereunder solely to pay for the Purchase Price of Tendered Bonds as more
     fully described in Sections 2.01 and 2.02 hereof.
 
          (G) CERTAIN OBLIGATIONS.  Use its best efforts to cause [if
     applicable] the Insurer at all times to comply with the Policy and each of
     the Paying Agent, the Tender Agent and the Remarketing Agent at all times
     to comply with the terms of the Bond Documents to which it is a party.
 
          (H) CERTAIN PARTIES.  At all times have a Trustee, Paying Agent,
     Tender Agent and Remarketing Agent performing the duties thereof
     contemplated by the Bond Security Agreement.
 
          (I) INSPECTION.  Upon reasonable notice permit any Person designated
     by the Purchaser in writing, at the Purchaser's expense, to visit any of
     the properties of the Issuer relating to the Bonds or this Agreement, to
     examine the corporate books and financial records of the Issuer and make
     copies thereof or extracts therefrom, and to discuss the affairs, finances
     and accounts of the Issuer with the principal officers of the Issuer and
     its independent public accountants relating to the Bonds or this Agreement,
     all at such reasonable times and as often as the Purchaser may reasonably
     request.
 
          (J) COMPLIANCE WITH AGREEMENTS.  Observe and perform all of its
     obligations under this Agreement, the Bonds and the other Bond Documents.
 
          (K) CERTAIN NOTICES.  Furnish to the Purchaser a copy of any notice,
     certification, demand or other writing or communication given by [if
     applicable] the Insurer or the Tender Agent to the Issuer or by the Issuer
     to [if applicable] the Insurer or the Tender Agent under or in connection
     with the Bonds or any of the Bond Documents, in each case promptly after
     the receipt or giving of the same.
 
          (L) LITIGATION NOTICE.  Give the Purchaser prompt notice of any
     action, suit or proceeding known to it at law or in equity or by or before
     any governmental instrumentality or other agency which, if adversely
     determined, could materially impair the ability of the Issuer to carry out
     its obligations under the Law, this Agreement, the Bonds or any other
     document, instrument or agreement required hereunder or thereunder, or
     would materially and adversely affect its assets or financial condition.
 
                                       10

<PAGE>   13
 
          (M) OTHER NOTICES.  Promptly give written notice to the Purchaser of
     (i) any material dispute which may exist between the Issuer and either the
     Insurer [if applicable] or Tender Agent or any dispute in connection with
     any transaction contemplated under this Agreement or (ii) any matter or
     event which may result in a material adverse change in the Issuer's
     financial condition or operations.
 
          (N) INCORPORATION OF COVENANTS BY REFERENCE.  The Issuer agrees that
     it will perform and comply with each and every covenant and agreement
     required to be performed or observed by it in the Bond Documents, which
     provisions, as well as related defined terms contained therein, are hereby
     incorporated by reference herein with the same effect as if each and every
     such provision were set forth herein in its entirety. To the extent that
     any such incorporated provision permits any Person to waive compliance with
     or consent to such provision or requires that a document, opinion or other
     instrument or any event or condition be acceptable or satisfactory to any
     Person, for purposes of this Agreement, such provision shall be complied
     with only if it is waived or consented to by the Purchaser and such
     document, opinion or other instrument shall be satisfactory to the
     Purchaser. No amendment to such covenants and agreements or defined terms
     made pursuant to the Bond Documents shall be effective to amend such
     covenants and agreements and defined terms as incorporated by reference
     herein without the consent of the Purchaser.
 
     SECTION 5.02. NEGATIVE COVENANTS.  The Issuer covenants, undertakes and
agrees with the Purchaser that, from the date of execution hereof and so long as
any Bond remains Outstanding or any other amounts are due to the Purchaser under
this Agreement, it will not:
 
          (A) COMPLIANCE WITH LAWS, ETC.  Violate any laws, rules, regulations,
     or governmental orders to which it is subject, which violation involves a
     reasonable possibility of materially and adversely affecting its financial
     condition, business or results of operations or of materially adversely
     affecting the Issuer's ability to perform its obligations under this
     Agreement or the Bond Documents.
 
          (B) LIENS.  Except as provided in Section(s)   of the Bond Security
     Agreement, issue or incur any bonds, notes, debentures, obligations or
     other evidences of indebtedness of similar nature, other than the Bonds,
     payable out of or secured by a Lien on the Pledged Revenues or other
     moneys, securities or funds held or set aside by the Issuer under the Bond
     Security Agreement; or create or cause to be created any Lien on the
     Pledged Revenues or such moneys, securities or funds, except as provided in
     the Bond Security Agreement.
 
          (C) OTHER INDEBTEDNESS.  Except as provided in Section   of the Bond
     Security Agreement, create or incur any indebtedness for borrowed money
     payable from the Pledged Revenues which is prior to or on a parity with the
     lien on Pledged Revenues which secures the Bonds.
 
          (D) AMENDMENTS.  Amend or modify the Bond Documents in a material
     manner relating in any way to this Agreement or the Standby Purchaser or
     having a material adverse effect on the Issuer's ability to pay when due
     principal of or interest on any Bond, without the prior written consent of
     the Purchaser.
 
          (E) OFFICIAL STATEMENT.  Refer to the Purchaser in any Official
     Statement or make any changes in reference to the Purchaser in any Official
     Statement without the Purchaser's prior written consent thereto. Upon
     specific request of the Issuer therefor in each instance, the Purchaser
     agrees to provide such information with respect to the Purchaser as may be
     reasonably requested by the Issuer and required to enable the Issuer to
     comply with applicable disclosure requirements for the Official Statement.
 
          (F) MERGER WITHOUT ASSUMPTION.  Take any action, or permit any action
     to occur or be taken by any other person, that would cause a Merger Without
     Assumption.
 
                                  ARTICLE VI.
 
                              CONDITIONS PRECEDENT
 
     SECTION 6.01.  CONDITIONS TO PURCHASER'S ENTERING INTO AGREEMENT. (A)
DOCUMENTATION AND FEES.  It shall be a condition precedent to the Purchaser's
entering into this Agreement that all corporate and other proceedings taken in
connection with the transactions contemplated
 
                                       11

<PAGE>   14
 
hereby and all documents incident thereto shall be in form and substance
satisfactory to the Purchaser and that the Purchaser shall have received on or
prior to the Closing Date:
 
          (i) a true and complete original of this Agreement;
 
          (ii) [if applicable] a photocopy of the Policy;
 
          (iii) resolutions of the Issuer authorizing the Bond Documents and the
     issuance of the Bonds, certified on the Closing Date by the Secretary of
     the Issuer;
 
          (iv) a certified copy of the [governing instruments of the Issuer] and
     evidence of the filing of required notices with respect thereto with the
     office of the Secretary of the State of           ;
 
          (v) a copy certified on the Closing Date by the Secretary or Assistant
     Secretary of any Bond Documents delivered on or prior to the Closing Date;
 
          (vi) signature and incumbency certificates, dated the Closing Date, of
     the signatories of the Issuer executing this Agreement;
 
          (vii) copies of the legal opinions rendered in connection with the
     issuance of the Bonds, and the delivery of the Bond Documents, dated the
     Closing Date, either addressed to the Purchaser or stating that the
     Purchaser is entitled to rely thereon as if said opinions were addressed to
     it;
 
          (viii) an executed opinion of counsel to the Issuer as to the due
     authorization, execution, delivery and enforceability of this Agreement;
 
          (ix) [if applicable] a copy of the opinion of counsel to the Insurer
     dated the Closing Date, either addressed to the Purchaser or stating that
     the Purchaser is entitled to rely thereon as if said opinion were addressed
     to it as to (i) the due authorization, execution and delivery of the Policy
     and (ii) the legality, validity, binding effect and enforceability of the
     Policy;
 
          (x) payment of the fees, expenses and other amounts then due, if any,
     referred to in Section 8.05; and
 
          (xi) a certificate of the chief executive officer or the chief
     financial officer of the Issuer, to the effect that all representations and
     warranties of the Issuer contained or incorporated by reference herein or
     otherwise made in writing in connection herewith or in the other Bond
     Documents are true and correct as though such representations and
     warranties had been made as of the date of this Agreement and that no Event
     of Default or Default exists under this Agreement.
 
     (B) ADDITIONAL CONDITIONS PRECEDENT TO ENTERING INTO THIS AGREEMENT.
 
     (i) This Agreement and each of the Bond Documents shall have been duly
executed and delivered by the parties thereto, shall each be in full force and
effect, and shall each be in form and substance satisfactory to the Purchaser;
and
 
     (ii) All municipal, corporate and legal proceedings and all instruments in
connection with the transactions contemplated by this Agreement and the Bond
Documents shall be satisfactory in form and substance to the Purchaser and its
counsel and the Purchaser shall have received all documents, including records
of corporate proceedings and governmental approvals, which it may reasonably
request in connection with the transactions contemplated by this Agreement and
the Bond Documents, any such document where appropriate to be certified by
proper officers.
 
                                       12

<PAGE>   15
 
                                  ARTICLE VII.
 
                          EVENTS OF DEFAULT; REMEDIES
 
     SECTION 7.01. EVENTS OF DEFAULT.  Each of the following shall constitute an
"Event of Default" of the Issuer hereunder:
 
          (a) Any principal or interest due on the Bonds is not paid by the
     Issuer when due and [if applicable] such principal or interest is not paid
     by the Insurer when, as, and in the amounts required to be paid pursuant to
     the terms of the Policy; or
 
          (b) Nonpayment of any amounts payable under Section 2.05 hereof within
     five Business Days after the Insurer [if applicable] and the Issuer have
     received notice from the Purchaser that the same were not paid when due; or
 
          (c) Nonpayment of any other fees, or any other amount, when due
     hereunder, if such failure to pay when due shall continue for seven
     Business Days after written notice thereof to the Issuer and the Insurer
     [if applicable] by the Purchaser; or
 
          (d) Any representation or warranty made by the Issuer under or in
     connection with this Agreement or any of the Bond Documents shall prove to
     be untrue in any material respect on the date as of which it was made; or
 
   
          (e) The breach by the Issuer of any of the terms or provisions of
     Section 5.01 or Section 5.02 [with such grace periods as may be
     determined]; or
    
 
          (f) A proceeding is instituted in a court having jurisdiction over the
     Issuer, any of its activities or any of its properties seeking an order for
     relief, rehabilitation, reorganization, conservation, liquidation or
     dissolution in respect of the Issuer under applicable law and such
     proceeding is not terminated for a period of 60 consecutive days or such
     court enters an order granting the relief sought in such proceeding or the
     Issuer shall institute or take any corporate action for the purposes of
     instituting any such proceeding; or the Issuer shall become insolvent or
     unable to pay its debts as they mature or shall commence a voluntary case
     under any applicable bankruptcy, insolvency or other similar law now or
     hereafter in effect, shall consent to the entry of an order for relief in
     an involuntary case under any such law or shall consent to the appointment
     of or taking possession by a receiver, liquidator, assignee, trustee,
     custodian or sequestrator (or other similar official) of the Issuer or for
     any substantial part of its property, or shall make a general assignment
     for the benefit of creditors, or shall fail generally to pay its debts or
     claims as they become due, or shall take any corporate action in
     furtherance of any of the foregoing; or
 
          (g) (1) The Issuer shall default in any payment of principal of or
     interest on any obligation for borrowed money (or any obligation under any
     conditional sale or other title retention agreement or any obligation
     secured by a purchase money mortgage or any obligation under notes payable
     or drafts accepted representing extensions of credit) payable from the
     Pledged Revenues beyond any period of grace provided with respect thereto;
     or (2) the Issuer shall default in the performance or observance of any
     other agreement, term or condition contained in any agreement under which
     any such obligation is created (or if any other event or default thereunder
     or under such agreement shall occur and be continuing) and the effect of
     such event or default is to cause, or to permit the holder or holders of
     such obligation (or a trustee on behalf of such holder or holders) to
     cause, such obligation to become due prior to its stated maturity; or
 
          (h) The failure on the part of the Issuer to perform or observe any
     other term, covenant or agreement contained in this Agreement or any of the
     other Bond Documents on its part to be performed or observed and (a) with
     respect to any such term, covenant or agreement contained in this Agreement
     (other than in Section 5.01 or 5.02 hereof), any such failure remains
     unremedied for 30 days; and (b) with respect to any such term, covenant or
     agreement contained in any of the other Bond Documents, any such failure
     remains unremedied after any applicable grace period specified in such Bond
     Document; or
 
                                       13

<PAGE>   16
 
          (i) The Bond Security Agreement shall terminate or cease to be of full
     force and effect, other than as a result of any redemption or defeasance in
     full of the Bonds; or the Issuer shall in writing to the Trustee claim that
     its obligations under the Bonds, the Bond Security Agreement, any Bond
     Document or this Agreement are not valid and binding on the Issuer or
     repudiate such obligations; or the Issuer shall initiate any legal
     proceedings to seek an adjudication that any such obligations are not valid
     and binding on the Issuer; or any court or governmental authority with
     jurisdiction to rule on the validity of such obligations shall announce,
     find or rule that any such obligations are not valid and binding on the
     Issuer; or
 
          (j) The occurrence of any "'Event of Default" as defined in the Bond
     Security Agreement; or
 
          (k) [If applicable] The occurrence of an Insurer Event of Insolvency;
     or
 
          (l) [If applicable] The President or an Executive Vice President of
     the Insurer shall in writing to the Trustee claim that the Policy with
     respect to the payment of principal or interest on the Bonds is not valid
     and binding on the Insurer, and repudiate the obligations of the Insurer
     under the Policy with respect to payment of principal of or interest on the
     Bonds, or the Insurer shall initiate any legal proceedings to seek an
     adjudication that the Policy, with respect to the payment of principal of
     or interest on the Bonds, is not valid and binding on the Insurer; or
 
          (m) [If applicable] Any court or governmental authority with
     jurisdiction to rule on the validity of the Policy shall announce, find or
     rule that the Policy is not valid and binding on the Insurer; or
 
          (n) [If applicable] Any default by Insurer in making payment when, as
     and in the amounts required to be made pursuant to the express terms and
     provisions of any other municipal insurance policy or surety bond issued by
     Insurer; or
 
          (o) Moody's [and] [or] S&P each shall withdraw or suspend its
     respective long-term rating of the Bonds or shall reduce such rating to
     less than "          " and "          " (or the then current equivalent
     thereof), as the case may be.
 
     [SECTION 7.02. REMEDIES.  [IF THE PURCHASER DOES NOT HAVE THE RIGHT TO
SUSPEND OR TERMINATE ITS OBLIGATION TO PURCHASE WITHOUT A FINAL MANDATORY TENDER
FOR PURCHASE OF THE BONDS, INSERT:] (a) Upon the occurrence of an Event of
Default as specified in clause      of Section 7.01 hereof [clauses to be
determined], the Purchaser may give a written notice of such Event of Default to
the Issuer, the [Tender Agent] [Trustee] and the Remarketing Agent specifying a
date on which its obligation to purchase Bonds hereunder shall terminate, which
shall not be less than      days after the receipt of such notice. The Available
Commitment and the obligation of the Purchaser to purchase Bonds hereunder shall
terminate on the date so specified in such written notice from the Purchaser.
The giving of such notice shall not affect the obligation of the Purchaser to
purchase Bonds prior to close of business on the date on which such obligation
terminates.
 
     (b) Upon the occurrence of an Event of Default, the Purchaser shall have
all remedies provided at law or equity, including, without limitation, specific
performance, and remedies may be pursued in any order determined by the
Purchaser; provided, however, that the Purchaser shall not have the right to
terminate the Available Commitment and its obligation to purchase Bonds except
as provided in paragraph (a) of this Section 7.02.]
 
     [SECTION 7.02. REMEDIES.  [IF THE BONDS ARE INSURED AND THE PURCHASER DOES
HAVE THE RIGHT UPON THE OCCURRENCE OF CERTAIN EVENTS OF DEFAULT TO SUSPEND OR
TERMINATE ITS OBLIGATION TO PURCHASE WITHOUT A FINAL MANDATORY TENDER FOR
PURCHASE OF THE BONDS, INSERT]:  (a) Upon the occurrence of an Event of Default
as specified in clause (l) or (m) of Section 7.01 hereof, the Purchaser's
obligations under Section 2.01 hereof shall be immediately suspended without
notice or demand and thereafter the Purchaser shall be under no obligation to
purchase hereunder until the Available Commitment is reinstated as described
below. Promptly upon the Purchaser's obtaining knowledge of any such Event of
Default, the Purchaser shall notify the Issuer, the [Tender Agent], the
[Trustee] and the Remarketing Agent of such suspension in writing; provided,
that the Purchaser shall incur no liability or responsibility whatsoever by
reason of its failure
 
                                       14

<PAGE>   17
 
to give such notice and such failure shall in no way affect the suspension of
the Purchaser's obligations hereunder. If a court with jurisdiction to rule on
the validity of the Policy shall thereafter enter a final, nonappealable
judgment that the Policy is not valid and binding on the Insurer then the
Available Commitment and the Purchaser's obligation to purchase under Section
2.01 hereof shall immediately terminate without notice or demand. If a court
with jurisdiction to rule on the validity of the Policy shall find or rule that
the Policy is valid and binding on the Insurer, then the Purchaser's obligation
to purchase under Section 2.01 hereof shall thereupon be reinstated (unless the
Purchase Period shall otherwise have been terminated or suspended as provided in
this Agreement). Notwithstanding the foregoing, if three years after the
effective date of suspension of the Purchaser's obligation to purchase Bonds
pursuant to this paragraph (a) litigation is still pending and a final,
nonappealable judgment regarding the validity of the Policy has not been entered
by a court with jurisdiction to rule on the validity of the Policy, then the
Available Commitment and the Purchaser's obligation to purchase shall, unless
previously terminated pursuant to any other provision of this Agreement, at such
time terminate without notice or demand.
 
     (b) Upon the occurrence of an Event of Default as specified in clause (a),
(k) or      [additional clauses, if any, to be determined] of Section 7.01
hereof, the Available Commitment and the obligation of the Purchaser to purchase
Bonds shall immediately terminate and expire without notice or demand. Promptly
upon the Purchaser's obtaining knowledge of any such Event of Default, the
Purchaser shall give written notice of the same to the Issuer, the [Tender
Agent], the [Trustee] and the Remarketing Agent; provided that the Purchaser
shall incur no liability or responsibility whatsoever by reason of its failure
to give such notice and such failure shall in no way affect the termination of
the Available Commitment and the obligation of the Purchaser to purchase Bonds.
 
     (c) Upon the occurrence of an Event of Default as specified in clause
of Section 7.01 hereof [clauses to be determined], the Purchaser may give
written notice of such Event of Default to the Issuer, the [Tender Agent], the
[Trustee] and the Remarketing Agent specifying a date on which its obligation to
purchase Bonds hereunder shall terminate, which shall not be less than      days
after the receipt of such notice. The Available Commitment and the obligation of
the Purchaser to purchase Bonds hereunder shall terminate on the date so
specified in such written notice from the Purchaser. The giving of such notice
shall not affect the obligation of the Purchaser to purchase Bonds prior to
close of business on the date on which such obligation terminates.
 
     (d) Upon the occurrence of an Event of Default, the Purchaser shall have
all remedies provided at law or equity, including, without limitation, specific
performance, and remedies may be pursued in any order determined by the
Purchaser; provided, however, that the Purchaser shall not have the right to
terminate the Available Commitment and its obligation to purchase Bonds except
as provided in paragraph (a), (b) or (c) of this Section 7.02].
 
     [SECTION 7.02. REMEDIES.  [IF THE BONDS ARE NOT INSURED AND THE PURCHASER
DOES HAVE THE RIGHT UPON THE OCCURRENCE OF CERTAIN EVENTS OF DEFAULT TO SUSPEND
OR TERMINATE ITS OBLIGATION TO PURCHASE WITHOUT A FINAL MANDATORY TENDER FOR
PURCHASE OF THE BONDS, INSERT]:  (a) Upon the occurrence of an Event of Default
as specified in clause      of Section 7.01 hereof [clauses to be determined],
the Available Commitment and the obligation of the Purchaser to purchase Bonds
shall immediately terminate and expire without notice or demand. Promptly upon
the Purchaser's obtaining knowledge of any such Event of Default, the Purchaser
shall give written notice of the same to the Issuer, the [Tender Agent], the
[Trustee] and the Remarketing Agent; provided that the Purchaser shall incur no
liability or responsibility whatsoever by reason of its failure to give such
notice and such failure shall in no way affect the termination of the Available
Commitment and the obligation of the Purchaser to purchase Bonds.
 
     (b) Upon the occurrence of an Event of Default as specified in clause
of Section 7.01 hereof [clauses to be determined], the Purchaser may give
written notice of such Event of Default to the Issuer, the [Tender Agent], the
[Trustee] and the Remarketing Agent specifying a date on which its obligation to
purchase Bonds hereunder shall terminate, which shall not be less than      days
after the receipt of such notice. The Available Commitment and the obligation of
the Purchaser to purchase Bonds hereunder shall terminate on the date so
specified in such written notice from the Purchaser. The giving of such notice
shall
 
                                       15

<PAGE>   18
 
not affect the obligation of the Purchaser to purchase Bonds prior to close of
business on the date on which such obligation terminates.
 
     (c) Upon the occurrence of an Event of Default, the Purchaser shall have
all remedies provided at law or equity, including, without limitation, specific
performance, and remedies may be pursued in any order determined by the
Purchaser; provided, however, that the Purchaser shall not have the right to
terminate its obligation to purchase Bonds except as provided in paragraph (a)
or (b) of this Section 7.02].
 
                                 ARTICLE VIII.
 
                                 MISCELLANEOUS
 
   
     SECTION 8.01. WAIVER; PARTIES IN INTEREST; CAPTION HEADINGS.  No failure or
delay on the part of the Purchaser in exercising any right, power or privilege
hereunder and no course of dealing shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Purchaser would
otherwise have. No notice to or demand on the Issuer or any other party hereto
in any case shall entitle the Issuer or such other party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Purchaser to any other or further action in any circumstances
without notice or demand. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the parties hereto. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; provided, however, that the Issuer may not assign or transfer
any of its interest hereunder without the prior written consent of the Purchaser
and [if applicable] the Insurer if the Insurer will be affected thereby. It is
understood that this Agreement is also for the benefit of the [Trustee] [Tender
Agent] and the Standby Purchaser Guarantor, and that the Standby Purchaser
Guarantor is entitled to exercise all rights and remedies herein provided to the
Purchaser upon payment under the Standby Purchase Guarantee.
    
 
     The captions in this Agreement are for convenience of reference only and
shall not affect the meaning or construction of or define or limit any of the
provisions hereof.
 
     SECTION 8.02. GOVERNING LAW.  THE OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT ARE TO BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, AND
SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
CHOICE OF LAW DOCTRINE IT BEING UNDERSTOOD HOWEVER THAT THE CORPORATE POWERS AND
LEGAL CAPACITY OF THE ISSUER SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF                .
 
     SECTION 8.03. SEVERABILITY.  If any provision of this Agreement shall be
held or deemed to be or shall in fact be illegal, inoperative or unenforceable,
the same shall not affect any other provision or provisions herein contained or
render the same invalid, inoperative or unenforceable to any extent whatever.
 
     SECTION 8.04. COUNTERPARTS.  This Agreement may be simultaneously executed
in several counterparts, each of which shall be deemed an original, and it shall
not be necessary in making proof of this Agreement to produce or account for
more than one such counterpart.
 
     SECTION 8.05. FEES; EXPENSES; DOCUMENTARY TAXES; INDEMNIFICATION.  (a) The
Issuer agrees, whether or not the transactions hereby contemplated shall be
consummated, to pay, and save the Purchaser harmless against liability for the
payment of, all reasonable out-of-pocket costs and expenses arising in
connection with this transaction including, without limitation, the preparation,
execution and delivery of this Agreement and related documents, the enforcement
of, or the preservation of, any rights under this Agreement, the other Bond
Documents, the Bonds, and related documents, any modification or consent under
such documents and instruments, the reasonable fees and expenses of counsel for
the Purchaser, and all
 
                                       16

<PAGE>   19
 
stamp and documentary taxes (including interest and penalties, if any) which may
be payable in respect of such documents.
 
     (b) To the maximum extent permitted by law, the Issuer hereby agrees to
indemnify, defend and hold the Purchaser and each Participant harmless from and
against all liability (including, without limitation, interest, penalties and
all reasonable attorneys' fees) to which the Purchaser or any Participant may
become subject insofar as such liability arises out of or is based upon a suit,
proceeding, investigation or governmental action brought or taken in connection
with the [Project][System], this Agreement, the other Bond Documents or related
documents or the use (or the proposed or potential use) of the proceeds of any
purchase under this Agreement.
 
     (c) Any action taken or omitted by the Purchaser, under or in connection
with this Agreement or drafts or documents relating thereto, if taken or omitted
without gross negligence, shall be binding upon the Issuer and shall not result
in the Purchaser incurring any liability to the Issuer.
 
   
     (d) To the maximum extent permitted by law, the Issuer hereby agrees at all
times to protect, indemnify and save harmless the Purchaser and each Participant
from and against any and all claims, actions, investigations, suits and other
legal proceedings, and from and against any and all losses, claims, demands,
liabilities, damages, costs, charges, counsel fees and other expenses which the
Purchaser or any Participant may, at any time, sustain or incur by reason of or
in consequence of or arising out of (i) a misstatement of a material fact in, or
omission of a material fact from, the Official Statement or other offering
document (other than information furnished by the Purchaser in writing to the
Issuer for use in the Official Statement and used in strict conformity with the
information so provided, which information is held by a court of competent
jurisdiction to contain an untrue statement of a material fact or to omit to
state a material fact necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading), (ii) the
execution and delivery of this Agreement or any Bond Document, the issuance of
the Bonds or any failure of the Tender Agent to pay the Purchase Price of
tendered Bonds following performance by the Purchaser of its obligations
hereunder; provided, however, that the Issuer shall be required to protect,
indemnify and save harmless the Purchaser or any Participant from and against
any of the foregoing to the extent caused by the Purchaser's gross negligence or
willful misconduct. The Purchaser shall not, in any way, be liable for any
failure by the Purchaser to purchase Tendered Bonds under this Agreement as a
result of any act of a governmental authority or any other cause beyond the
control of the Purchaser. The obligations of the Issuer under this Section 8.05
shall survive the payment of the Bonds and the termination of this Agreement.
    
 
     SECTION 8.06. TERM OF THE AGREEMENT; TERMINATION OF PURCHASE PERIOD UPON
ELECTIONS OF THE ISSUER.
 
   
     (a) The term of this Agreement shall be until the later of (i) the payment
of all amounts due to the Purchaser by the Issuer under this Agreement and any
Purchased Bonds, including, without limitation, interest on the Purchased Bonds
at the Purchased Bonds Rate, and (ii) the end of the Purchase Period as
determined in accordance with the definition thereof set forth in Section 1.01
hereof.
    
 
     (b) By written direction provided to the [Trustee] [Tender Agent] and a
copy thereof to the Purchaser, the Issuer may elect to terminate the Purchase
Period at any time if the short-term ratings of the Bonds are withdrawn,
suspended or reduced below "     " in the case of Standard & Poor's or "       "
in the case of Moody's; provided, however, that the effective date of any such
termination shall be at least      days after such direction is received by the
[Trustee] [Tender Agent] and a copy thereof is received by the Purchaser unless
an Alternate Standby Agreement is provided in accordance with Section 8.06(c) of
this Agreement in which event the effective date of such termination shall be at
least      days after such Alternate Standby Agreement is so provided.
 
     (c) In addition, subject to the terms of the Series Bond Security Agreement
and this paragraph, the Issuer may elect to cause the termination of the
Purchase Period at any time by providing to the [Tender Agent] [Trustee] an
Alternate Standby Agreement in substitution for this Agreement; provided,
however, that the Issuer shall give the Purchaser at least      days' prior
written notice of any such substitution. The provision of an Alternate Standby
Agreement shall be subject to the condition that the Standby Purchaser
thereunder shall purchase any Purchased Bonds at a purchase price equal to the
principal amount thereof and
 
                                       17

<PAGE>   20
 
interest thereon (including any Interest Component and interest thereon under
Section 2.02(d) of this Agreement) accrued and unpaid to the date of such
termination.
 
     SECTION 8.07. EXTENSION OF PURCHASE PERIOD; NOTICE OF NON-EXTENSION.
 
     (a) If the short-term ratings of the Bonds are at least "A-1" in the case
of Standard & Poor's and "VMIG-1" in the case of Moody's, the Purchaser may, by
written notice given to the Issuer and the [Trustee] [Tender Agent] on or before
the      day prior to the expiration date of the then current Purchase Period
(giving effect to any prior extensions of the Purchase Period), elect to extend
the Purchase Period for an additional 364-day period or if the final maturity of
the Bonds shall occur within such period, for an additional period ending on the
date of such final maturity of the Bonds (such additional period to commence on
the expiration date of the then current Purchase Period). In such event,
effective upon the Issuer's receipt of such notice of the Purchaser, the
Purchase Period shall be deemed extended for such additional 364-day period.
 
     (b) If the Purchaser does not give the written notice referred to in
paragraph (a) of this Section 8.07, the Issuer may, on or before the      day
prior to the expiration of the Purchase Period (and if by the      day prior to
the expiration of the Purchase Period as extended pursuant to this Section), but
no earlier than the      day prior to the expiration of the Purchase Period,
request that the Purchaser agree to an extension of the Purchase Period for an
additional      day period or if the final maturity of the Bonds shall occur
within such period, for an additional period ending on the date of such final
maturity of the Bonds (such additional period to commence on the expiration date
of the then current Purchase Period). Within      days following its receipt of
a request for an extension of the Purchase Period, the Purchaser shall give
written notification to the Issuer, the Insurer [if applicable] and the [Tender
Agent] [Trustee] as to whether it elects to extend such Purchase Period;
provided, that if the Purchaser fails to give any such notice, this Agreement
shall expire at the end of the Purchase Period then in effect.
 
     SECTION 8.08. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
representations and warranties of the Issuer and the Purchaser contained in this
Agreement shall survive delivery of this Agreement and the transactions
contemplated hereby. All covenants of the Issuer to make payments to the
Purchaser under any provision hereof, including Sections 2.05, 2.07 and 8.05,
shall survive the payment of the Bonds, including the Purchased Bonds, and
termination of this Agreement. All other covenants of the Issuer contained in
this Agreement shall survive termination of this Agreement if and so long as
Purchased Bonds are owned by Purchased Bondholders.
 
     SECTION 8.09. PARTICIPATION.  The Purchaser shall have the right at any
time to sell, assign, grant or transfer participation in all or part of its
obligations hereunder and the obligations of the Issuer hereunder to any other
Participant without the consent of or notice to the Issuer; provided, that any
participation shall not relieve the Purchaser from any of its obligations,
hereunder. The Purchaser may disclose to any Participants or prospective
Participants any information or other data or material in the Purchaser's
possession relating to this Agreement, any Bond Document, the Insurer [if
applicable] and the Issuer, without the consent of or notice to the Issuer or
the Insurer [if applicable].
 
     SECTION 8.10. RIGHT OF SET-OFF.  In addition to any rights now or hereafter
granted under applicable law (including, but not limited to, Section 151 of the
New York Debtor and Creditor Law) and not by way of limitation of any such
rights, during the continuance of any Event of Default, the Purchaser and any
Participant is hereby authorized at any time and from time to time, without
notice to the Issuer or to any other person or entity, any such notice being
hereby expressly waived, to set-off and to appropriate and apply any and all
deposits (general or special) and any other indebtedness at any time held or
owing by the Purchaser or any Participant to or for the credit or the account of
the Issuer against and on account of the obligations and liabilities of the
Issuer to the Purchaser under this Agreement, including (without limitation) all
claims of any nature or description arising out of or connected with this
Agreement irrespective of whether or not the Purchaser shall have made any
demand hereunder.
 
     SECTION 8.11. NOTICES.  Except as otherwise expressly specified in this
Agreement, all notices, requests and other communications hereunder shall be in
written form (including bank wire, telegram, telecopier or similar writing) and
shall be given to the party to whom addressed, at its address or telecopier
number as such party may hereafter specify for the purpose by notice to the
other parties below. Each such
 
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<PAGE>   21
 
notice, request or communication shall be effective (i) if given by telecopy,
upon receipt thereof, (ii) if given by mail, three (3) days after such
communication is deposited in the United States Mail with first-class postage
prepaid, addressed as aforesaid, or (iii) if given by any other means, when
delivered at the address specified below.
 
                  If to the Issuer, to:
 
        ------------------------------------------------------------------------
 
        ------------------------------------------------------------------------
 
        ------------------------------------------------------------------------
 
                  If to the Insurer, to:
                  [If applicable]
 
        ------------------------------------------------------------------------
 
        ------------------------------------------------------------------------
 
        ------------------------------------------------------------------------
 
                  If to the Remarketing Agent, to:
 
        ------------------------------------------------------------------------
 
        ------------------------------------------------------------------------
 
        ------------------------------------------------------------------------
 
                  If to AIG Liquidity Corp., to:


                  AIG Liquidity Corp.
                  100 Nyala Farm
                  Westport, Connecticut 06880
                  Attention: Chief Financial Officer
                  Telecopier Number: (203) 222-4700
 
     SECTION 8.12. PAYMENTS.  (a) Payments made by the Purchaser to the Tender
Agent pursuant to Section 2.02(a) hereof shall be made to the Tender Agent at
          for credit to account number           , Ref:           , ABA Number
          , Att: Corporate Trust Department, or to such other account as may be
specified by the Tender Agent to the Purchaser in writing.
 
     (b) All payments of fees and other amounts to the Purchaser hereunder shall
be made by wire transfer of immediately available funds to           , FEDWIRE:
          , Attention:           , Reference:           .
 
     (c) For purposes of any calculations referred to in this Agreement, all
United States dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one half cent being rounded up).
 
     SECTION 8.13. CONSENT TO JURISDICTION; WAIVER OF DEFENSE OF SOVEREIGN
IMMUNITY.  To the extent permitted by law, the Issuer consents to the initiation
of any proceeding for the enforcement of this Agreement in any federal or state
court of competent jurisdiction located in the State of New York and agrees not
to assert the defense of sovereign immunity in any such proceeding.
 
                                       19

<PAGE>   22
 
     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by their duly authorized officers, all as of the date first above
written.
 

<TABLE>
<S>                                             <C>
Attest:                                         [ISSUER]

                                                By
- ----------------------------------                 -----------------------------
                                                             Title:


                                                AIG LIQUIDITY CORP.

                                                By
                                                   -----------------------------
                                                             Title:
</TABLE>

 
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