EXHIBIT 99.02
SUPPLEMENTAL CONVEYANCE
SUPPLEMENTAL CONVEYANCE NO. 4 dated as of May 19, 2000 (this
"Supplemental Conveyance"), 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 such 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" shall mean the Additional Accounts
referred to in Section 2.
"Addition Date" shall mean, with respect to the Additional
Accounts designated hereby, May 19, 2000.
"Addition Cut-Off Date" shall mean, with respect to the
Additional Accounts designated by this Supplemental Conveyance, the close of
business on April 23, 2000.
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. 4 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. 4, 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 Seller 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
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Name: Xxx X. Xxxxxxxxx
Title: Treasurer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
