EXHIBIT 4.1
AMENDMENT TO THE AMENDMENTS TO THE SERIES SUPPLEMENTS
THIS amendment, dated as of February 15, 2005 (this "Amendment"), by
and among AICCO Premium Finance Master Trust (f/k/a AIG Credit Premium Finance
Master Trust), a Delaware statutory trust, as Issuer ("Trust") and JPMorgan
Chase Bank, N.A., as successor-in-interest to Bank One, NA, a national banking
association, as trustee (together with its successors in trust under the Base
Indenture referred to below, the "Trustee"), to the following documents:
1. Amendment No. 1, dated as of November 30, 2004, to Series 2003-1
Supplement, dated as of May 15, 2003, by and between AICCO Premium
Finance Master Trust (f/k/a AIG Credit Premium Finance Master Trust),
a Delaware statutory trust, as Issuer and JPMorgan Chase Bank, as
successor-in-interest to Bank One, National Association, a national
banking association, as trustee.
2. Amendment No. 1, dated as of November 30, 2004, to Series 2002-1
Supplement (the "Series 2002-1 Amendment"), dated as of July 30, 2002,
by and between AICCO Premium Finance Master Trust (f/k/a AIG Credit
Premium Finance Master Trust), a Delaware statutory trust, as Issuer
and JPMorgan Chase Bank, as successor-in-interest to Bank One,
National Association, a national banking association, as trustee.
3. Amendment No. 3, dated as of November 30, 2004 to Series 1999-A
Supplement, between AICCO Premium Finance Master Trust (f/k/a AIG
Credit Premium Finance Master Trust) and JPMorgan Chase Bank, as
successor-in-interest to Bank One, National Association, as trustee.
4. Amendment No. 3, dated as of November 30, 2004 to Series 1999-B
Supplement, between AICCO Premium Finance Master Trust (f/k/a AIG
Credit Premium Finance Master Trust) and JPMorgan Chase Bank, as
successor-in-interest to Bank One, National Association, as trustee.
5. Amendment No. 3, dated as of November 30, 2004 to Series 1999-C
Supplement between AICCO Premium Finance Master Trust (f/k/a AIG
Credit Premium Finance Master Trust) and JPMorgan Chase Bank, as
successor-in-interest to Bank One, National Association, as trustee.
6. Amendment No. 3, dated as of November 30, 2004 to Series 1999-D
Supplement, between AICCO Premium Finance Master Trust (f/k/a AIG
Credit Premium Finance Master Trust) and JPMorgan Chase Bank, as
successor-in-interest to Bank One, National Association, as trustee.
7. Amendment No. 1, dated as of November 30, 2004 to Series 2001-A
Supplement between AICCO Premium Finance Master Trust (f/k/a AIG
Credit Premium Finance Master Trust) and JPMorgan Chase Bank, as
successor-in-interest to Bank One, National Association, as trustee.
The documents referred to above in 1 through 7 shall be referred to
herein collectively as the "Amendments". Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Amendments.
WHEREAS, the Issuer and the Trustee are parties to the Amendments, each
dated as of November 30, 2004 and effective as of November 30, 2004;
WHEREAS, in connection with the Amendments, the Indemnity Agreement,
dated as of October 15, 2000, as amended, was deemed of no force and effect as
of November 30, 2004.
WHEREAS, the Issuer and the Trustee desire to amend Amendments to (a)
change the effective date of the Amendments to January 31, 2005; and (b) change
the deemed termination date of the Indemnity Agreement to January 31, 2005;
WHEREAS, the Issuer and the Trustee desire to amend the Series 2002-1
Amendment to change the definition of "Initial Investor Interest" effective as
of January 31, 2005;
WHEREAS, this Amendment shall only be deemed effective upon receipt of
Rating Agency Confirmation;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Definitions. Capitalized terms used herein without definition have
the respective meanings ascribed thereto in the respective Amendments.
2. Amendment to Definition in Series 2002-1 Supplement.
The definition of "Initial Investor Interest" in the Series 2002-1
Supplement shall be replaced in its entirety with the following definition:
"Initial Investor Interest" means the aggregate initial principal
amount of the Notes, which is $483,875,000 effective as of January 31,
2005"
3. Amendment to Effective Date of Amendments. Each of the Amendments is
amended by changing the effective date of such Amendments to January 31, 2005.
4. Amendment to Effective Date of Termination of Indemnity Agreement.
In furtherance of the changes and to further give effect to the definition of
Minimum Trust Interest, the Indemnity Agreement, dated as of October 15, 2000,
as amended, shall be deemed of no force and effect as of the date hereof January
31, 2005.
5. Each party represents as to itself that it has duly and validly
executed and delivered this Amendment and that, assuming this Amendment has been
duly and validly executed and delivered by the other party hereto, this
Amendment constitutes the legal, valid and binding obligation of such party,
enforceable against it in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or other similar laws relating
to creditors rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
6. Except as modified herein, each of the parties hereto acknowledges
and agrees that it continues to be bound by each of the terms and provisions of
each of the Agreements, which terms and provisions, as amended hereby, shall
continue in full force and effect.
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7. This Amendment may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that both parties need not
sign the same counterpart.
8. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
9. This Amendment shall be effective as of January 31, 2005.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the day and year first above
written.
AICCO PREMIUM FINANCE MASTER TRUST,
as Issuer
By: CHASE MANHATTAN BANK
USA, National Association
not in its individual capacity
but solely as Owner Trustee
By:
-------------------------------
Name:
Title:
JPMORGAN CHASE BANK, N.A. as
successor-in-interest to BANK ONE,
NATIONAL ASSOCIATION, as Trustee
By:
-------------------------------
Name:
Title:
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