EXHIBIT 4.1
EXECUTION COPY
AMENDMENT NO. 1 TO THE SERIES [____] SUPPLEMENT
THIS Amendment No. 1 to the SERIES [____] SUPPLEMENT, dated as of
November 30, 2004 ("Amendment No. 1"), by and among AICCO Premium Finance Master
Trust (f/k/a AIG Credit Premium Finance Master Trust), a Delaware statutory
trust, as Issuer ("Issuer") 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"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Supplement.
WHEREAS, the Issuer and the Trustee are parties to that certain
Series [____] Supplement, dated as of [_____] (the "Supplement") to the Base
Indenture, dated as of November 8, 1999, between the Issuer and the Trustee (as
amended, modified, restated or supplemented from time to time, the "Base
Indenture");
WHEREAS, the Issuer and the Trustee desire to amend certain
provisions of the Agreement as set forth in this Amendment No. 1 in accordance
with Section 8 of the Supplement; and
WHEREAS, the Rating Agency Condition (as defined in the Base
Indenture) has been satisfied;
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 assigned thereto in the Supplement.
2. Amendment to Definitions in Supplement.
(a) The definition of "Class C Initial Investor Interest" shall
be replaced in its entirety with the following definition:
""Class C Initial Investor Interest" means the aggregate
initial principal amount of the Class C Notes, which is $[________]
effective as of November 30, 2004."
(b) The definition of "Excess Insurer Concentration Amounts"
shall be replaced in its entirety with the following definition:
"Excess Insurer Concentration Amounts" is defined in
clauses (ii), (iii), (iv), (v) and (vi) of the definition of Excess
Receivables Amount."
(c) The definition of "Excess Insurer Default Amount" shall be
deleted in its entirety.
(d) The definition of "Excess Receivables Amount" shall be
replaced in its entirety with the following definition:
"Excess Receivables Amount" means, as of any date of
determination, the sum of:
(i) the aggregate unpaid principal balance of all Principal
Receivables as of the end of the immediately preceding Monthly Period having the
same Insured but only to the extent such aggregate balance is in excess of such
Insured's Single Insured Concentration Percentage times the aggregate unpaid
principal balance of all Principal Receivables as of the end of such Monthly
Period (such aggregate excess amounts, the "Excess Insured Concentration
Amounts"); and
(ii) for each insurer (including any affiliated insurer) to the
extent not included in clause (iii), (iv) or (v) below:
(a) if more than 3.0% of the aggregate unpaid principal balance
of all Principal Receivables as of the end of such Monthly Period arise from
Premium Finance Obligations made to finance premiums due to the same Tier 3
Insurer, the aggregate unpaid principal balance of such Principal Receivables
but only to the extent in excess of such percentage;
(b) if more than 7.0% of the aggregate unpaid principal balance
of all Principal Receivables as of such Monthly Period arise from Premium
Finance Obligations made to finance premiums due to the same Tier 2 Insurer, the
aggregate unpaid principal balance of such Principal Receivables but only to the
extent in excess of such percentage;
(c) if more than 11.0% of the aggregate unpaid principal balance
of all Principal Receivables as of the end of such Monthly Period arise from
Premium Finance Obligations made to finance premiums due to the same Tier 1
Insurer (other than an Exempt Tier 1 Insurer), the aggregate unpaid principal
balance of such Principal Receivables but only to the extent in excess of such
percentage;
(iii)the sum, for the top 4 Tier 3 Insurers (including any affiliated
insurer for each of the top 4 Tier 3 Insurers) if more than 7.5% of the
aggregate unpaid principal balance of all Principal Receivables as of the end of
such Monthly Period arise from Premium Finance Obligations made to finance
premiums due to the same Tier 3 Insurers, of the aggregate unpaid principal
balance of such Principal Receivables but only to the extent in excess of such
percentage;
(iv) the sum, for the top 4 Tier 2 Insurers (including any affiliated
insurer for each of the top 4 Tier 2 Insurers) if more than 22.5% of the
aggregate unpaid principal balance of all Principal Receivables as of the end of
such Monthly Period arise from Premium Finance Obligations made to finance
premiums due to the same Tier 2 Insurers, of the aggregate unpaid principal
balance of such Principal Receivables but only to the extent in excess of such
percentage;
(v) the sum, for the top 4 Tier 1 Insurers (including any affiliated
insurer for each of the top 4 Tier 1 Insurers) if more than 35.0% of the
aggregate unpaid principal balance of all Principal Receivables as of the end of
such Monthly Period arise from Premium Finance Obligations made to finance
premiums due to the same Tier 1 Insurers (other than the Exempt Tier 1
Insurers), of the aggregate unpaid principal balance of such Principal
Receivables but only to the extent in excess of such percentage; and
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(vi) the excess of the aggregate unpaid principal balance of
Principal Receivables relating to Deferred Payment Obligations (other than
Exempt Deferred Payment Obligations) over 10% of the aggregate unpaid principal
balance of all Principal Receivables, each as of the end of such Monthly Period.
For purposes of making any calculation pursuant to clauses (ii)
through (vi) above, an amount that would be part of the Excess Receivables
Amount under such clause shall be taken into account only to the extent not
already taken into account under clause (i) above. For purposes of making any
calculation pursuant to clause (vi) above, an amount that would be part of the
Excess Receivables Amount under such clause shall be taken into account only to
the extent not already taken into account under clauses (i) through (v) above.
Such amounts calculated pursuant to clauses (ii) through (vi) above, the "Excess
Insurer Concentration Amounts".
For purposes of any determination based on or relating to the rating
of an insurer, if the obligations of an insurer in connection with a Premium
Finance Obligation are supported by a letter of credit, guarantee or other
credit enhancement, then the Servicer shall deem the insurer to have the ratings
of the letter of credit provider or guarantor or the ratings associated with
such other credit enhancement; provided that (a) in the case of a letter of
credit, it is irrevocable, unconditional and either (1) complies with S&P's
criteria for letters of credit in existence at such time or (2) the Rating
Agency Condition is satisfied and (b) in the case of a guarantee or other credit
enhancement, the Rating Agency Condition is satisfied.
(e) The definition of "Initial Investor Interest" is replaced in
its entirety with the following definition:
"Initial Investor Interest" means the aggregate initial
principal amount of the Notes, which is $[_______] effective as of
November 30, 2004"
(f) The definition of "Long-Term Receivables" shall be deleted
in its entirety.
(g) The definition of "Minimum Trust Interest" shall be replaced
in its entirety with the following definition:
"Minimum Trust Interest" means for any date of
determination an amount equal to (a) the product of 104% (or such
lesser percentage that satisfies the Rating Agency Condition) times
the aggregate investor interest (or adjusted investor interest if
applicable) for all Series outstanding as of such date minus (b) the
aggregate investor interest (or adjusted investor interest if
applicable) for all Series outstanding as of such date plus (c) the
Excess Receivables Amount as of such date plus (d) the portion of the
principal balance of the Receivables having a remaining term of more
than twelve months that is in excess of 10% of the principal balance
of the Receivables.
(h) The definition of "S&P Non-AAA Insurer" is deleted in its
entirety.
(i) The definition of "S&P Non-Investment Grade Insurer" is
deleted in its entirety.
(j) The definition of "Single Insured Concentration Percentage"
shall be replaced in its entirety with the following definition:
"Single Insured Concentration Percentage" means for a given Insured
2%.
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(k) The definition of "Unconcentrated 240+ Day Delinquency
Percentage" is deleted in its entirety.
(l) The definition of "Unconcentrated Insured Amount" is deleted
in its entirety.
(m) The following definitions shall be added to Section 1 in
alphabetical order:
"Exempt Tier 1 Insurer" means, on any date of determination, applying
if applicable the Split Rating Determination Methodology, an insurer that has a
then current (i) claims-paying ability rating, if available, otherwise a senior
unsecured rating, from Standard and Poor's of AAA (or if such entity is AIG or
an affiliate of AIG, at least AA-) and/or (ii) insurance financial strength
rating, if available, otherwise a senior unsecured rating, from Xxxxx'x of Aaa
(or if such entity is AIG or an affiliate of AIG, at least Aa3).
"Split Rating Determination Methodology" means (i) in the event that
an insurer has a split rating from Standard & Poor's and Xxxxx'x, the insurer
will be considered to have a single rating equal to the lower of the two
ratings, and (ii) in the event an insurer is rated by one rating agency but not
both rating agencies, that rating will be reduced by one full rating category.
"Tier 1 Insurer" means, on any date of determination, applying, if
applicable, the Split Rating Determination Methodology, an insurer that has a
then current (i) claims-paying ability rating, if available, otherwise a senior
unsecured rating, from Standard and Poor's of at least A- and/or (ii) insurance
financial strength rating, if available, otherwise a senior unsecured rating,
from Xxxxx'x of at least A3.
"Tier 2 Insurer" means, on any date of determination; applying, if
applicable, the Split Rating Determination Methodology, an insurer that has a
then current (i) claims-paying ability rating, if available, otherwise a senior
unsecured rating, from Standard and Poor's of at least BBB- and/or (ii)
insurance financial strength rating, if available, otherwise a senior unsecured
rating, from Xxxxx'x of at least Baa3.
"Tier 3 Insurer" means, on any date of determination, applying, if
applicable, the Split Rating Determination Methodology, (i) an insurer that as
of the end of the immediately preceding Monthly Period has a then current (a) a
claims-paying ability rating, if available, otherwise a senior unsecured rating,
of below investment grade from Standard & Poor's and/or (b) an insurance
financial strength rating, if available, otherwise a senior unsecured rating, of
below investment grade by Xxxxx'x; or (ii) an insurer that as of the end of the
immediately preceding Monthly Period has been rated by neither Standard & Poor's
nor Xxxxx'x.
3. Amendments to Section 3. Article 5 of Base Indenture.
A. Amendment to Section 5.16 Investor Charge-Offs. Section 5.16 is
amended by deleting subsection (e) thereof in its entirety and replacing it with
"(e) [Reserved].".
4. Amendment to Section 5 (Series [____] Pay Out Events). Section 5
is amended by
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(a) deleting the last paragraph thereof in its entirety;
(b) replacing the "6%" in subsection (e) thereof with "8%";
(c) deleting subsection (h) in its entirety;
(d) revising existing subsection references (i) through (l)
accordingly;
(e) deleting the existing reference to subsection (h) in the
first line of the paragraph immediately following existing subsection (d) under
"Trust Pay Out Event" and replacing the existing reference to subsection (l) to
a reference to subsection (k) therein; and
(f) adding a reference to subsection (h) in the beginning of the
last sentence of the paragraph immediately following the existing subsection (d)
under "Trust Pay Out Event" and deleting the existing reference to subsection
(k) in such sentence.
5. Amendment to Section 7 (Early Pay Off). Section 7 of the
Supplement shall be amended to add the following paragraph at the end thereof:
"The Early Payoff rights of the Seller described in this Section 7
will terminate in the event that, as a result of changes in applicable
accounting principles, such Early Payoff rights would cause the transfer of the
Receivables to not be treated as a sale under such accounting principles."
6. Amendment to Section 12 (DPO Return Amounts). Section 12 of the
Supplement is deleted in its entirety and replaced with "SECTION 12 [Reserved.]"
7. 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.
8. Each party represents as to itself that it has duly and validly
executed and delivered this Amendment No. 1 and that, assuming this Amendment
No. 1 has been duly and validly executed and delivered by the other party
hereto, this Amendment No. 1 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).
9. 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
the Agreement, which terms and provisions, as amended hereby, shall continue in
full force and effect.
10. This Amendment No. 1 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.
11. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York.
12. This Amendment No. 1 shall be effective as of November 30, 2004.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 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:
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Name:
Title:
JPMORGAN CHASE BANK, N.A. as successor-
in-interest to BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
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Name:
Title:
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