AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST AMENDMENT TO SERIES 2009-1 SUPPLEMENT
Exhibit 4.1
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
AMENDMENT
TO SERIES 2009-1 SUPPLEMENT
TO SERIES 2009-1 SUPPLEMENT
AMENDMENT, dated as of October 2, 2009 (this “Amendment”), to the Series 2009-1
Supplement, dated as of June 9, 2009 (the “Supplement”), to the Pooling and Servicing
Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 (as so amended
and restated and in effect on the date hereof, the “Agreement”), among American Express
Receivables Financing Corporation II, a Delaware corporation (“RFC II”), American Express
Receivables Financing Corporation III LLC, a Delaware limited liability company (“RFC
III”), and American Express Receivables Financing Corporation IV LLC, a Delaware limited
liability company (“RFC IV”), as Transferors, American Express Travel Related Services
Company, Inc., a New York corporation (“TRS”), as Servicer, and The Bank of New York Mellon
(formerly The Bank of New York), a New York banking corporation, as Trustee (the
“Trustee”).
RECITALS
WHEREAS, RFC II, RFC III and RFC IV (or their predecessors in interest, as applicable), as
Transferors, TRS, as Servicer, and the Trustee have previously entered into the Supplement;
WHEREAS, the parties to the Supplement now wish to amend the Supplement as set forth herein;
WHEREAS, pursuant to Section 13.01(a) of the Agreement, each of RFC II, RFC III and RFC IV has
delivered to the Trustee an Officer’s Certificate, dated the date of this Amendment, stating that
RFC II, RFC III and RFC IV, respectively, reasonably believes that this Amendment will not have an
Adverse Effect; and
WHEREAS, RFC II, RFC III, RFC IV and the Servicer have satisfied all conditions precedent
contained in the Pooling and Servicing Agreement to entering into this Amendment and this Amendment
is authorized and permitted under the Pooling and Servicing Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party
hereto agrees as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms Not Defined Herein. All capitalized terms used herein
that are not defined herein shall have the meanings ascribed to them in the Supplement or the
Agreement, as the case may be.
ARTICLE II
AMENDMENTS TO SUPPLEMENT
SECTION 2.01. Amendment to Exhibits. The Supplement shall be amended by deleting
Exhibit C-1 thereto and inserting in its place Exhibit C-1 in the form attached as Exhibit C-1 to
this Amendment.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification of Supplement. As amended by this Amendment, the
Supplement is in all respects ratified and confirmed and the Supplement, as amended by this
Amendment, shall be read, taken and construed as one and the same instrument.
SECTION 3.02. Counterparts. This Amendment may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.
SECTION 3.03. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
SECTION 3.04. Effectiveness. The amendments provided for by this Amendment shall
become effective as of January 1, 2009 upon receipt by the Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion, except as otherwise provided:
(a) notification in writing from each of Xxxxx’x and Standard & Poor’s to the effect that the
terms of this Amendment will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency;
(b) an Officer’s Certificate from each Transferor addressed and delivered to the Trustee
certifying that this Amendment shall not have an Adverse Effect;
(c) an Opinion of Counsel from the Servicer to the Trustee substantially in the form of
Exhibit E-1 to the Agreement; and
(d) counterparts of this Amendment, duly executed by the parties hereto.
[Signature page follows.]
IN WITNESS WHEREOF, the Transferors, the Servicer and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first above written.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, as a Transferor |
||||
By: | /s/ Xxxxxxxx X. Xxx | |||
Name: | Xxxxxxxx X. Xxx | |||
Title: | President | |||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, as a Transferor |
||||
By: | /s/ Xxxxx X. Xxxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Vice President and Treasurer | |||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, as a Transferor |
||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | President | |||
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., as Servicer |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Treasurer | |||
THE BANK OF NEW YORK MELLON, as Trustee |
||||
By: | /s/ Xxxxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
[Amendment to Series 2009-1 Supplement]
EXHIBIT C-1
FORM OF MONTHLY STATEMENT
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2009-1
SERIES 2009-1
TRUST | ||||
TOTALS | ||||
A. TRUST ACTIVITY |
||||
Record Date |
||||
Number of days in Monthly Period |
||||
Beginning Number of Accounts |
||||
Beginning Principal Receivable Balance, including any
Additions, Removals, or Adjustments of Principal Receivables
during the Monthly Period |
$ | |||
a. Addition of Principal Receivables |
$ | |||
b. Removal of Principal Receivables |
$ | |||
c. Adjustments to Principal Receivables |
$ | |||
Special Funding Account Balance |
$ | |||
Beginning Total Principal Balance |
$ | |||
Finance Charge Collections (excluding Recoveries) |
$ | |||
Collections of Discount Option Receivables |
$ | |||
Recoveries |
$ | |||
Total Collections of Finance Charge Receivables |
$ | |||
Total Collections of Principal Receivables |
$ | |||
Monthly Payment Rate |
% | |||
Defaulted Amount |
$ | |||
Annualized Default Rate |
% | |||
Annualized Default Rate, Net of Recoveries |
% | |||
Trust Portfolio Yield |
% | |||
New Principal Receivables |
$ | |||
Ending Number of Accounts |
||||
Ending Principal Receivables Balance |
$ | |||
Ending Required Minimum Principal Balance |
$ | |||
Ending Transferor Amount |
$ | |||
Ending Special Funding Account Balance |
$ | |||
Ending Total Principal Balance |
$ | |||
B. SERIES ALLOCATIONS |
||||
Group Number |
||||
Invested Amount |
$ | |||
Adjusted Invested Amount |
$ | |||
Principal Funding Account Balance |
$ | |||
Series Required Transferor Amount |
$ | |||
Series Allocation Percentage |
% | |||
Series Allocable Finance Charge Collections |
$ |
C-1-1
TRUST | ||||
TOTALS | ||||
Series Allocable Recoveries |
$ | |||
Series Allocable Principal Collections |
$ | |||
Series Allocable Defaulted Amount |
$ | |||
C. GROUP ALLOCATIONS |
||||
Group Number |
||||
Invested Amount |
$ | |||
Investor Finance Charge Collections |
$ | |||
Investor Monthly Interest |
$ | |||
Investor Default Amount |
$ | |||
Investor Monthly Fees |
$ | |||
Investor Additional Amounts |
$ | |||
Total |
$ | |||
Reallocated Investor Finance Charge Collections |
$ | |||
Investment Funding Account Proceeds |
$ | |||
Available Excess |
$ | |||
Group Investor Finance Charge Collections |
$ | |||
Group Expenses |
$ | |||
Group Reallocable Investor Finance Charge Collections |
$ | |||
D. TRUST PERFORMANCE |
||||
Delinquencies |
||||
31-60 Days Delinquent |
||||
61-90 Days Delinquent |
||||
90+ Days Delinquent |
||||
Total 30+ Days Delinquent |
C-1-2
SERIES 2009-1 CERTIFICATES
A. INVESTOR/ | TOTAL | |||||||||||
TRANSFEROR | SERIES | INVESTOR | TRANSFERORS' | |||||||||
ALLOCATIONS | ALLOCATIONS | INTEREST | INTEREST | |||||||||
Beginning Invested
Amount/Transferor Amount |
$ | $ | $ | |||||||||
Beginning Adjusted
Invested Amount |
$ | $ | $ | |||||||||
Floating Allocation
Percentage |
% | % | % | |||||||||
Principal Allocation
Percentage |
% | % | % | |||||||||
Collections of Finance
Charge Receivables |
$ | $ | $ | |||||||||
Collections of Principal
Receivables |
$ | $ | $ | |||||||||
Defaulted Amount |
$ | $ | $ | |||||||||
Ending Invested
Amount/Transferor Amount |
$ | $ | $ |
B. MONTHLY PERIOD FUNDING | COLLATERAL | |||||||||||||||
REQUIREMENTS | CLASS A | CLASS B | INTEREST | TOTAL | ||||||||||||
Principal Funding Account
Balance |
$ | $ | $ | $ | ||||||||||||
Investment Proceeds for
Monthly Period |
$ | $ | $ | $ | ||||||||||||
Reserve Account Opening
Balance |
$ | $ | $ | $ | ||||||||||||
Reserve Account Investment
Proceeds retained per
Section 4.12(b) |
$ | $ | $ | $ | ||||||||||||
Reserve Account Deposit |
$ | $ | $ | $ | ||||||||||||
Reserve Draw Amount |
$ | $ | $ | $ | ||||||||||||
Reserve Account Surplus |
$ | $ | $ | $ | ||||||||||||
Reserve Account Closing
Balance |
$ | $ | $ | $ | ||||||||||||
Required Reserve Account
Amount |
$ | $ | $ | $ | ||||||||||||
LIBOR Determination Date |
||||||||||||||||
Coupon (__/__/__ to
__/__/__) |
% | % | % | % | ||||||||||||
Monthly Interest Due |
$ | $ | $ | $ | ||||||||||||
Outstanding Monthly
Interest Due |
$ | $ | $ | $ | ||||||||||||
Additional Interest Due |
$ | $ | $ | $ |
C-1-3
B. MONTHLY PERIOD FUNDING | COLLATERAL | |||||||||||||||
REQUIREMENTS | CLASS A | CLASS B | INTEREST | TOTAL | ||||||||||||
Total Interest Due |
$ | $ | $ | $ | ||||||||||||
Investor Default Amount |
$ | $ | $ | $ | ||||||||||||
Investor Monthly Fees Due |
$ | $ | $ | $ | ||||||||||||
Investor Additional
Amounts Due |
$ | $ | $ | $ | ||||||||||||
Total Due |
$ | $ | $ | $ | ||||||||||||
Reallocated Investor
Finance Charge Collections |
$ | |||||||||||||||
Interest and Principal
Funding Investment
Proceeds |
$ | |||||||||||||||
Interest on Reserve Account |
$ | |||||||||||||||
Series Adjusted Portfolio
Yield |
% | |||||||||||||||
Base Rate |
% | |||||||||||||||
Excess Spread Percentage |
% |
C. CERTIFICATES — | COLLATERAL | |||||||||||||||
BALANCES AND DISTRIBUTIONS | CLASS A | CLASS B | INTEREST | TOTAL | ||||||||||||
Beginning Certificates
Balance |
$ | $ | $ | $ | ||||||||||||
Distributions of Interest |
$ | $ | $ | $ | ||||||||||||
Deposits to the Principal
Funding Account |
$ | $ | $ | $ | ||||||||||||
Distributions of Principal |
$ | $ | $ | $ | ||||||||||||
Total Distributions |
$ | $ | $ | $ | ||||||||||||
Ending Certificates Balance |
$ | $ | $ | $ |
C-1-4
D) | Information regarding distributions on the Distribution Date in respect of the Class A Certificates per $1,000 original certificate principal amount. | |||||||
(1 | ) | The total amount of the distribution: | $ | |||||
(2 | ) | The amount of the distribution in respect of Class A Monthly Interest: | $ | |||||
(3 | ) | The amount of the distribution in respect of Class A Outstanding Monthly Interest: | $ | |||||
(4 | ) | The amount of the distribution in respect of Class A Additional Interest: | $ | |||||
(5 | ) | The amount of the distribution in respect of principal of the Class A Certificates: | $ | |||||
E) | Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs. | |||||||
(1 | ) | The total amount of Class A Investor Charge-Offs: | $ | |||||
(2 | ) | The amount of Class A Investor Charge-Offs per $1,000 original certificate principal amount: | $ | |||||
(3 | ) | The total amount reimbursed in respect of Class A Investor Charge-Offs: | $ | |||||
(4 | ) | The amount reimbursed in respect of Class A Investor Charge-Offs per $1,000 original certificate principal amount: | $ | |||||
(5 | ) | The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Invested Amount after giving effect to all transactions on such Distribution Date: | $ | |||||
F) | Information regarding distributions in respect of the Class B Certificates, per $1,000 original certificate principal amount. | |||||||
(1 | ) | The total amount of the distribution in respect of Class B Certificates: | $ | |||||
(2 | ) | The amount of the distribution in respect of Class B Monthly Interest: | $ |
C-1-5
(3 | ) | The amount of the distribution in respect of Class B Outstanding Monthly Interest: | $ | |||||
(4 | ) | The amount of the distribution in respect of Class B Additional Interest: | $ | |||||
(5 | ) | The amount of the distribution in respect of principal of the Class B Certificates: | $ | |||||
G) | Amount of reductions in Class B Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Class B Invested Amount on such Distribution Date. | |||||||
(1 | ) | The amount of reductions in Class B Invested Amount pursuant to clauses (c), (d) and (e) of the definition of Class B Invested Amount: | $ | |||||
(2 | ) | The amount of the reductions in the Class B Invested Amount per $1,000 original certificate principal amount: | $ | |||||
(3 | ) | The total amount reimbursed in respect of such reductions in the Class B Invested Amount: | $ | |||||
(4 | ) | The amount reimbursed in respect of such reductions in the Class B Invested Amount, per $1,000 original certificate principal amount: | $ | |||||
(5 | ) | The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Invested Amount after giving effect to all transactions on such Distribution Date: | $ | |||||
H) | Information regarding distributions on the Distribution Date to the Collateral Interest Holder. | |||||||
(1 | ) | The total amount distributed to the Collateral Interest Holder: | $ | |||||
(2 | ) | The amount of the distribution in respect of Collateral Minimum Monthly Interest, including Collateral Senior Minimum Monthly Interest: | $ | |||||
(3 | ) | The amount of the distribution in respect of Collateral Additional Interest, including Collateral Senior Additional Interest: | $ |
C-1-6
(4 | ) | The amount distributed to the Collateral Interest Holder in respect of principal on the Collateral Invested Amount: | $ | |||||
(5 | ) | The amount of the distribution to the Collateral Interest Holder in respect of remaining Excess Spread: | $ | |||||
I) | Amount of reductions in Collateral Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Collateral Invested Amount. | |||||||
(1 | ) | The amount of reductions in the Collateral Invested Amount pursuant to clauses (c), (d) and (e) of the definition of Collateral Invested Amount: | $ | |||||
(2 | ) | The total amount reimbursed in respect of such reductions in the Collateral Invested Amount: | $ |
C-1-7
J. APPLICATION OF REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS |
||||
1. CLASS A AVAILABLE FUNDS |
$ | |||
a. Class A Monthly Interest |
$ | |||
b. Class A Outstanding Monthly Interest |
$ | |||
c. Class A Additional Interest |
$ | |||
d. Class A Investor Default Amount (treated as
Available Principal Collections) |
$ | |||
e. Excess Spread |
$ | |||
2. CLASS B AVAILABLE FUNDS |
$ | |||
a. Class B Monthly Interest |
$ | |||
b. Class B Outstanding Monthly Interest |
$ | |||
c. Class B Additional Interest |
$ | |||
d. Excess Spread |
$ | |||
3. COLLATERAL AVAILABLE FUNDS |
$ | |||
a. Excess Spread |
$ | |||
4. TOTAL EXCESS SPREAD |
$ | |||
K. REALLOCATED PRINCIPAL COLLECTIONS |
||||
1. Principal Allocation Percentage |
% | |||
2. Series 2009-1 Allocable Principal Collections |
$ | |||
3. Principal Allocation Percentage of Series
2009-1 Allocable Principal Collections |
$ | |||
4. Reallocated Principal Collections Required to fund the
Required Amount |
$ | |||
5. Item 3 minus Item 4 |
$ | |||
6. Shared Principal Collections from other Series allocated to
Series 2009-1 |
$ | |||
7. Other amounts treated as Available Principal Collections |
$ | |||
8. Available Principal Collections (total of items 5, 6 and 7) |
$ | |||
L. APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS DURING
REVOLVING PERIOD |
||||
1. Collateral Invested Amount |
$ | |||
2. Required Collateral Invested Amount |
$ | |||
3. Excess of Collateral Invested Amount over Required Collateral
Invested Amount |
$ | |||
4. Treated as Shared Principal Collections |
$ | |||
M. APPLICATION OF PRINCIPAL COLLECTIONS DURING ACCUMULATION
OR AMORTIZATION PERIOD |
||||
1. Principal Funding Account |
$ | |||
2. Excess of Collateral Invested Amount over Required Collateral
Invested Amount |
$ | |||
3. Distribution of Principal |
$ |
C-1-8
4. Treated as Shared Principal Collections |
$ | |||
N. APPLICATION OF EXCESS SPREAD AND EXCESS FINANCE CHARGE
COLLECTIONS ALLOCATED TO SERIES 2009-1 |
||||
1. Excess Spread |
$ | |||
2. Excess Finance Charge Collections |
$ | |||
3. Applied to fund Class A Required Amount |
$ | |||
4. Class A Investor Charge-Offs treated as Available Principal
Collections |
$ | |||
5. Applied to fund overdue Class B Interest |
$ | |||
6. Applied to fund Class B Required Amount |
$ | |||
7. Reduction of Class B Invested Amount treated as Available
Principal Collections |
$ | |||
8. Applied to Collateral Senior Minimum Monthly Interest |
$ | |||
9. Applied to unpaid Monthly Servicing Fee |
$ | |||
10. Collateral Default Amount treated as Available Principal
Collections |
$ | |||
11. Reduction of Collateral Invested Amount treated as Available
Principal Collections |
$ | |||
12. Deposited to Reserve Account |
$ | |||
13. Applied to Collateral Minimum Monthly Interest, excluding
amount applied to Collateral Senior Minimum Monthly Interest |
$ | |||
14. Remaining Excess Spread distributed to Collateral Interest
Holder(s) |
$ | |||
O. YIELD AND BASE RATE |
||||
1. Base Rate |
||||
a. Current Monthly Period |
% | |||
b. Prior Monthly Period |
% | |||
c. Second Prior Monthly Period |
% | |||
2. Three Month Average Base
Rate |
% | |||
3. Series Adjusted Portfolio
Yield |
||||
a. Current Monthly Period |
% | |||
b. Prior Monthly Period |
% | |||
c. Second Prior Monthly Period |
% |
C-1-9
4. Three Month average
Series Adjusted Portfolio
Yield |
% | |||
5. Is the 3 month average
Series Adjusted Portfolio
Yield more than the 3 month
average Base Rate? |
[Yes/No] |
C-1-10