Exhibit 4.2
EXECUTION COPY
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
AMENDMENT
TO SERIES SUPPLEMENTS
AMENDMENT, dated as of April 16, 2004, to the Supplements (as
hereinafter described) to the Amended and Restated Pooling and Servicing
Agreement, dated as of April 16, 2004, among AMERICAN EXPRESS CENTURION BANK, a
Utah-chartered industrial loan corporation ("Centurion"), as a Transferor prior
to the Substitution Date, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II,
a Delaware corporation("RFC II"), as a Transferor prior to, on and after the
Substitution Date, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, a
Delaware limited liability company ("RFC III"), as a Transferor on and after the
Substitution Date, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, a
Delaware limited liability company ("RFC IV"), as a Transferor on and after the
Substitution Date, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New
York corporation ("TRS"), as Servicer, and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee (the "Trustee").
WHEREAS, Centurion and RFC II, as Transferors, TRS, as Servicer, and
the Trustee have previously entered into (i) the Series 1999-2 Supplement, dated
as of May 19, 1999 (the "Series 1999-2 Supplement"), (ii) the Series 1999-3
Supplement, dated as of May 19, 1999 (the "Series 1999-3 Supplement"), (iii) the
Series 1999-5 Supplement, dated as of August 17, 1999 (the "Series 1999-5
Supplement"), (iv) the Series 2000-1 Supplement, dated as of February 16, 2000
(the "Series 2000-1 Supplement"), (v) the Series 2000-2 Supplement, dated as of
February 16, 2000 (the "Series 2000-2 Supplement"), (vi) the Series 2000-3
Supplement, dated as of May 3, 2000 (the "Series 2000-3 Supplement"), (vii) the
Series 2000-4 Supplement, dated as of June 22, 2000 (the "Series 2000-4
Supplement"), (viii) the Series 2000-5 Supplement, dated as of September 15,
2000 (the "Series 2000-5 Supplement"), (ix) the Series 2001-1 Supplement, dated
as of February 23, 2001 (the "Series 2001-1 Supplement"), (x) the Series 2001-2
Supplement, dated as of March 23, 2001 (the "Series 2001-2 Supplement"), (xi)
the Series 2001-3 Supplement, dated as of April 3, 2001 (the "Series 2001-3
Supplement"), (xii) the Series 2001-4 Supplement, dated as of April 19, 2001
(the "Series 2001-4 Supplement"), (xiii) the Series 2001-5 Supplement, dated as
of May 9, 2001 (the "Series 2001-5 Supplement"), (xiv) the Series 2001-6
Supplement, dated as of June 12, 2001 (the "Series 2001-6 Supplement"), (xv) the
Series 2001-7 Supplement, dated as of August 21, 2001 (the "Series 2001-7
Supplement"), (xvi) the Series 2002-1 Supplement, dated as of February 21, 2002
(the "Series 2002-1 Supplement"), (xvii) the Series 2002-2 Supplement, dated as
of April 25, 2002 (the "Series 2002-2 Supplement"), (xviii) the Series 2002-3
Supplement, dated as of May 16, 2002 (the "Series 2002-3 Supplement"), (xix) the
Series 2002-4 Supplement, dated as of July 17, 2002 (the "Series 2002-4
Supplement"), (xx) the Series 2002-5 Supplement, dated as of July 17, 2002 (the
"Series 2002-5 Supplement"), (xxi) the Series 2002-6 Supplement, dated as of
August 15, 2002 (the "Series 2002-6 Supplement"), (xxii) the Series 2003-1
Supplement, dated as of February 20, 2003 (the "Series 2003-1 Supplement"),
(xxiii) the Series 2003-2 Supplement, dated as of April 2, 2003 (the "Series
2003-2 Supplement"), (xxiv) the Series 2003-3 Supplement, dated as of May 7,
2003 (the "Series 2003-3 Supplement"), (xxv) the Series 2003-4 Supplement, dated
as of June 18, 2003 (the "Series 2003-4 Supplement") and (xxvi) the Series
2004-1 Supplement, dated as of March 1, 2004 (the "Series 2004-1 Supplement").
WHEREAS, each of the series supplements listed in the preceding
paragraph are, collectively, the "Supplements";
WHEREAS, Centurion and RFC II, as Transferors, TRS, as Servicer, and
the Trustee are parties to that Pooling and Servicing Agreement, dated as of May
16, 1996, as amended prior to date hereof (the "Existing Pooling and Servicing
Agreement");
WHEREAS, concurrently with the execution of this Amendment, the
Existing Pooling and Servicing Agreement is being amended and restated to
provide that, as of April 16, 2004 (the "Substitution Date"), RFC III and RFC IV
will replace Centurion, as a Transferor;
WHEREAS, the Existing Pooling and Servicing Agreement as so amended and
restated as of April 16, 2004 is the "Agreement"; and
WHEREAS, the parties to each of the Supplements now wish to amend the
Supplements as set forth herein to provide for the substitution of RFC III and
RFC IV for Centurion, as Transferor.
NOW, THEREFORE, Centurion, as a Transferor prior to the Substitution
Date, RFC II, as a Transferor prior to, on and after the Substitution Date, RFC
III, as a Transferor on and after the Substitution Date, RFC IV, as a Transferor
on and after the Substitution Date, the Servicer and the Trustee hereby agree 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 respective Supplements or the Agreement, as the case may be.
ARTICLE II
AMENDMENTS TO SUPPLEMENTS
SECTION 2.01. Amendment to Change the Transferors. The introductory
paragraph at the beginning of each Supplement is hereby amended to state that
each such Supplement is "among AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II, a Delaware corporation, as Transferor, AMERICAN EXPRESS
RECEIVABLES FINANCING CORPORATION III LLC, a Delaware limited liability company,
as Transferor, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, a
Delaware limited liability company, as Transferor, AMERICAN EXPRESS CENTURION
BANK, as a Transferor prior to the Substitution Date, AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC., as Servicer, and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee."
All references in each Supplement to the Transferor or Transferors
shall, prior to the Substitution Date, be references to Centurion and RFC II,
and, on and after the Substitution Date, be references to RFC II, RFC III and
RFC IV, their respective successors and assigns, as Transferors under the
Agreement, and any Additional Transferors.
SECTION 2.02 Amendment to Section 2.01. The definition of "Monthly
Receivables Percentage" shall be in its appropriate alphabetical order to each
of the Supplements and it shall read as follows:
"Monthly Receivables Percentage" shall mean, for any day, the
percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of the aggregate amount of Principal
Receivables outstanding in the Trust attributable to the Transferor or
Account Owner with respect to which an Insolvency Event or a Transfer
Restriction Event has occurred, and the denominator of which is an
amount equal to the sum of the aggregate amount of Principal
Receivables outstanding in the Trust, in each case as of the last day
of the immediately preceding Monthly Period.
SECTION 2.03 Amendment to Section 6.01. Section 6.01 of each Supplement
is hereby amended by deleting the word "or" at the end of subparagraph (h) and
by deleting the remainder of the paragraph following subparagraph (i) and
replacing it with the following:
(j) the occurrence of an Insolvency Event as defined in the
Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables
Purchase Agreements shall occur between an Account Owner and the
related Transferor;
then, (A) in the case of any event described in subparagraph (c), (d)
or (f), after the applicable grace period, if any, set forth in such
subparagraphs, either the Trustee or the Investor Certificateholders of
this Series evidencing more than 50% of the aggregate unpaid principal
amount of the Investor Certificates of this Series by notice then given
in writing to the Transferors and the Servicer (and to the Trustee if
given by the Investor Certificateholders of this Series) may declare
that a Pay-Out Event has occurred with respect to this Series as of the
date of such notice; (B) in the case of any event described in
subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with
respect to this Series without any notice or other action on the part
of the Trustee or the Investor Certificateholders of this Series
immediately upon the occurrence of such event; and (C) in the case of
any event described in subparagraph (a), (i), (j) or (k), a Pay-Out
Event shall occur with respect to this Series without any notice or
other action on the part of the Trustee or the Investor
Certificateholders of this Series immediately upon the occurrence of
such event (or, in the case of clause (y) below, immediately following
the expiration of the 60-day grace period), but only to the extent that
(x) as of the date of such event, the average of the Monthly
Receivables Percentage for the immediately preceding three Monthly
Periods is equal to or greater than 10% or (y) as of the date of such
event, the average of the Monthly Receivables Percentage for the
immediately preceding three Monthly Periods is less than 10%, and
within 60 days following the occurrence of the related Insolvency Event
or Transfer Restriction Event, the aggregate amount of Principal
Receivables outstanding in the Trust does not at least equal the
Required Minimum Principal Balance (without giving effect to Principal
Receivables attributable to the Transferor or the Account Owner with
respect to which the Insolvency Event or the Transfer Restriction Event
has occurred).
ARTICLE III
ASSUMPTION AND RATIFICATION
SECTION 3.01. Assumption Agreement. By execution of this Amendment,
each of RFC III and RFC IV hereby assumes as of and after the Substitution Date
all of the obligations of Centurion, as a Transferor, under each Supplement;
provided that such assumption shall not include any obligation incurred by
Centurion, as a Transferor, prior to the Substitution Date, including any
obligation arising on or after the Substitution Date as a result of
representations and warranties of Centurion, as a Transferor, made before the
Substitution Date. Centurion, as a Transferor, is hereby released from any
obligations occurring on or after the Substitution Date or with respect to
representations and warranties of Centurion, as a Transferor, made as of or
after the Substitution Date.
SECTION 3.02. Ratification by American Express Centurion Bank.
Centurion, as a Transferor prior to the Substitution Date, hereby acknowledges
and agrees that it is and shall continue to be liable for all representations,
warranties and covenants made by it and all obligations performed or to be
performed by it in its capacity as a Transferor prior to the Substitution Date.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Ratification of Supplements. As amended by this
Amendment, the Supplements are in all respects ratified and confirmed and each
Supplement, as amended by this Amendment, shall be read, taken and construed as
one and the same instrument.
SECTION 4.02. 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 4.03. 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.
IN WITNESS WHEREOF, American Express Centurion Bank, as a Transferor
prior to the Substitution Date, American Express Receivables Financing
Corporation II, as a Transferor prior to, on and after the Substitution Date,
American Express Receivables Financing Corporation III LLC, as a Transferor on
and after the Substitution Date, American Express Receivables Financing
Corporation IV LLC, as a Transferor on and after the Substitution Date, American
Express Travel Related Services Company, as 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 CENTURION BANK,
a Transferor prior to the Substitution Date
By: /s/ L. Xxxxx Xxxxx
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Name: L. Xxxxx Xxxxx
Title: President and Chief Operating Officer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
a Transferor prior to, on and after the Substitution Date
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
a Transferor on and after the Substitution Date
By: /s/ L. Xxxxx Xxxxx
--------------------------------------
Name: L. Xxxxx Xxxxx
Title: President
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
a Transferor on and after the Substitution Date
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
Servicer
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
