SUPPLEMENTAL CONVEYANCE
SUPPLEMENTAL CONVEYANCE NO. 3 dated as of September 13, 1999 by and
between AMERICAN EXPRESS CREDIT CORPORATION, as seller (the "Seller"), and
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, as purchaser ("RFC II"),
pursuant to the Receivables Purchase Agreement referred to below.
WHEREAS, the Seller and RFC II are parties to a Receivables Purchase
Agreement, dated as of May 16, 1996 (as such agreement may have been, or may
from time to time be, amended, supplemented or otherwise modified, the
"Receivables Purchase Agreement");
WHEREAS, Additional Accounts have been designated pursuant to the
Pooling and Servicing Agreement;
WHEREAS, pursuant to the Receivables Purchase Agreement, RFC II wishes
to purchase the Credco Receivables of such Additional Accounts from the Seller
pursuant to the Receivables Purchase Agreement; and RFC II has delivered an
Addition Notice to the Seller pursuant to Section 2.1(b) of the Receivables
Purchase Agreement; and
WHEREAS, the Seller is willing to sell Credco Receivables subject to
the terms and conditions hereof.
NOW, THEREFORE, the Seller and RFC II hereby agree as follows:
1. Defined Terms. Each capitalized term used but not defined
herein shall have the meaning specified in the Receivables Purchase Agreement,
or, if not defined therein, in the Pooling and Servicing Agreement.
"Additional Accounts" has the meaning set forth in Section 2.
"Addition Date" shall mean, with respect to the Additional
Accounts designated hereby, September 13, 1999.
"Addition Cut-Off Date" shall mean, with respect to the
Additional Accounts designated hereby, the close of business on the cycle
billing date for the added accounts occurring in the period beginning at the
close of business on August 25, 1999.
2. Conveyance of Receivables. The Seller does hereby sell,
transfer, assign, set over and otherwise convey to RFC II (collectively, a
"Supplemental Conveyance"), without recourse except as provided in the
Receivables Purchase Agreement, all of its right, title and interest in, to and
under (i) the Credco Receivables existing at the close of business on the
Addition Cut-off Date in the Additional Accounts designated pursuant to
Assignment No. 3 of Receivables in Additional Accounts, dated as of the date
hereof, among American Express Centurion Bank, RFC II, and the Bank of New York,
as Trustee, to be included as an Account, and identified in Schedule 1 to
Assignment No. 3, all monies due and or to become due and all amounts received
with respect thereto and all proceeds (including, without limitation, "proceeds"
as defined in the UCC) thereof and (ii) the right to receive Recoveries with
respect to such Credco Receivables.
The Sellers hereby grants to RFC II a security interest in all of its
right, title and interest, whether now owned or hereafter acquired, in and to
the Credco Receivables existing at the close of business on the Addition Cut-off
Date and thereafter created in the Additional Accounts, all monies due or to
become due and all amounts received with respect thereto and all Collections
(including Recoveries) and proceeds (including Insurance Proceeds and "proceeds"
as defined in the UCC) thereof. This agreement constitutes a security agreement
under the UCC.
3. Acceptance by RFC II and Payment of Purchase Price. RFC II
hereby acknowledges its acceptance of all right, title and interest to the
property, now existing and hereafter created, conveyed to RFC II pursuant to
Section 2 of this Supplemental Conveyance. RFC II shall pay to the Seller the
Purchase Price, calculated pursuant to Section 3.1 of the Receivables Purchase
Agreement, for such property no later than the Distribution Date following the
Monthly Period during which the related Addition Date occurs.
4. Representations and Warranties of the Parties. Each of the
Seller and RFC II hereby makes the representations and warranties required by
the Receivables Purchase Agreement to be made as of the related Addition Date.
5. Ratification of the Receivables Purchase Agreement. The
Receivables Purchase Agreement is hereby ratified, and all references to the
"Receivables Purchase Agreement", to "this Agreement" and "herein" shall be
deemed from and after the Addition Date to be a reference to the Receivables
Purchase Agreement as supplemented by this Supplemental Conveyance. Except as
expressly amended hereby, all the representations, warranties, terms, covenants
and conditions of the Receivables Purchase Agreement shall remain unamended and
shall continue to be, and shall, remain, in full force and effect in accordance
with its terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or consent to non-compliance
with any term or provision of the Receivables Purchase Agreement.
6. Counterparts. This Supplemental Conveyance may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Supplemental
Conveyance to be duly executed and delivered by their respective duly authorized
officers on the day and the year first above written.
AMERICAN EXPRESS CREDIT CORPORATION
By: /s/ Xxx X. Xxxxxxxxx
----------------------------
Name: Xxx X. Xxxxxxxxx
Title: Treasurer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
