SUPPLEMENTAL CONVEYANCE
SUPPLEMENTAL CONVEYANCE NO. 5 dated as of August 8, 2000 (this
"Supplemental Conveyance"), by and between AMERICAN EXPRESS CREDIT CORPORATION,
a Delaware corporation, as seller (the "Seller"), and AMERICAN EXPRESS
RECEIVABLES FINANCING CORPORATION II, a Delaware corporation, 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, August 8, 2000.
"Addition Cut-Off Date" shall mean, with respect to the Additional
Accounts designated by this Supplemental Conveyance, the close of business on
July 24, 2000.
2. Conveyance of Receivables. The Seller does hereby sell, transfer,
assign, set over and otherwise convey to RFC II, 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 and thereafter created in the Additional
Accounts designated pursuant to Assignment No. 5 of Receivables in Additional
Accounts, dated as of the date hereof, among American Express Centurion Bank
("Centurion"), RFC II, and the Bank of New York, as Trustee, to be included as
Accounts, and identified in Schedule 1 to Assignment No. 5, 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. On
or before the date hereof, the Seller will deliver to RFC II a computer file,
microfiche list or printed list containing a true and complete list of all
Additional Accounts designated pursuant to Assignment No. 5, which computer file
or list has been marked as Schedule 1 to Assignment No. 5, and which computer
file or list shall also be marked as Schedule 1 hereto and, as of the Addition
Date, shall be incorporated into and made a part of this Supplemental
Conveyance. The Additional Accounts designated by Schedule I attached hereto are
also identified in the records of Centurion, including the computer files
maintained for Centurion in the computer system of American Express Travel
Related Services Company, Inc., with the codes "L" or "M" in the securitization
field of such computer files.
Consistent with Section 2.1(e) of the Receivables Purchase Agreement, 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.
7. Governing Law. This Supplemental Conveyance 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, 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
-------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Treasurer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
