EXHIBIT 4.7
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AMERICAN EXPRESS ISSUANCE TRUST
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee and as Securities Intermediary
SERIES 2005-[__] INDENTURE SUPPLEMENT
dated as of [__________], 2005
to
INDENTURE
dated as of May 19, 2005
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 Designation........................................................................................1
ARTICLE II
DEFINITIONS
Section 2.01 Definitions........................................................................................2
Section 2.02 Governing Law.....................................................................................18
Section 2.03 Counterparts......................................................................................18
Section 2.04 Ratification of Indenture.........................................................................18
ARTICLE III
SERVICING COMPENSATION
Section 3.01 Servicing Compensation............................................................................19
ARTICLE IV
RIGHTS OF SERIES 2005-[__] NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01 Collections and Allocations.......................................................................20
Section 4.02 Determination of Monthly Interest.................................................................21
Section 4.03 Determination of Monthly Principal................................................................22
Section 4.04 Reallocated Finance Charge Collections............................................................22
Section 4.05 Application of Available Funds on Deposit in the Collection Account...............................24
Section 4.06 Application of Series 2005-[__] Available Principal Collections...................................25
Section 4.07 Principal Funding Account; Controlled Accumulation Period.........................................26
Section 4.08 Investor Charge-Offs..............................................................................28
Section 4.09 Reallocated Principal Collections.................................................................28
Section 4.10 Shared Excess Available Finance Charge Collections................................................28
Section 4.11 Shared Excess Available Principal Collections.....................................................29
Section 4.12 Accumulation Reserve Account......................................................................29
Section 4.13 Class C Reserve Account...........................................................................31
Section 4.14 Investment Instructions...........................................................................34
Section 4.15 Determination of LIBOR............................................................................34
Section 4.16 Sale of Collateral for Series 2005-[__] Notes That Are Accelerated or
Reach Legal Maturity............................................................................................35
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TABLE OF CONTENTS
(continued)
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ARTICLE V
EARLY AMORTIZATION OF NOTES
Section 5.01 Early Amortization Events.........................................................................37
ARTICLE VI
LEGAL MATURITY; FINAL DISTRIBUTIONS
Section 6.01 Legal Maturity....................................................................................38
ARTICLE VII
DELIVERY OF SERIES 2005-[__] NOTES; DISTRIBUTIONS
AND REPORTS TO SERIES 2005-[__] NOTEHOLDERS
Section 7.01 Form of Delivery for the Series 2005-[__] Notes; Depository; Denominations........................39
Section 7.02 Delivery and Payment for the Series 2005-[__] Notes...............................................39
Section 7.03 Distributions.....................................................................................39
Section 7.04 Reports and Statements to Series 2005-[__] Noteholders............................................40
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 No Petition.......................................................................................42
Section 8.02 Actions by the Issuer.............................................................................42
Section 8.03 Limitations on Liability..........................................................................42
Section 8.04 Termination of Issuer.............................................................................42
Section 8.05 Acknowledgement and Acceptance of Indenture.......................................................43
Section 8.06 Amendments........................................................................................43
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This SERIES 2005-[__] INDENTURE SUPPLEMENT (this "Indenture
Supplement"), by and between AMERICAN EXPRESS ISSUANCE TRUST, a statutory trust
organized under the laws of the State of Delaware (the "Issuer"), having its
principal office at Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000-0000, and THE BANK OF NEW YORK, a New York banking corporation,
in its capacity as Indenture Trustee (the "Indenture Trustee") and as the
initial Securities Intermediary, is made and entered into as of [__________],
2005.
Pursuant to this Indenture Supplement, the Issuer shall create
a new Series of Notes and shall specify the principal terms thereof. The Issuer
has tendered the notice of issuance required by subsection 4.10(i) of the
Indenture and this Indenture Supplement is being entered into between the Issuer
and the Indenture Trustee as required by subsection 4.10(viii) of the Indenture
to provide for the issuance, authentication and delivery of each of the Class A
Notes, Series 2005-[__], the Class B Notes, Series 2005-[__] and the Class C
Notes, Series 2005-[__].
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01 Designation. (a) There is hereby created a Series
of Notes to be issued pursuant to the Indenture and this Indenture Supplement to
be known as "American Express Issuance Trust, Series 2005-[__]" or the "Series
2005-[__] Notes." The Series 2005-[__] Notes shall be issued in three Classes,
the first of which shall be known as the "Class A Series 2005-[__] Floating Rate
Asset Backed Notes," the second of which shall be known as the "Class B Series
2005-[__] Floating Rate Asset Backed Notes" and the third of which shall be
known as the "Class C Series 2005-[__] Floating Rate Asset Backed Notes." The
Series 2005-[__] Notes shall be due and payable on the Legal Maturity Date.
(b) The Series 2005-[__] Notes shall be secured by the
Collateral. Series 2005-[__] shall be included in Reallocation Group A. Series
2005-[__] shall be a Shared Excess Available Finance Charge Collections Series
and shall be included in Shared Excess Available Finance Charge Collections
Group A. Series 2005-[__] shall be a Shared Excess Available Principal
Collections Series and shall be included in Shared Excess Available Principal
Collections Group A. Series 2005-[__] shall not be in any other Group (as
defined in the Indenture). Series 2005-[__] shall not be subordinated to any
other Series of Notes. Notwithstanding any provision in the Indenture or in this
Indenture Supplement to the contrary, the first Payment Date with respect to
Series 2005-[__] shall be the [________] 2005 Payment Date, and the first
Monthly Period shall begin on and include the Closing Date and end on and
include [________].
[END OF ARTICLE I]
ARTICLE II
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and, along with any
other term defined in any Section of this Indenture
Supplement, include the plural as well as the
singular;
(2) all other terms used herein which are defined in the
Indenture or the Transfer and Servicing Agreement,
either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with
generally accepted accounting principles and, except
as otherwise herein expressly provided, the term
"generally accepted accounting principles" with
respect to any computation required or permitted
hereunder means such accounting principles as are
generally accepted in the United States of America at
the date of such computation;
(4) all references in this Indenture Supplement to
designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections
and other subdivisions of this Indenture Supplement.
The words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Indenture
Supplement as a whole and not to any particular
Article, Section or other subdivision;
(5) in the event that any term or provision contained
herein shall conflict with or be inconsistent with
any term or provision contained in the Indenture or
the Transfer and Servicing Agreement, the terms and
provisions of this Indenture Supplement shall be
controlling;
(6) each capitalized term defined herein shall relate
only to the Series 2005-[__] Notes and no other
Series of Notes issued by the Issuer; and
(7) "including" and words of similar import shall be
deemed to be followed by "without limitation."
"Account" has the meaning specified in the Transfer and
Servicing Agreement.
"Accumulation Reserve Account" shall have the meaning
specified in subsection 4.12(a).
2
"Accumulation Reserve Account Funding Date" shall mean the
Payment Date prior to the Payment Date with respect to the first Monthly Period
in the Controlled Accumulation Period.
"Accumulation Reserve Account Surplus" shall mean, as of any
date of determination, the amount, if any, by which the amount on deposit in the
Accumulation Reserve Account exceeds the Required Accumulation Reserve Account
Amount.
"Accumulation Reserve Draw Amount" shall have the meaning
specified in subsection 4.12(c).
"Additional Interest" means, with respect to any Payment Date,
any Class A Additional Interest, any Class B Additional Interest and any Class C
Additional Interest for such Payment Date.
"Adjusted Outstanding Dollar Principal Amount" means, as of
any date of determination, the Outstanding Dollar Principal Amount of the Series
2005-[__] Notes on such date of determination, less any funds on deposit in the
Principal Funding Account for the benefit of such Series 2005-[__] Notes on such
date of determination.
"Administrator" means TRS, in its capacity as administrator of
the Trust, and any permitted successors or assigns thereto.
"Adverse Effect" has the meaning specified in the Indenture.
"Aggregate Series Available Finance Charge Collections
Shortfall" means, with respect to any Monthly Period as determined on the
related Note Transfer Date, the sum of the Series Available Finance Charge
Collections Shortfalls (as such term is defined in each of the applicable
Indenture Supplements) for each Shared Excess Available Finance Charge
Collections Series in Shared Excess Available Finance Charge Collections Group A
for such Monthly Period.
"Aggregate Series Available Principal Collections Shortfall"
means, with respect to any Monthly Period as determined on the related Note
Transfer Date, the sum of the Series Available Principal Collections Shortfalls
(as such term is defined in each of the applicable Indenture Supplements) for
each Shared Excess Available Principal Collections Series in Shared Excess
Available Principal Collections Group A for such Monthly Period.
"Available Accumulation Reserve Account Amount" means, for any
Payment Date, the lesser of (a) the amount on deposit in the Accumulation
Reserve Account on such date (before giving effect to any deposit to be made to
the Accumulation Reserve Account on such date) and (b) the Required Accumulation
Reserve Account Amount.
"Available Class C Reserve Account Amount" means, for any
Payment Date, the lesser of (a) the amount on deposit in the Class C Reserve
Account on such date (before giving effect to any deposit to be made to the
Class C Reserve Account on such date) and (b) the Required Class C Reserve
Account Amount.
3
"Available Principal Collections" means, with respect to the
Series 2005-[__] Notes, the Series 2005-[__] Available Principal Collections and
has, with respect to any other Series of Notes, the meaning specified in the
applicable Indenture Supplement for such Series of Notes.
"Bankruptcy Code" means the United States Bankruptcy Code
located in Title 11 of the United States Code.
"Base Rate" means, with respect to any Monthly Period, the sum
of (i) the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B Monthly
Interest and the Class C Monthly Interest for such Monthly Period and the
denominator of which is the Outstanding Dollar Principal Amount as of the last
day of the preceding Monthly Period and (ii) the Servicing Fee Percentage for
such Monthly Period.
"Business Day" has the meaning specified in the Indenture.
"Class" means the Class A Notes, the Class B Notes or the
Class C Notes, as applicable.
"Class A Additional Interest" has the meaning specified in
subsection 4.02(a).
"Class A Interest Shortfall" has the meaning specified in
subsection 4.02(a).
"Class A Monthly Interest" has the meaning specified in
subsection 4.02(a).
"Class A Note" means any one of the Notes substantially in the
form of Exhibit A-1, which is duly executed and authenticated in accordance with
the Indenture.
"Class A Note Interest Rate" means, for any Interest Period
with respect to the Class A Notes, a per annum rate equal to LIBOR plus [__]%.
"Class A Noteholder" means the Person in whose name a Class A
Note is registered in the Note Register.
"Class A Stated Principal Amount" means $[______].
"Class B Additional Interest" has the meaning specified in
subsection 4.02(b).
"Class B Interest Shortfall" has the meaning specified in
subsection 4.02(b).
"Class B Monthly Interest" has the meaning specified in
subsection 4.02(b).
"Class B Note" means any one of the Notes substantially in the
form of Exhibit A-2, which is duly executed and authenticated in accordance with
the Indenture.
"Class B Note Interest Rate" means, for any Interest Period
with respect to the Class B Notes, a per annum rate equal to LIBOR plus [__]%.
4
"Class B Noteholder" means the Person in whose name a Class B
Note is registered in the Note Register.
"Class B Stated Principal Amount" means $[______].
"Class C Additional Interest" has the meaning specified in
subsection 4.02(c).
"Class C Interest Shortfall" has the meaning specified in
subsection 4.02(c).
"Class C Monthly Interest" has the meaning specified in
subsection 4.02(c).
"Class C Note" means any one of the Notes substantially in the
form of Exhibit A-3, which is duly executed and authenticated in accordance with
the Indenture.
"Class C Note Interest Rate" means, for any Interest Period
with respect to the Class C Notes, a per annum rate equal to LIBOR plus [__]%.
"Class C Noteholder" means the Person in whose name a Class C
Note is registered in the Note Register.
"Class C Reserve Account" shall have the meaning specified in
subsection 4.13(a).
"Class C Reserve Account Percentage" means, (i) 0.00% if the
Quarterly Excess Spread Percentage on such Payment Date is greater than 4.00%,
(ii) 1.00% if the Quarterly Excess Spread Percentage on such Payment Date is
equal to or less than 4.00% and greater than 3.50%, (iii) 1.50% if the Quarterly
Excess Spread Percentage on such Payment Date is equal to or less than 3.50% and
greater than 3.00%, (iv) 2.00% if the Quarterly Excess Spread Percentage on such
Payment Date is equal to or less than 3.00% and greater than 2.00%, (v) 3.00% if
the Quarterly Excess Spread Percentage on such Payment Date is equal to or less
than 2.00% and greater than 1.00% and (vi) 4.00% if the Quarterly Excess Spread
Percentage on such Payment Date is equal to or less than 1.00% and greater than
or equal to 0.00%; provided, however, that, for any Payment Date with respect to
which the Quarterly Principal Payment Rate is equal to or less than 60%, the
Class C Reserve Account Percentage shall be the greater of (a) 1.00% of the
Initial Dollar Principal Amount and (b) the applicable percentage specified in
clauses (i) through (v) above.
"Class C Stated Principal Amount" means $[______].
"Closing Date" means [________], 2005; provided that, for
purposes of determining the date on which the first Monthly Period begins, the
Closing Date shall be deemed to be the close of business on the second day
following the last day of the seventh billing cycle applicable to the Accounts
ending in [______].
"Collateral" has the meaning specified in the Granting Clause
of the Indenture.
"Collateral Certificate" has the meaning specified in the
Transfer and Servicing Agreement.
5
"Collection Account" has the meaning specified in the
Indenture.
"Controlled Accumulation Amount" means $[________]; provided,
however, that if the Transferor elects to postpone the commencement of the
Controlled Accumulation Period in accordance with subsection 4.07(c),
$[---------].
"Controlled Accumulation Period" means, unless an Early
Amortization Event shall have occurred prior thereto, the period beginning at
the close of business on the last day of the [__________] Monthly Period or such
later date as is determined in accordance with subsection 4.07(c) and ending on
the earlier to occur of (a) the commencement of the Early Amortization Period
and (b) the payment in full of the Stated Principal Amount of, and any Monthly
Interest due on, the Series 2005-[__] Notes.
"Controlled Accumulation Period Length" has the meaning
specified in subsection 4.07(c).
"Controlled Deposit Amount" means, for any Payment Date with
respect to the Controlled Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Payment Date and any Deficit Controlled
Accumulation Amount for the immediately preceding Payment Date.
"Corporate Trust Office" has the meaning specified in the
Transfer and Servicing Agreement.
"Covered Amount" means, for any Payment Date with respect to
the Controlled Accumulation Period, an amount equal to the sum of (a) the
product of (i) the Class A Note Interest Rate in effect with respect to such
Interest Period, (ii) a fraction, the numerator of which is the actual number of
days from and including the prior Payment Date to but excluding the then current
Payment Date and the denominator of which is 360 and (iii) the Principal Funding
Account Balance, if any, as of the preceding Payment Date, up to the Outstanding
Dollar Principal Amount of the Class A Notes, (b) the product of (i) the Class B
Note Interest Rate in effect with respect to such Interest Period, (ii) a
fraction, the numerator of which is the actual number of days from and including
the prior Payment Date to but excluding the then current Payment Date and the
denominator of which is 360 and (iii) the lesser of (x) the Principal Funding
Account Balance, if any, as of the preceding Payment Date in excess of the
Outstanding Dollar Principal Amount of the Class A Notes and (y) the Outstanding
Dollar Principal Amount of the Class B Notes as of the last day of the
immediately preceding Monthly Period, and (c) the product of (i) the Class C
Note Interest Rate in effect with respect to such Interest Period, (ii) a
fraction, the numerator of which is the actual number of days from and including
the prior Payment Date to but excluding the then current Payment Date and the
denominator of which is 360 and (iii) the lesser of (x) the Principal Funding
Account Balance, if any, as of the preceding Payment Date in excess of the sum
of the Outstanding Dollar Principal Amount of the Class A Notes and Class B
Notes and (y) the Outstanding Dollar Principal Amount of the Class C Notes as of
the last day of the immediately preceding Monthly Period.
"Default Amount" has the meaning specified in the Transfer and
Servicing Agreement.
6
"Deficit Controlled Accumulation Amount" means (a) on the
first Payment Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such Payment Date over
the amount deposited in the Principal Funding Account on such Payment Date and
(b) on each subsequent Payment Date with respect to the Controlled Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for such subsequent
Payment Date over the amount deposited in the Principal Funding Account on such
subsequent Payment Date.
"Discount Option Percentage" has the meaning specified in the
Transfer and Servicing Agreement.
"Early Amortization Event" means, with respect to the Series
2005-[__] Notes, the events specified in Section 5.01 hereof and Section 12.01
of the Indenture.
"Early Amortization Period" means the period commencing at the
close of business on the Business Day immediately preceding the day on which an
Early Amortization Event with respect to Series 2005-[__] is deemed to have
occurred, and ending on the first to occur of (a) the payment in full of the
Stated Principal Amount of, and any Series 2005-[__] Monthly Interest due on,
the Series 2005-[__] Notes, (b) the date on which Collateral is sold pursuant to
Section 4.16 and (c) the seventh Business Day following the Legal Maturity Date.
"Eligible Deposit Account" has the meaning specified in the
Indenture.
"Eligible Institution" has the meaning specified in the
Indenture.
"Eligible Investments" has the meaning specified in the
Indenture.
"Event of Default" has the meaning specified in the Indenture.
"Excess Funding Account" has the meaning specified in the
Indenture.
"Excess Funding Amount" has the meaning specified in the
Transfer and Servicing Agreement.
"Excess Spread Percentage" means, with respect to each Payment
Date, as determined on the Business Day prior to such Payment Date, the amount,
if any, by which the Series 2005-[__] Portfolio Yield with respect to the
related Monthly Period exceeds the Base Rate with respect to such Monthly
Period.
"Expected Final Payment Date" means the [_________] Payment
Date.
"Finance Charge Collections" has the meaning specified in the
Transfer and Servicing Agreement.
"Floating Allocation Percentage" means, with respect to the
Series 2005-[__] Notes, the Series 2005-[__] Floating Allocation Percentage and
has, with respect to any other Series of Notes, the meaning specified in the
applicable Indenture Supplement for such Series of Notes.
7
"Holder" has the meaning specified in the Indenture.
"Indenture" means the Indenture, dated as of May 19, 2005,
between the Issuer and the Indenture Trustee, as the same may be amended,
supplemented, restated or otherwise modified from time to time.
"Indenture Supplement" has (i) with respect to Series
2005-[__], the meaning specified in the preamble hereto and (ii) with respect to
any other Series of Notes, the meaning specified in the Indenture.
"Indenture Trustee" means The Bank of New York, in its
capacity as indenture trustee under the Indenture, its successors in interest
and any successor indenture trustee under the Indenture.
"Initial Dollar Principal Amount" means $[__________].
"Interest Period" means, with respect to any Payment Date, the
period from and including the Payment Date immediately preceding such Payment
Date (or, in the case of the first Payment Date, from and including the Closing
Date) and to but excluding such Payment Date.
"Invested Amount" has the meaning specified in the Transfer
and Servicing Agreement.
"Investor Charge-Off" has the meaning specified in Section
4.08.
"Issuer" has the meaning specified in the preamble hereto.
"Issuer Accounts" has the meaning specified in the Indenture.
"Legal Maturity Date" means the [_________] Payment Date.
"LIBOR" means, for any Interest Period, a per annum interest
rate determined by the Indenture Trustee for such Interest Period in accordance
with the provisions of Section 4.15.
"LIBOR Determination Date" means [__________], 2005 for the
period from and including the Closing Date to but excluding [_________], 2005,
and for every other Interest Period, the second London Business Day prior to the
commencement of such Interest Period.
"London Business Day" means any day on which dealings in
deposits in United States Dollars are transacted in the London interbank market.
"Master Trust" has the meaning specified in the Indenture.
"Monthly Interest" means the Series 2005-[__] Monthly
Interest.
"Monthly Period" has the meaning specified in the Indenture.
8
"Monthly Principal" means the monthly principal distributable
in respect of the Series 2005-[__] Notes as calculated in accordance with
Section 4.03.
"Monthly Subordination Amount" means, with respect to any
Monthly Period, an amount equal to the sum of:
(a) the lower of (i) the excess of the amounts distributable
pursuant to subsections 4.05(a) and 4.05(d) over the Series 2005-[__]
Available Finance Charge Collections and Shared Excess Available
Finance Charge Collections allocated with respect thereto pursuant to
subsections 4.05(a) and 4.05(d), respectively, and (ii) (1) the product
of (I) [___]% and (II) the Initial Dollar Principal Amount minus (2)
the amount of unreimbursed Investor Charge-offs (after giving effect to
Investor Charge-offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date);
and
(b) the lower of (i) the excess of the amounts distributable
pursuant to subsection 4.05(b) over the Series 2005-[__] Available
Finance Charge Collections and Shared Excess Available Finance Charge
Collections allocated with respect thereto pursuant to subsection
4.05(b), and (ii)(1) the product of (I) [___]% and (II) the Initial
Dollar Principal Amount minus (2) the amount of unreimbursed Investor
Charge-offs (after giving effect to Investor Charge-offs for the
related Monthly Period) and unreimbursed Reallocated Principal
Collections (including amounts allocated pursuant to clause (a) above
with respect to the related Payment Date).
"Nominal Liquidation Amount" means, as of the Closing Date,
the Initial Dollar Principal Amount and on any date of determination thereafter,
the sum of, without duplication, (a) the Nominal Liquidation Amount determined
on the immediately prior date of determination, plus (b) all reimbursements of
reductions in the Nominal Liquidation Amount due to Investor Charge-Offs or
Reallocated Principal Collections since the prior date of determination,
determined as set forth in Sections 4.08 and 4.09, minus (c) the amount of the
reduction in the Nominal Liquidation Amount due to Investor Charge-Offs since
the prior date of determination, determined as set forth in Section 4.08, minus
(d) the amount of the reduction in the Nominal Liquidation Amount due to the
application of Reallocated Principal Collections since the prior date of
determination, determined as set forth in Section 4.09, minus (e) the amount
deposited in the Principal Funding Account or paid to the Series 2005-[__]
Noteholders (in each case, after giving effect to any deposits, allocations,
reallocations or withdrawals to be made on that day) since the prior date of
determination; provided, however, that (1) the Nominal Liquidation Amount may
never be less than zero, (2) the Nominal Liquidation Amount may never be greater
than the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale
of Collateral in accordance with Section 4.16, the Nominal Liquidation Amount
will be reduced to zero upon such sale.
"Nominal Liquidation Amount Deficit" means the Series
2005-[__] Additional Amount.
"Note" or "Notes" has the meaning specified in the Indenture.
"Note Rating Agency" means each of Fitch, Xxxxx'x and Standard
& Poor's.
9
"Note Rating Agency Condition" has the meaning specified in
the Transfer and Servicing Agreement.
"Note Transfer Date" has the meaning specified in the Transfer
and Servicing Agreement.
"Noteholder" has the meaning specified in the Indenture.
"Officer's Certificate" has the meaning specified in the
Indenture.
"Outstanding" has the meaning specified in the Indenture.
"Outstanding Dollar Principal Amount" has the meaning
specified in the Indenture.
"Overconcentration Account" has the meaning specified in the
Indenture.
"Owner Trustee" means Wilmington Trust Company, not in its
individual capacity, but solely as owner trustee under the Trust Agreement, its
successors in interest and any successor owner trustee under the Trust
Agreement.
"Paying Agent" has the meaning specified in the Indenture.
"Payment Date" means (i) with respect to Series 2005-[__],
[______], 2005 and the 15th day of each calendar month thereafter, or if such
15th day is not a Business Day, the next succeeding Business Day and (ii) with
respect to any other Series of Notes, the meaning specified in the applicable
Indenture Supplement for such Series of Notes.
"Person" has the meaning specified in the Indenture.
"Pool Balance" has the meaning specified in the Transfer and
Servicing Agreement.
"Pooling and Servicing Agreement" has the meaning specified in
the Indenture.
"Principal Allocation Percentage" means, with respect to the
Series 2005-[__] Notes, the Series 2005-[__] Principal Allocation Percentage and
has, with respect to any other Series of Notes, the meaning specified in the
applicable Indenture Supplement for such Series of Notes.
"Principal Collections" has the meaning specified in the
Transfer and Servicing Agreement.
"Principal Funding Account" means the Eligible Deposit Account
designated as such and established pursuant to subsection 4.07(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination during the Controlled Accumulation Period, the
principal amount, if any, on deposit in the Principal Funding Account on such
date of determination.
10
"Principal Funding Account Investment Proceeds" shall have the
meaning specified in subsection 4.07(a)(ii).
"Principal Payment Rate" means, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Principal Collections received during such Monthly Period
and the denominator of which is the aggregate principal amount of billed
balances as of the first day of such Monthly Period.
"Quarterly Excess Spread Percentage" means (a) with respect to
the [_______] Payment Date, the Excess Spread Percentage with respect to the
immediately preceding Monthly Period, (b) with respect to the [__________]
Payment Date, the percentage equivalent of a fraction, the numerator of which is
the sum of the Excess Spread Percentages for the immediately preceding two
Monthly Periods and the denominator of which is two and (c) with respect to the
[_________] Payment Date and each Payment Date thereafter, the percentage
equivalent of a fraction, the numerator of which is the sum of the Excess Spread
Percentages for the immediately preceding three Monthly Periods and the
denominator of which is three.
"Quarterly Principal Payment Rate" means (a) with respect to
the [_______] Payment Date, the Principal Payment Rate with respect to the
immediately preceding Monthly Period, (b) with respect to the [__________]
Payment Date, the percentage equivalent of a fraction, the numerator of which is
the sum of the Principal Payment Rates for the immediately preceding two Monthly
Periods and the denominator of which is two and (c) with respect to the
[_________] Payment Date and each Payment Date thereafter, the percentage
equivalent of a fraction, the numerator of which is the sum of the Principal
Payment Rates for the immediately preceding three Monthly Periods and the
denominator of which is three.
"Ratings Effect" has the meaning specified in the Indenture.
"Reallocated Principal Collections" means, with respect to any
Monthly Period, Series 2005-[__] Principal Collections applied in accordance
with Section 4.09.
"Reallocation Group A Additional Amounts" means, with respect
to any Payment Date, the sum of (a) the Series 2005-[__] Additional Amount for
such Payment Date and (b) for all other Series included in Reallocation Group A,
the aggregate amount of reductions in the nominal liquidation amounts with
respect to such Series as of such Payment Date due to investor charge-offs or
the application of reallocated principal collections, which amounts are payable
out of Reallocation Group A Finance Charge Collections allocated to such Series
for such Payment Date pursuant to the related Indenture Supplements.
"Reallocation Group A Default Amount" means, with respect to
any Payment Date, the sum of (a) the Series 2005-[__] Default Amount for such
Payment Date and (b) the aggregate amount of the Default Amount allocated to all
other Series included in Reallocation Group A for such Payment Date.
"Reallocation Group A Fees" means, with respect to any Payment
Date, the sum of (a) the Series 2005-[__] Fees for such Payment Date and (b) the
aggregate amount of the servicing fees and any other similar fees for all other
Series included in Reallocation Group A for such Payment Date, which fees are
payable out of Reallocation Group A Finance Charge Collections allocated to such
Series for such Payment Date pursuant to the related Indenture Supplements.
11
"Reallocation Group A Finance Charge Collections" means, with
respect to any Payment Date, the sum of (a) Series 2005-[__] Finance Charge
Collections for such Payment Date and (b) the aggregate amount of Finance Charge
Collections allocated to all other Series included in Reallocation Group A for
such Payment Date.
"Reallocation Group A Interest" means, with respect to any
Payment Date, the sum of (a) Series 2005-[__] Monthly Interest for such Payment
Date and (b) the aggregate amount of monthly interest, including overdue monthly
interest and interest on such overdue monthly interest, if such amounts are
payable out of Reallocation Group A Finance Charge Collections allocated to such
Series for such Payment Date pursuant to the related Indenture Supplements.
"Receivables" has the meaning specified in the Transfer and
Servicing Agreement.
"Record Date" means the last day of the Monthly Period
immediately preceding the related Payment Date.
"Reference Banks" means four major banks in the London
interbank market selected by the Servicer.
"Reinvestment Amount" has the meaning specified in the
Transfer and Servicing Agreement.
"Remaining Series Available Principal Collections Shortfall"
means, with respect to any Monthly Period as determined on the related Note
Transfer Date, (a) with respect to Series 2005-[__], the excess, if any, of (i)
the Series Available Principal Collections Shortfall for such Monthly Period
over (ii) the Shared Excess Available Principal Collections, if any, allocated
to the Series 2005-[__] Notes from other Shared Excess Available Principal
Collections Series for such Monthly Period and (b) with respect to any other
Series of Notes, the amount set forth in the applicable Indenture Supplement for
such Monthly Period.
"Required Accumulation Reserve Account Amount" means, with
respect to any Payment Date on or after the Accumulation Reserve Account Funding
Date, an amount equal to (a) [0.50]% of the Initial Dollar Principal Amount as
of the preceding Payment Date (after giving effect to all changes therein on
such date) or (b) any other percentage (which may be 0%) of the Initial Dollar
Principal Amount designated by the Transferor; provided that if such percentage
is less than the percentage specified in clause (a) above, the Transferor shall
have received written notice from each Note Rating Agency that the Note Rating
Agency Condition shall have been satisfied with respect to such designation and
shall have delivered copies of each such written notice to the Servicer, the
Indenture Trustee and the Owner Trustee.
"Required Class C Reserve Account Amount" means, with respect
to each Payment Date, an amount equal to the product of (a) the Class C Reserve
Account Percentage in effect for such Payment Date and (ii) the Initial Dollar
Principal Amount; provided that, upon the occurrence of an Early Amortization
Event or an Event of Default with respect to the Series 2005-[__] Notes, the
Required Class C Reserve Account Amount shall be the Outstanding Dollar
Principal Amount of the Class C Notes as of the date of such occurrence.
12
"Required Excess Spread Percentage" means 0%; provided,
however, that the Issuer may, from time to time, change such percentage (which
shall never be less than zero) (a) upon written notice to the Indenture Trustee,
(b) upon prior written confirmation from the Note Rating Agencies that a Ratings
Effect shall not occur with respect to such change and (c) provided the Issuer
reasonably believes, as evidenced by an Officer's Certificate of each Transferor
delivered to the Indenture Trustee, that such change shall not have an Adverse
Effect.
"Required Pool Balance" has the meaning specified in the
Transfer and Servicing Agreement.
"Required Transferor Amount" has the meaning specified in the
Transfer and Servicing Agreement.
"Revolving Period" means the period beginning on the Closing
Date and ending on the earlier of (a) the close of business on the day
immediately preceding the day the Controlled Accumulation Period commences and
(b) the close of business on the day immediately preceding the day the Early
Amortization Period commences.
"RFC V" means American Express Receivables Financing
Corporation V LLC, a Delaware limited liability company, and its permitted
successors and assigns.
"Senior Class" means (a) with respect to the Class B Notes,
the Class A Notes and (b) with respect to the Class C Notes, the Class A Notes
and the Class B Notes.
"Series" has the meaning specified in the Indenture and, when
used with respect to the Series of Notes issued pursuant to this Indenture
Supplement, means Series 2005-[__].
"Series 2005-[__] Additional Amount" means, with respect to
any Payment Date, the amount specified in subsection 4.05(f) for such Payment
Date.
"Series 2005-[__] Available Finance Charge Collections" means,
with respect to any Monthly Period, an amount equal to the sum of (a) the Series
2005-[__] Reallocated Finance Charge Collections with respect to such Monthly
Period, (b) Principal Funding Account Investment Proceeds, if any, with respect
to the related Payment Date and (c) amounts, if any, to be withdrawn from the
Accumulation Reserve Account which shall be deposited into the Collection
Account on the related Payment Date to be treated as Series 2005-[__] Available
Finance Charge Collections pursuant to subsections 4.12(b) and (d).
"Series 2005-[__] Available Principal Collections" means, with
respect to any Monthly Period, an amount equal to (a) the Series 2005-[__]
Principal Collections with respect to such Monthly Period, minus (b) Reallocated
Principal Collections with respect to such Monthly Period, plus (c) any Series
2005-[__] Available Finance Charge Collections available with respect to such
Monthly Period to cover the Series 2005-[__] Default Amount or to reimburse any
reductions in the Nominal Liquidation Amount from an allocation of Investor
Charge-Offs or from the application of Reallocated Principal Collections, plus
(d) following an Event of Default and acceleration of the Series 2005-[__]
Notes, Series 2005-[__] Available Finance Charge Collections, if any, with
respect to such Monthly Period, available pursuant to subsection 4.05(i), plus
(e) any other amounts which pursuant to Section 4.05 are to be treated as Series
2005-[__] Available Principal Collections with respect to the related Payment
Date, plus (f) any amounts allocated to the Series 2005-[__] Notes pursuant to
subsection 4.01(f).
13
"Series 2005-[__] Default Amount" means, with respect to any
Monthly Period, an amount equal to the product of (a) the Series 2005-[__]
Floating Allocation Percentage and (b) the Default Amount with respect to such
Monthly Period.
"Series 2005-[__] Fees" means, with respect to any Payment
Date, the amount specified in subsection 4.05(d) for such Payment Date.
"Series 2005-[__] Finance Charge Collections" means, with
respect to any Monthly Period, the Finance Charge Collections allocated to the
Series 2005-[__] Notes pursuant to subsection 4.01(b).
"Series 2005-[__] Floating Allocation Percentage" means, with
respect to any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Nominal
Liquidation Amount as of the beginning of the first day of such Monthly Period
(or, with respect to the first Monthly Period, the Initial Dollar Principal
Amount), and the denominator of which is the greater of (a) the Pool Balance as
of the beginning of the first day of such Monthly Period (or, with respect to
the first Monthly Period, the Pool Balance as of the Closing Date) and (b) the
sum of the nominal liquidation amounts for all Series of Notes as of the
beginning of the first day of such Monthly Period; provided, however, that with
respect to any Monthly Period in which an Addition Date, an Increase Date or a
Removal Date occurs, the amount calculated above pursuant to clause (a) of the
denominator shall be increased by (i) the aggregate amount of Principal
Receivables or Collateral Certificates added to the Trust on each Addition Date
during such Monthly Period and (ii) the aggregate amount by which the Invested
Amount of an existing Collateral Certificate was increased on each Increase Date
during such Monthly Period, and shall be decreased by the aggregate amount of
Principal Receivables or Collateral Certificates removed from the Trust on each
Removal Date during such Monthly Period, as though such Principal Receivables or
Collateral Certificates had been added to or removed from, as the case may be,
the Trust as of the beginning of the first day of such Monthly Period.
"Series 2005-[__] Monthly Interest" means, with respect to any
Payment Date, (i) the Class A Monthly Interest, (ii) any Class A Monthly
Interest previously due but not paid to the Class A Noteholders, (iii) the Class
B Monthly Interest, (iv) any Class B Monthly Interest previously due but not
paid to the Class B Noteholders, (v) the Class C Monthly Interest, (vi) any
Class C Monthly Interest previously due but not paid to the Class C Noteholders,
(vii) the amount of Additional Interest, if any, and (viii) any Additional
Interest previously due but not paid to the Series 2005-[__] Noteholders, in
each case for such Payment Date.
"Series 2005-[__] Noteholders" means a Class A Noteholder, a
Class B Noteholder or a Class C Noteholder.
14
"Series 2005-[__] Notes" means a Class A Note, a Class B Note
or a Class C Note.
"Series 2005-[__] Portfolio Yield" means, for any Monthly
Period, the annualized percentage equivalent of a fraction:
(1) the numerator of which is equal to the sum of:
(a) the Series 2005-[__] Available Finance Charge Collections
with respect to such Monthly Period; minus
(b) the Series 2005-[__] Default Amount for such Monthly
Period; and
(2) the denominator of which is the Nominal Liquidation Amount as
of the last day of the preceding Monthly Period.
"Series 2005-[__] Principal Allocation Percentage" means, with
respect to any Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is (a) during the
Revolving Period, the Nominal Liquidation Amount as of the beginning of the
first day of such Monthly Period (or, in the case of the first Monthly Period,
the Initial Dollar Principal Amount) and (b) during the Controlled Accumulation
Period or the Early Amortization Period, the Nominal Liquidation Amount as of
the close of business on the date on which the Revolving Period shall have
terminated, and the denominator of which is the greater of (a) the Pool Balance
as of the beginning of the first day of such Monthly Period (or, with respect to
the first Monthly Period, the Pool Balance as of the Closing Date) and (b) the
sum of the nominal liquidation amounts for all Series of Notes as of the
beginning of the first day of such Monthly Period; provided, however, that with
respect to any Monthly Period in which an Addition Date, an Increase Date or a
Removal Date occurs, the amount calculated above pursuant to clause (a) of the
denominator shall be increased by (i) the aggregate amount of Principal
Receivables or Collateral Certificates added to the Trust on each Addition Date
during such Monthly Period and (ii) the aggregate amount by which the Invested
Amount of an existing Collateral Certificate was increased on each Increase Date
during such Monthly Period, and shall be decreased by the aggregate amount of
Principal Receivables or Collateral Certificates removed from the Trust on each
Removal Date during such Monthly Period, as though such Principal Receivables or
Collateral Certificates had been added to or removed from, as the case may be,
the Trust as of the first day of such Monthly Period.
"Series 2005-[__] Principal Collections" means, with respect
to any Monthly Period, the Principal Collections allocated to the Series
2005-[__] Notes pursuant to subsection 4.01(c).
"Series 2005-[__] Reallocated Finance Charge Collections"
means, with respect to any Monthly Period, that portion of Reallocation Group A
Finance Charge Collections allocated to Series 2005-[__] pursuant to Section
4.04.
"Series 2005-[__] Servicing Fee" means, with respect to any
Monthly Period, an amount equal to the product of (a) the Servicing Fee with
respect to such Monthly Period and (b) the Series 2005-[__] Floating Allocation
Percentage with respect to such Monthly Period.
15
"Series 2005-[__] Stated Principal Amount" means $[______].
"Series Available Finance Charge Collections Shortfall" means,
with respect to any Monthly Period as determined on the related Note Transfer
Date, (a) with respect to Series 2005-[__], the excess, if any, of (i) the
aggregate amount targeted to be paid or applied pursuant to subsections 4.05(a)
through (i) for such Monthly Period over (ii) the Series 2005-[__] Available
Finance Charge Collections with respect to such Monthly Period and (b) with
respect to any other Series, the amount set forth in the applicable Indenture
Supplement for such Monthly Period; provided, however, that the Issuer, when
authorized by an Officer's Certificate of each Transferor, may amend or
otherwise modify this definition of Series Available Finance Charge Collections
Shortfall provided the Note Rating Agencies confirm in writing that the
amendment or modification shall not cause a Ratings Effect with respect to any
Outstanding Series 2005-[__] Notes.
"Series Available Principal Collections Shortfall" means, with
respect to any Monthly Period as determined on the related Note Transfer Date,
(a) with respect to Series 2005-[__], the excess, if any, of (i) the aggregate
amount targeted to be paid or applied pursuant to subsection 4.06(b)(i) through
(iv) for such Monthly Period over (ii) the Series 2005-[__] Available Principal
Collections with respect to such Monthly Period and (b) with respect to any
other Series of Notes, the amount set forth in the applicable Indenture
Supplement for such Monthly Period; provided, however, that the Issuer, when
authorized by an Officer's Certificate of each Transferor, may amend or
otherwise modify this definition of Series Available Principal Collections
Shortfall provided the Note Rating Agencies confirm in writing that the
amendment or modification shall not cause a Ratings Effect with respect to any
Outstanding Series 2005-[__] Notes.
"Servicer" has the meaning specified in the Transfer and
Servicing Agreement.
"Servicer Default" has the meaning specified in the Transfer
and Servicing Agreement.
"Servicing Fee" has the meaning specified in the Transfer and
Servicing Agreement.
"Shared Excess Available Finance Charge Collections" means,
with respect to any Monthly Period as determined on the related Note Transfer
Date, with respect to any Series of Notes in Shared Excess Available Finance
Charge Collections Group A, the sum of (a) the amount of Series 2005-[__]
Available Finance Charge Collections with respect to such Monthly Period,
available after application in accordance with subsections 4.05(a) through (i)
and (b) the Finance Charge Collections remaining after all required payments and
deposits from all other Series identified as belonging to Shared Excess
Available Finance Charge Collections Group A which the applicable Indenture
Supplements for such Series specify are to be treated as "Shared Excess
Available Finance Charge Collections" with respect to such Monthly Period.
"Shared Excess Available Finance Charge Collections Group" has
the meaning specified in the Indenture.
16
"Shared Excess Available Finance Charge Collections Group A"
means the Shared Excess Available Finance Charge Collections Group to which
Series 2005-[__] has been designated for inclusion under subsection 4.10(a).
"Shared Excess Available Finance Charge Collections Series"
has the meaning specified in the Indenture.
"Shared Excess Available Principal Collections" means, with
respect to any Monthly Period as determined on the related Note Transfer Date,
the sum of (a) with respect to Series 2005-[__], the amount of Series 2005-[__]
Available Principal Collections for such Monthly Period available after
application in accordance with subsections 4.06(b)(i) through (iv) and (b) with
respect to any other Series included in Shared Excess Available Principal
Collections Group A, the Principal Collections allocated to such other Series
remaining after all required payments and deposits, which the applicable
Indenture Supplements for such Series specify are to be treated as "Shared
Excess Available Principal Collections" with respect to such Monthly Period.
"Shared Excess Available Principal Collections Group" has the
meaning specified in the Indenture.
"Shared Excess Available Principal Collections Group A" means
the Shared Excess Available Principal Collections Group to which Series
2005-[__] has been designated for inclusion under subsection 4.11(a).
"Shared Excess Available Principal Collections Series" has the
meaning specified in the Indenture.
"Subordinated Class" means (a) with respect to the Class A
Notes, the Class B Notes and the Class C Notes and (b) with respect to the Class
B Notes, the Class C Notes.
"Telerate Page 3750" shall mean the display page currently so
designated on the Moneyline Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Transfer and Servicing Agreement" means the Transfer and
Servicing Agreement, dated as of May 19, 2005, among RFC V, as Transferor, TRS,
as Servicer and Administrator, the Issuer, and the Indenture Trustee, as
amended, supplemented or otherwise modified from time to time.
"Transfer Restriction Event" has the meaning specified in the
Transfer and Servicing Agreement.
"Transferor" has the meaning specified in the Transfer and
Servicing Agreement.
"Transferor Amount" has the meaning specified in the Transfer
and Servicing Agreement.
17
"Transferor Interest" has the meaning specified in the
Transfer and Servicing Agreement.
"TRS" means American Express Travel Related Services Company,
Inc., a New York corporation, and its permitted successors and assigns.
"Trust Agreement" has the meaning specified in the Transfer
and Servicing Agreement.
SECTION 2.02 GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 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.
Section 2.03 Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 2.04 Ratification of Indenture. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument.
[END OF ARTICLE II]
18
ARTICLE III
SERVICING COMPENSATION
Section 3.01 Servicing Compensation. The share of the
Servicing Fee allocable to the Series 2005-[__] Noteholders with respect to any
Payment Date shall equal the Series 2005-[__] Servicing Fee. The portion of the
Servicing Fee that is not allocable to the Series 2005-[__] Noteholders shall be
paid by the holders of the Transferor Interest or the Noteholders of other
Series of Notes (as provided in the related Indenture Supplements), and in no
event shall the Issuer, the Owner Trustee, the Indenture Trustee or the Series
2005-[__] Noteholders be liable for the share of the Servicing Fee to be paid by
the holders of the Transferor Interest or the Noteholders of any other Series of
Notes.
[END OF ARTICLE III]
19
ARTICLE IV
RIGHTS OF SERIES 2005-[__] NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01 Collections and Allocations.
(a) Allocations. Finance Charge Collections, Principal
Collections, the Default Amount, the Servicing Fee and amounts withdrawn from
the Overconcentration Account allocated to Series 2005-[__] pursuant to Article
III of the Transfer and Servicing Agreement shall be allocated and distributed
as set forth in this Article IV.
(b) Allocations of Finance Charge Collections to the Series
2005-[__] Notes. With respect to each Monthly Period, the Indenture Trustee, at
the direction of the Servicer, shall allocate to the Series 2005-[__]
Noteholders and retain in the Collection Account for application as provided
herein an amount equal to the product of (A) the Series 2005-[__] Floating
Allocation Percentage and (B) the aggregate amount of Finance Charge Collections
with respect to such Monthly Period.
(c) Allocations of Principal Collections to the Series
2005-[__] Notes. With respect to each Monthly Period, the Indenture Trustee, at
the direction of the Servicer, shall allocate to the Series 2005-[__]
Noteholders and retain in the Collection Account for application as provided
herein an amount equal to the product of (A) the Series 2005-[__] Principal
Allocation Percentage and (B) the aggregate amount of Principal Collections with
respect to such Monthly Period.
(d) Allocations of the Default Amount to the Series 2005-[__]
Notes. With respect to each Monthly Period, the Indenture Trustee, at the
direction of the Servicer, shall allocate to the Series 2005-[__] Notes an
amount equal to the product of (A) the Series 2005-[__] Floating Allocation
Percentage and (B) the Default Amount with respect to such Monthly Period.
(e) Allocations of the Servicing Fee to the Series 2005-[__]
Notes. With respect to each Monthly Period, the Indenture Trustee, at the
direction of the Servicer, shall allocate to the Series 2005-[__] Notes an
amount equal to the product of (A) the Series 2005-[__] Floating Allocation
Percentage and (B) the Servicing Fee with respect to such Monthly Period.
(f) Allocations of Amounts Withdrawn from the
Overconcentration Account to the Series 2005-[__] Notes. With respect to each
Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall
allocate to the Series 2005-[__] Notes an amount equal to the product of (A) a
fraction, the numerator of which is the Nominal Liquidation Amount as of the
last day of such Monthly Period and the denominator of which is the sum of the
Nominal Liquidation Amount and the aggregate nominal liquidation amounts of all
Outstanding Series, in each case as of the last day of such Monthly Period and
(B) the amount withdrawn from the Overconcentration Account pursuant to
subsection 3.5(c) of the Transfer and Servicing Agreement.
20
Section 4.02 Determination of Monthly Interest.
(a) The amount of monthly interest ("Class A Monthly
Interest") distributable from the Collection Account with respect to the Class A
Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the period from
and including the immediately preceding Payment Date (or, in the case of the
first Payment Date, the Closing Date) to but excluding such Payment Date and the
denominator of which is 360, (ii) the Class A Note Interest Rate then in effect
for the related Interest Period and (iii) the Outstanding Principal Dollar
Amount of the Class A Notes as of the close of business on the immediately
preceding Record Date.
On the Note Transfer Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the Class A Monthly Interest for such Payment Date over (y) the aggregate
amount of funds allocated and available to pay such Class A Monthly Interest on
such Payment Date. If the Class A Interest Shortfall with respect to any Payment
Date is greater than zero, on each subsequent Payment Date until such Class A
Interest Shortfall is fully paid, an additional amount ("Class A Additional
Interest") equal to the product of (i) a fraction, the numerator of which is the
actual number of days in the period from and including the immediately preceding
Payment Date (or, in the case of the first Payment Date, the Closing Date) to
but excluding such Payment Date and the denominator of which is 360, (ii) the
sum of (x) the Class A Note Interest Rate in effect for the related Interest
Period and (y) 2.0% per annum and (iii) such Class A Interest Shortfall (or the
portion thereof which has not been paid to the Class A Noteholders) shall be
payable as provided herein with respect to the Class A Notes. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Noteholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly
Interest") distributable from the Collection Account with respect to the Class B
Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the period from
and including the immediately preceding Payment Date (or, in the case of the
first Payment Date, the Closing Date) to but excluding such Payment Date and the
denominator of which is 360, (ii) the Class B Note Interest Rate then in effect
for the related Interest Period and (iii) the Outstanding Dollar Principal
Amount of the Class B Notes as of the close of business on the immediately
preceding Record Date.
On the Note Transfer Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Payment Date over (y) the aggregate
amount of funds allocated and available to pay such Class B Monthly Interest on
such Payment Date. If the Class B Interest Shortfall with respect to any Payment
Date is greater than zero, on each subsequent Payment Date until such Class B
Interest Shortfall is fully paid, an additional amount ("Class B Additional
Interest") equal to the product of (i) a fraction, the numerator of which is the
actual number of days in the period from and including the immediately preceding
Payment Date (or, in the case of the first Payment Date, the Closing Date) to
but excluding such Payment Date and the denominator of which is 360, (ii) the
sum of (x) the Class B Note Interest Rate in effect for the related Interest
Period and (y) 2.0% per annum and (iii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to the Class B Noteholders) shall be
payable as provided herein with respect to the Class B Notes. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Noteholders only to the extent permitted by
applicable law.
21
(c) The amount of monthly interest ("Class C Monthly
Interest") distributable from the Collection Account with respect to the Class C
Notes on any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the period from
and including the immediately preceding Payment Date (or, in the case of the
first Payment Date, the Closing Date) to but excluding such Payment Date and the
denominator of which is 360, (ii) the Class C Note Interest Rate then in effect
for the related Interest Period and (iii) the Outstanding Dollar Principal
Amount of the Class C Notes as of the close of business on the immediately
preceding Record Date.
On the Note Transfer Date preceding each Payment Date, the
Servicer shall determine an amount (the "Class C Interest Shortfall") equal to
(x) the aggregate Class C Monthly Interest for such Payment Date minus (y) the
aggregate amount of funds allocated and available to pay such Class C Monthly
Interest on such Payment Date. If the Class C Interest Shortfall with respect to
any Payment Date is greater than zero, on each subsequent Payment Date until
such Class C Interest Shortfall is fully paid, an additional amount ("Class C
Additional Interest") equal to the product of (i) a fraction, the numerator of
which is the actual number of days in the period from and including the
immediately preceding Payment Date (or, in the case of the first Payment Date,
the Closing Date) to but excluding such Payment Date and the denominator of
which is 360, (ii) the sum of (x) the Class C Note Interest Rate in effect for
the related Interest Period and (y) 2.0% per annum and (iii) such Class C
Interest Shortfall (or the portion thereof which has not been paid to the Class
C Noteholders) shall be payable as provided herein with respect to the Class C
Notes. Notwithstanding anything to the contrary herein, Class C Additional
Interest shall be payable or distributed to Class C Noteholders only to the
extent permitted by applicable law.
Section 4.03 Determination of Monthly Principal. The amount of
monthly principal allocated and made available from the Collection Account with
respect to the Series 2005-[__] Notes on each Payment Date (the "Monthly
Principal"), shall be equal to (a) during the Revolving Period, zero and (b)
beginning with the Payment Date in the month following the month in which the
Controlled Accumulation Period or, if earlier, the Early Amortization Period,
begins, the least of (i) the Series 2005-[__] Available Principal Collections on
deposit in the Collection Account with respect to such Payment Date, (ii) for
each Payment Date with respect to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Payment Date and (iii) the Nominal
Liquidation Amount for such Payment Date (after taking into account any
adjustments to be made on such Payment Date pursuant to Sections 4.05, 4.08 and
4.09).
Section 4.04 Reallocated Finance Charge Collections.
(a) The portion of Reallocation Group A Finance Charge
Collections for any Payment Date equal to the amount of Series 2005-[__]
Reallocated Finance Charge Collections for such Payment Date shall be allocated
to Series 2005-[__] and will be distributed as set forth in this Indenture
Supplement.
22
(b) Series 2005-[__] Reallocated Finance Charge Collections
with respect to any Payment Date shall equal the sum of (i) the aggregate amount
of the Series 2005-[__] Monthly Interest, Series 2005-[__] Default Amount,
Series 2005-[__] Fees and Series 2005-[__] Additional Amount for such Payment
Date and (ii) that portion of excess Reallocation Group A Finance Charge
Collections to be included in Series 2005-[__] Reallocated Finance Charge
Collections pursuant to subsection (c) hereof; provided, however, that if the
amount of Reallocation Group A Finance Charge Collections for such Payment Date
is less than the sum of (w) Reallocation Group A Interest, (x) Reallocation
Group A Default Amount, (y) Reallocation Group A Fees and (z) Reallocation Group
A Additional Amounts, then Series 2005-[__] Reallocated Finance Charge
Collections shall equal the sum of the following amounts for such Payment Date:
(A) the product of (I) the lesser of (1) Reallocation
Group A Finance Charge Collections and (2)
Reallocation Group A Interest and (II) a fraction,
the numerator of which is the Series 2005-[__]
Monthly Interest and the denominator of which is
Reallocation Group A Interest;
(B) the product of (I) the lesser of (1) Reallocation
Group A Finance Charge Collections less the amount of
Reallocation Group A Interest and (2) the
Reallocation Group A Default Amount and (II) a
fraction, the numerator of which is the Series
2005-[__] Default Amount and the denominator of which
is the Reallocation Group A Default Amount;
(C) the product of (I) the lesser of (1) Reallocation
Group A Finance Charge Collections less the amount of
Reallocation Group A Interest and the Reallocation
Group A Default Amount and (2) Reallocation Group A
Fees and (II) a fraction, the numerator of which is
Series 2005-[__] Fees and the denominator of which is
Reallocation Group A Fees; and
(D) the product of (I) Reallocation Group A Finance
Charge Collections less the sum of (1) Reallocation
Group A Interest, (2) the Reallocation Group A
Default Amount and (3) Reallocation Group A Fees and
(II) a fraction, the numerator of which is Series
2005-[__] Additional Amount and the denominator of
which is Reallocation Group A Additional Amounts.
(c) If the amount of Reallocation Group A Finance Charge
Collections for any Payment Date exceeds the sum of (i) Reallocation Group A
Interest, (ii) the Reallocation Group A Default Amount, (iii) Reallocation Group
A Fees and (iv) Reallocation Group A Additional Amounts, then Series 2005-[__]
Reallocated Finance Charge Collections for such Payment Date shall include an
amount equal to the product of (x) the amount of such excess and (y) a fraction,
the numerator of which is the Nominal Liquidation Amount as of the last day of
the second preceding Monthly Period (or, with respect to the first Payment Date,
as of the Closing Date) and the denominator of which is the sum of such Nominal
Liquidation Amount and the aggregate nominal liquidation amounts for all other
Series included in Reallocation Group A as of such last day (or, for Series
2005-[__], with respect to the first Payment Date, as of the Closing Date).
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Section 4.05 Application of Series 2005-[__] Available Finance
Charge Collections on Deposit in the Collection Account. The Servicer shall
apply, or shall cause the Indenture Trustee to apply by written instruction to
the Indenture Trustee, on each Payment Date, Series 2005-[__] Available Finance
Charge Collections on deposit in the Collection Account with respect to such
Payment Date to make the following distributions in the following priority:
(a) an amount equal to Class A Monthly Interest for such
Payment Date, plus the amount of any Class A Monthly Interest, or
portion thereof, previously due but not paid to Class A Noteholders on
a prior Payment Date, plus the amount of any Class A Additional
Interest for such Payment Date, plus the amount of any Class A
Additional Interest, or portion thereof, previously due but not paid to
Class A Noteholders on a prior Payment Date, shall be distributed to
the Paying Agent for payment to Class A Noteholders on such Payment
Date;
(b) an amount equal to Class B Monthly Interest for such
Payment Date, plus the amount of any Class B Monthly Interest
previously due but not paid to Class B Noteholders on a prior Payment
Date, plus the amount of any Class B Additional Interest for such
Payment Date, plus the amount of any Class B Additional Interest, or
portion thereof, previously due but not paid to Class B Noteholders on
a prior Payment Date, shall be distributed to the Paying Agent for
payment to Class B Noteholders on the applicable Payment Date;
(c) an amount equal to Class C Monthly Interest for such
Payment Date, plus the amount of any Class C Monthly Interest
previously due but not paid to Class C Noteholders on a prior Payment
Date, plus the amount of any Class C Additional Interest for such
Payment Date, plus the amount of any Class C Additional Interest, or
portion thereof, previously due but not paid to Class C Noteholders on
a prior Payment Date, shall be distributed to the Paying Agent for
payment to Class C Noteholders on the applicable Payment Date;
(d) an amount equal to the Series 2005-[__] Servicing Fee for
such Payment Date, plus the amount of any Series 2005-[__] Servicing
Fee, or portion thereof, previously due but not paid to the Servicer on
a prior Payment Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with Section 3.1 of the Transfer and Servicing Agreement);
(e) an amount equal to the Series 2005-[__] Default Amount for
such Payment Date shall be treated as a portion of Series 2005-[__]
Available Principal Collections for such Payment Date;
(f) an amount (the "Series 2005-[__] Additional Amount") equal
to the sum of the aggregate amount of Investor Charge-Offs and the
amount of Reallocated Principal Collections which have not previously
been reimbursed shall be used to reimburse such amount pursuant to this
subsection 4.05(f) and treated as Series 2005-[__] Available Principal
Collections for such Payment Date;
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(g) on each Payment Date from and after the Accumulation
Reserve Account Funding Date, but prior to the date on which the
Accumulation Reserve Account terminates as described in subsection
4.12(f), an amount equal to the excess, if any, of the Required
Accumulation Reserve Account Amount over the Available Accumulation
Reserve Account Amount shall be deposited into the Accumulation Reserve
Account;
(h) to make the targeted deposit to the Class C Reserve
Account, if any, pursuant to Section 4.13;
(i) upon the occurrence of an Event of Default with respect to
Series 2005-[__] and acceleration of the maturity of the Series
2005-[__] Notes pursuant to Section 7.02 of the Indenture, the balance,
if any, up to the Outstanding Dollar Principal Amount, less the amount
of Series 2005-[__] Available Principal Collections allocated to Series
2005-[__] on such Payment Date (other than pursuant to this clause
(i)), shall be treated as Series 2005-[__] Available Principal
Collections for such Payment Date; and
(j) the balance, if any, shall constitute a portion of Shared
Excess Available Finance Charge Collections for such Payment Date and
shall be available for allocation to other Series in Shared Excess
Available Finance Charge Collections Group A, to the extent needed, and
thereafter paid to the holders of the Transferor Interest.
Section 4.06 Application of Series 2005-[__] Available
Principal Collections.
(a) On each Payment Date with respect to the Revolving Period,
an amount equal to Series 2005-[__] Available Principal Collections deposited in
the Collection Account with respect to the related Monthly Period shall be
treated as Shared Excess Available Principal Collections with respect to such
Monthly Period.
(b) On each Payment Date with respect to the Controlled
Accumulation Period or the Early Amortization Period, an amount equal to the
Series 2005-[__] Available Principal Collections deposited in the Collection
Account for the related Monthly Period shall be distributed or deposited in the
following order of priority:
(i) during the Controlled Accumulation Period and
prior to the payment in full of the Class A Notes, the Class B Notes
and the Class C Notes, an amount equal to the Monthly Principal for
such Payment Date shall be deposited into the Principal Funding Account
in an amount not to exceed the Controlled Deposit Amount;
(ii) during the Early Amortization Period, an amount
equal to the Monthly Principal for such Payment Date shall be
distributed to the Paying Agent for payment to the Class A Noteholders
on such Payment Date and on each subsequent Payment Date until the
Class A Stated Principal Amount has been paid in full;
(iii) after giving effect to the distribution
referred to in clause (ii) above, during the Early Amortization Period,
an amount equal to the Monthly Principal remaining, if any, shall be
distributed to the Paying Agent for payment to the Class B Noteholders
on such Payment Date and on each subsequent Payment Date until the
Class B Stated Principal Amount has been paid in full;
25
(iv) after giving effect to the distribution referred
to in clauses (ii) and (iii) above, during the Early Amortization
Period, an amount equal to the Monthly Principal remaining, if any,
shall be distributed to the Paying Agent for payment to the Class C
Noteholders on such Payment Date and on each subsequent Payment Date
until the Class C Stated Principal Amount has been paid in full;
(v) the balance of such Series 2005-[__] Available
Principal Collections shall be treated as Shared Excess Available
Principal Collections on each applicable Note Transfer Date for the
benefit of other Series in Shared Excess Available Principal
Collections Group A; and
(vi) to be treated as part of the Reinvestment
Amount.
(c) On the earlier to occur of (i) the first Payment Date with
respect to the Early Amortization Period and (ii) the Expected Final Payment
Date, the Indenture Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Principal Funding Account and distribute to
the Paying Agent for payment first, to the Class A Noteholders up to the Class A
Stated Principal Amount, second, to the Class B Noteholders up to the Class B
Stated Principal Amount and third, to the Class C Noteholders up to the Class C
Stated Principal Amount, the amounts deposited into the Principal Funding
Account pursuant to subsection 4.06(b)(i).
Section 4.07 Principal Funding Account; Controlled
Accumulation Period.
(a) (i) The Issuer shall cause to be established and
maintained, in the name of the Indenture Trustee, an Eligible Deposit Account
(the "Principal Funding Account"), bearing a designation clearly indicating that
the funds and other property credited thereto are held for the benefit of the
Series 2005-[__] Noteholders. The Principal Funding Account shall be held by the
Indenture Trustee in accordance with subsection 5.03(c) of the Indenture .
(ii) At the written direction of the Servicer, funds
on deposit in the Principal Funding Account shall be invested by the Indenture
Trustee in Eligible Investments selected by the Servicer. All such Eligible
Investments shall be held by the Indenture Trustee for the benefit of the Series
2005-[__] Noteholders; provided that on each Payment Date, all interest and
other investment income (net of losses and investment expenses) ("Principal
Funding Account Investment Proceeds") on funds on deposit therein shall be
applied as set forth in paragraph (iii) below. Funds on deposit in the Principal
Funding Account shall be invested in Eligible Investments that shall mature so
that such funds shall be available at the close of business on the Note Transfer
Date preceding the following Payment Date. Unless the Servicer directs
otherwise, funds deposited in the Principal Funding Account on a Note Transfer
Date (which immediately precedes a Payment Date) upon the maturity of any
Eligible Investments are not required to be invested overnight. No such Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Indenture Trustee shall sell, liquidate or dispose of any such Eligible
Investment if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment; provided further, however, that the Servicer shall
deliver prompt written notice to the Indenture Trustee of any such default; and
provided further that, subject to Section 8.01 of the Indenture, the Indenture
Trustee shall not in any way be held liable by reason of any insufficiency in
such Principal Funding Account resulting from any loss on any Eligible
Investment included therein except for losses attributable to the Indenture
Trustee's failure to make payments on such Eligible Investments issued by the
Indenture Trustee, in its commercial capacity, in accordance with their terms.
26
(iii) On each Payment Date with respect to the Controlled
Accumulation Period, the Servicer shall direct the Indenture Trustee in writing
to withdraw from the Principal Funding Account and deposit into the Collection
Account all Principal Funding Account Investment Proceeds then on deposit in the
Principal Funding Account and such Principal Funding Account Investment Proceeds
shall be treated as a portion of Series 2005-[__] Available Finance Charge
Collections.
(iv) Reinvested interest and other investment income on
funds deposited in the Principal Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Indenture Supplement.
(b) (i) The Indenture Trustee shall possess all right, title
and interest in all funds and property from time to time credited to the
Principal Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the exclusive control of the Indenture Trustee for the
benefit of the Series 2005-[__] Noteholders. If, at any time, the Principal
Funding Account ceases to be an Eligible Deposit Account, the Indenture Trustee
(or the Servicer on its behalf) shall within ten Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Note Rating Agency may
consent) establish a new Principal Funding Account meeting the conditions
specified in paragraph (a)(i) above as an Eligible Deposit Account and shall
transfer any funds or other property to such new Principal Funding Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 4.1 of the Transfer and Servicing Agreement, the Servicer shall have the
power to instruct the Indenture Trustee to make withdrawals and payments from
the Principal Funding Account for the purposes of carrying out the Servicer's or
Indenture Trustee's duties hereunder.
(c) The Controlled Accumulation Period is scheduled to
commence at the close of business on the last day of the [__________] Monthly
Period; provided, however, that if the Controlled Accumulation Period Length
(determined as described below) is less than two months, then the date on which
the Controlled Accumulation Period actually commences may, at the option of the
Transferor, be delayed to the close of business on the last day of the
[_________] Monthly Period and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will equal one. On the Note Transfer Date
immediately preceding the [_________] Payment Date, the Servicer shall determine
the "Controlled Accumulation Period Length," which shall equal the number of
months not less than the number of whole calendar months reasonably expected by
the Servicer to be necessary to accumulate from Series 2005-[__] Available
Principal Collections and Shared Excess Available Principal Collections expected
to be available to Series 2005-[__] from other Shared Excess Available Principal
Collections Series during the Controlled Accumulation Period an amount equal to
the Initial Dollar Principal Amount; provided, however, that the Controlled
Accumulation Period Length shall not be determined to be less than one month.
27
Section 4.08 Investor Charge-Offs. On each Note Transfer Date,
the Servicer shall calculate the Series 2005-[__] Default Amount, if any, for
the related Payment Date. If, on any Payment Date, the Series 2005-[__] Default
Amount for the related Monthly Period exceeds the amount available therefor
pursuant to subsection 4.05(e) with respect to such Monthly Period, the Nominal
Liquidation Amount will be reduced by the amount of such excess, but not by more
than the Series 2005-[__] Default Amount for such Payment Date (such reduction,
an "Investor Charge-Off").
Section 4.09 Reallocated Principal Collections. On each
Payment Date, the Servicer shall apply, to the extent permitted herein, or shall
cause the Indenture Trustee to apply, by written instruction to the Indenture
Trustee, Reallocated Principal Collections with respect to such Payment Date, in
an amount equal to the lesser of (a) the product of (i) the Series 2005-[__]
Principal Allocation Percentage and (ii) Principal Collections with respect to
the related Monthly Period and (b) the Monthly Subordination Amount for the
preceding Monthly Period in accordance with the priority set forth in
subsections 4.05(a), (b) and (d). On each Payment Date, the Nominal Liquidation
Amount shall be reduced by the amount of Reallocated Principal Collections for
such Payment Date.
Section 4.10 Shared Excess Available Finance Charge
Collections.
(a) Series 2005-[__] shall be included in Shared Excess
Available Finance Charge Collections Group A for the purpose of sharing Shared
Excess Available Finance Charge Collections.
(b) Unless otherwise provided pursuant to the terms of Section
4.12 of the Indenture, Shared Excess Available Finance Charge Collections with
respect to any Monthly Period shall be shared within Shared Excess Available
Finance Charge Collections Group A to cover the applicable Series Available
Finance Charge Collections Shortfalls for such Monthly Period, if any, and
applied on the Note Transfer Date in the immediately succeeding Monthly Period
for each Shared Excess Available Finance Charge Collections Group Series with a
Series Available Finance Charge Collections Shortfall for such Monthly Period.
Shared Excess Available Finance Charge Collections allocable to Series 2005-[__]
with respect to each Monthly Period shall mean an amount equal to the Series
Available Finance Charge Collections Shortfall, if any, with respect to Series
2005-[__] for such Monthly Period; provided, however, that if the aggregate
amount of Shared Excess Available Finance Charge Collections for all Series in
Shared Excess Available Finance Charge Collections Group A for each Monthly
Period is less than the Aggregate Series Available Finance Charge Collections
Shortfall for such Monthly Period, then Shared Excess Available Finance Charge
Collections allocable to Series 2005-[__] with respect to such Monthly Period
shall equal the product of (i) Shared Excess Available Finance Charge
Collections for all Series in Shared Excess Available Finance Charge Collections
Group A for such Monthly Period and (ii) a fraction, the numerator of which is
the Series Available Finance Charge Collections Shortfall with respect to Series
2005-[__] for such Monthly Period and the denominator of which is the Aggregate
Series Available Finance Charge Collections Shortfall for such Monthly Period.
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(c) To the extent that Shared Excess Available Finance Charge
Collections exceed the Aggregate Series Available Finance Charge Collections
Shortfall, such excess shall be paid to the holders of the Transferor Interest.
Section 4.11 Shared Excess Available Principal Collections.
(a) Series 2005-[__] shall be included in Shared Excess
Available Principal Collections Group A for the purpose of sharing Shared Excess
Available Principal Collections.
(b) Unless otherwise provided pursuant to the terms of Section
4.12 of the Indenture, Shared Excess Available Principal Collections with
respect to any Monthly Period shall be shared within Shared Excess Available
Principal Collections Group A to cover the applicable Series Available Principal
Collections Shortfalls for such Monthly Period, if any, and applied on the Note
Transfer Date in the immediately succeeding Monthly Period for each Shared
Excess Available Principal Collections Series with a Series Available Principal
Collections Shortfall for such Monthly Period. Shared Excess Available Principal
Collections allocable to Series 2005-[__] with respect to each Monthly Period
shall mean an amount equal to the Series Available Principal Collections
Shortfall, if any, with respect to Series 2005-[__] for such Monthly Period;
provided, however, that if the aggregate amount of Shared Excess Available
Principal Collections for all Series in Shared Excess Available Principal
Collections Group A for each Monthly Period is less than the Aggregate Series
Available Principal Collections Shortfall for such Monthly Period, then Shared
Excess Available Principal Collections allocable to Series 2005-[__] with
respect to such Monthly Period shall equal the product of (i) Shared Excess
Available Principal Collections for all Series in Shared Excess Available
Principal Collections Group A for such Monthly Period and (ii) a fraction, the
numerator of which is the Series Available Principal Collections Shortfall with
respect to Series 2005-[__] for such Monthly Period and the denominator of which
is the Aggregate Series Available Principal Collections Shortfall for such
Monthly Period.
(c) Unless otherwise specified in the Indenture Supplement for
any other Series in Shared Excess Available Principal Collections Group A, any
Shared Excess Available Principal Collections for each Series in Shared Excess
Available Principal Collections Group A for any Monthly Period which shall
remain after application pursuant to clause (b) above shall be treated as part
of the Reinvestment Amount for the Note Transfer Date in the next succeeding
Monthly Period. Shared Excess Available Principal Collections will not be
available for application by other Series of Notes that are not included in
Shared Excess Available Principal Collections Group A.
Section 4.12 Accumulation Reserve Account.
(a) The Servicer shall establish and maintain, in the name of
the Indenture Trustee an Eligible Deposit Account (the "Accumulation Reserve
Account") bearing a designation clearly indicating that the funds and other
property credited thereto are held for the benefit of the Series 2005-[__]
Noteholders. The Accumulation Reserve Account shall be held by the Indenture
Trustee in accordance with subsection 5.03(c) of the Indenture. The Indenture
Trustee shall possess all right, title and interest in all funds and property
from time to time credited to the Accumulation Reserve Account and in all
proceeds thereof. The Accumulation Reserve Account shall be under the exclusive
control of the Indenture Trustee for the benefit of the Series 2005-[__]
Noteholders. If at any time the Accumulation Reserve Account ceases to be an
Eligible Deposit Account, the Transferor shall notify the Indenture Trustee, and
the Indenture Trustee upon being notified in writing of such ineligibility (or
the Servicer on its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Note Rating Agency
shall consent) establish a new Accumulation Reserve Account meeting the
conditions specified above as an Eligible Deposit Account, and shall transfer
any funds or other property to such new Accumulation Reserve Account. The
Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals
from the Accumulation Reserve Account from time to time in an amount up to the
Available Accumulation Reserve Account Amount at such time, for the purposes set
forth in this Indenture Supplement, and (ii) on each Payment Date (from and
after the Accumulation Reserve Account Funding Date) prior to the termination of
the Accumulation Reserve Account make a deposit into the Accumulation Reserve
Account in the amount specified in, and otherwise in accordance with, subsection
4.05(g).
29
(b) Funds on deposit in the Accumulation Reserve Account shall
be invested at the written direction of the Servicer by the Indenture Trustee in
Eligible Investments. Funds on deposit in the Accumulation Reserve Account on
any Note Transfer Date, after giving effect to any withdrawals from the
Accumulation Reserve Account on such Note Transfer Date, shall be invested in
such investments that shall mature so that such funds shall be available for
withdrawal on or prior to the following Note Transfer Date. No such Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Indenture Trustee shall sell, liquidate or dispose of any such Eligible
Investment if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment; provided further, however, that the Servicer shall
deliver prompt written notice to the Indenture Trustee of any such default; and
provided further that, subject to Section 8.01 of the Indenture, the Indenture
Trustee shall not in any way be held liable by reason of any insufficiency in
such Accumulation Reserve Account resulting from any loss on any Eligible
Investment included therein except for losses attributable to the Indenture
Trustee's failure to make payments on such Eligible Investments issued by the
Indenture Trustee, in its commercial capacity, in accordance with their terms.
On each Payment Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Payment Date on funds on deposit in the
Accumulation Reserve Account shall be retained in the Accumulation Reserve
Account (to the extent that the Available Accumulation Reserve Account Amount is
less than the Required Accumulation Reserve Account Amount) and the balance, if
any, shall be deposited in the Collection Account and treated as Series
2005-[__] Available Finance Charge Collections. For purposes of determining the
availability of funds or the balance in the Accumulation Reserve Account for any
reason under this Indenture Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall be deemed not to be
available or on deposit.
(c) On the Note Transfer Date preceding each Payment Date with
respect to the Controlled Accumulation Period and on or before the first Payment
Date with respect to the Early Amortization Period, the Servicer shall calculate
the "Accumulation Reserve Draw Amount" which shall be equal to the excess, if
any, of the Covered Amount with respect to such Payment Date over the Principal
Funding Account Investment Proceeds with respect to such Payment Date; provided
that such amount shall be reduced to the extent that funds otherwise would be
available for deposit in the Accumulation Reserve Account under subsection
4.05(g) with respect to such Payment Date.
30
(d) In the event that for any Payment Date the Accumulation
Reserve Draw Amount is greater than zero, the Accumulation Reserve Draw Amount,
up to the Available Accumulation Reserve Account Amount, shall be withdrawn from
the Accumulation Reserve Account on the related Note Transfer Date by the
Indenture Trustee (acting in accordance with the instructions of the Servicer)
and deposited into the Collection Account for application as Series 2005-[__]
Available Finance Charge Collections for such Payment Date.
(e) In the event that the Accumulation Reserve Account Surplus
on any Payment Date, after giving effect to all deposits to and withdrawals from
the Accumulation Reserve Account with respect to such Payment Date, is greater
than zero, the Indenture Trustee (acting in accordance with the instructions of
the Servicer) shall withdraw from the Accumulation Reserve Account, and pay to
the Owner Trustee for distribution in accordance with the Trust Agreement an
amount equal to such Accumulation Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the day on which the
Nominal Liquidation Amount is reduced to zero, (ii) the occurrence of an Event
of Default with respect to the Series 2005-[__] Notes and acceleration of such
Series 2005-[__] Notes pursuant to Section 7.02 of the Indenture, (iii) the
first Payment Date with respect to the Early Amortization Period, (iv) the
Expected Final Payment Date and (v) the termination of the Trust pursuant to the
Trust Agreement, the Indenture Trustee (acting in accordance with the
instructions of the Servicer) after the prior payment of all amounts owing to
the Series 2005-[__] Noteholders which are payable from the Accumulation Reserve
Account as provided herein, shall withdraw from the Accumulation Reserve Account
and pay to the holders of the Transferor Interest all amounts, if any, on
deposit in the Accumulation Reserve Account and the Accumulation Reserve Account
shall be deemed to have terminated for purposes of this Indenture Supplement.
(g) Notwithstanding the foregoing, following an Event of
Default with respect to the Series 2005-[__] Notes and acceleration of such
Series 2005-[__] Notes, any Accumulation Reserve Account Surplus or other
amounts on deposit in the Accumulation Reserve Account shall be applied toward
payment of any amounts owing with respect to the Series 2005-[__] Notes before
such amounts are paid to the holders of the Transferor Interest.
Section 4.13 Class C Reserve Account.
(a) The Servicer shall establish and maintain, in the name of
the Indenture Trustee an Eligible Deposit Account (the "Class C Reserve
Account") bearing a designation clearly indicating that the funds and other
property credited thereto are held for the benefit of the Class C Noteholders.
The Class C Reserve Account shall be held by the Indenture Trustee in accordance
with subsection 5.03(c) of the Indenture. The Indenture Trustee shall possess
all right, title and interest in all funds and property from time to time
credited to the Class C Reserve Account and in all proceeds thereof. The Class C
Reserve Account shall be under the exclusive control of the Indenture Trustee
for the benefit of the Class C Noteholders. If at any time the Class C Reserve
Account ceases to be an Eligible Deposit Account, the Transferor shall notify
the Indenture Trustee, and the Indenture Trustee upon being notified in writing
of such ineligibility (or the Servicer on its behalf) shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to which each
Note Rating Agency shall consent) establish a new Class C Reserve Account
meeting the conditions specified above as an Eligible Deposit Account, and shall
transfer any funds or other property to such new Class C Reserve Account. The
Indenture Trustee, at the direction of the Servicer, shall (i) make withdrawals
from the Class C Reserve Account from time to time in an amount up to the
Available Class C Reserve Account Amount at such time, for the purposes set
forth in this Indenture Supplement, and (ii) make deposits to the Class C
Reserve Account from time to time in the amount specified in, and otherwise in
accordance with, subsection 4.05(h).
31
(b) Funds on deposit in the Class C Reserve Account shall be
invested at the written direction of the Servicer by the Indenture Trustee in
Eligible Investments. Funds on deposit in the Class C Reserve Account on any
Note Transfer Date, after giving effect to any withdrawals from the Class C
Reserve Account on such Note Transfer Date, shall be invested in such
investments that shall mature so that such funds shall be available for
withdrawal on or prior to the following Note Transfer Date. No such Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Indenture Trustee shall sell, liquidate or dispose of any such Eligible
Investment if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment; provided further, however, that the Servicer shall
deliver prompt written notice to the Indenture Trustee of any such default; and
provided further that, subject to Section 8.01 of the Indenture, the Indenture
Trustee shall not in any way be held liable by reason of any insufficiency in
such Class C Reserve Account resulting from any loss on any Eligible Investment
included therein except for losses attributable to the Indenture Trustee's
failure to make payments on such Eligible Investments issued by the Indenture
Trustee, in its commercial capacity, in accordance with their terms. On each
Payment Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Payment Date on funds on deposit in the Class C
Reserve Account shall be retained in the Class C Reserve Account (to the extent
that the Available Class C Reserve Account Amount is less than the Required
Class C Reserve Account Amount) and, to the extent the Series 2005-[__] Notes
have not been accelerated pursuant to Section 7.02 of the Indenture, the
balance, if any, shall be paid to the holders of the Transferor Interest. For
purposes of determining the availability of funds or the balance in the Class C
Reserve Account for any reason under this Indenture Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) The amount targeted to be on deposit in the Class C
Reserve Account for any Payment Date will be an amount equal to the product of
(i) the Class C Reserve Account Percentage for the related Monthly Period and
(ii) the Initial Dollar Principal Amount; provided, however, that if an Early
Amortization Event or Event of Default occurs with respect to the Series
2005-[__] Notes, the amount targeted to be on deposit will be the Outstanding
Dollar Principal Amount of the Class C Notes.
32
(d) After the Class C Reserve Account Percentage has been
increased to a percentage above 0% pursuant to any of clauses (ii) through (vi)
of the definition thereof or pursuant to the proviso in the definition thereof,
the Class C Reserve Account Percentage shall remain at that percentage until (A)
further increased to a higher required percentage specified in clauses (iii)
through (vi) of the definition thereof or in the proviso in the definition
thereof or (B) the Payment Date on which the Quarterly Excess Spread Percentage
has increased to a level above that for the then current Class C Reserve Account
Percentage or the Quarterly Principal Payment Rate is greater than 60%, in which
case the Class C Reserve Account Percentage shall be decreased to the
appropriate percentage in clauses (i) through (v) of the definition thereof or
in the proviso in the definition thereof. Notwithstanding the foregoing, if an
Early Amortization Event has occurred and is continuing, or an Event of Default
with respect to the Series 2005-[__] Notes has occurred and is continuing, the
Class C Reserve Account Percentage shall no longer be subject to reduction.
(e) With respect to any Payment Date, if the amount
distributable pursuant to subsection 4.05(c) exceeds the amount available
therefor pursuant to subsection 4.05(c), an amount equal to that deficiency will
be withdrawn from the Class C Reserve Account and applied in accordance with
subsection 4.05(c).
(f) If, on and after the earliest to occur of (i) the date on
which Collateral is sold following an Event of Default with respect to the
Series 2005-[__] Notes and acceleration of such Series 2005-[__] Notes pursuant
to Section 7.02 of the Indenture, (ii) any date on or after the Expected Final
Payment Date on which the amount on deposit in the Principal Funding Account (to
the extent such amount exceeds the sum of the Outstanding Dollar Principal
Amount of the Class A Notes and the Class B Notes) plus the aggregate amount on
deposit in the Class C Reserve Account with respect to the Class C Notes equal
or exceeds the Outstanding Dollar Principal Amount of the Class C Notes and
(iii) the Legal Maturity Date, the amount on deposit in the Principal Funding
Account is insufficient to pay in full the amounts for which withdrawals are
required pursuant to Section 4.06, an amount equal to that deficiency will be
withdrawn from the Class C Reserve Account and deposited into the Principal
Funding Account to pay principal of the Class C Notes.
(g) If on any Payment Date with respect to which the Series
2005-[__] Notes have not been accelerated pursuant to Section 7.02 of the
Indenture, the aggregate amount on deposit in the Class C Reserve Account
exceeds the amount required to be on deposit in the Class C Reserve Account, the
amount of such excess will be withdrawn from the Class C Reserve Account and
paid to the holders of the Transferor Interest; provided that, notwithstanding
anything else to the contrary in this Section 4.13, if an Event of Default shall
have occurred with respect to Series 2005-[__] and the maturity of the Series
2005-[__] Notes shall have been accelerated under Section 7.02 of the Indenture,
upon the earlier to occur of (1) the payment in full of all principal and
interest owing to the Class A Noteholders and the Class B Noteholders and (2)
the Legal Maturity Date, any amounts remaining on deposit in the Class C Reserve
Account shall be applied to pay all amounts due and payable on the Class C Notes
first, and then, to the extent any funds are remaining, shall be applied to pay
all amounts due and payable on the Class A Notes and the Class B Notes, if any,
in that order, each as provided in Section 7.02 of the Indenture.
33
(h) No Transferor shall sell, transfer or assign any interest
in the Class C Reserve Account without (x) the delivery to the Indenture Trustee
of an Issuer Tax Opinion and any applicable Master Trust Tax Opinion and (y)
providing prior written notice to the Note Rating Agencies of such assignment.
Section 4.14 Investment Instructions. Any investment
instructions required to be given to the Indenture Trustee pursuant to the terms
hereof must be given to the Indenture Trustee no later than 10:30 a.m. (New York
City time) on the date such investment is to be made. In the event the Indenture
Trustee receives such investment instruction later than such time, the Indenture
Trustee may, but shall have no obligation to, make such investment. In the event
the Indenture Trustee is unable to make an investment required in an investment
instruction received by the Indenture Trustee after 10:30 a.m. (New York City
time) on such day, such investment shall be made by the Indenture Trustee on the
next succeeding Business Day. In no event shall the Indenture Trustee be liable
for any investment not made pursuant to investment instructions received after
10:30 a.m. (New York City time) on the day such investment is requested to be
made.
Section 4.15 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Indenture Trustee
shall determine LIBOR for the related Interest Period, which shall be the rate
for deposits in United States dollars for a period equal to one month
(commencing on the first day of such Interest Period) that appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date. Upon such determination,
the Indenture Trustee shall notify the Servicer of LIBOR for such LIBOR
Determination Date. If such rate does not appear on Telerate Page 3750, the rate
for the LIBOR Determination Date shall be determined on the basis of the rates
at which deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a period equal to one month (commencing on the first day of
such Interest Period). The Servicer shall request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If at least two
such quotations are provided, the rate for that LIBOR Determination Date shall
be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that LIBOR Determination Date shall be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a period equal to
one month (commencing on the first day of such Interest Period). If the banks
selected by the Servicer are not quoting rates as provided in the immediately
preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for
the immediately preceding Interest Period.
(b) The Servicer shall determine, and promptly notify the
Transferor and the Indenture Trustee of, the Class A Note Interest Rate, the
Class B Note Interest Rate and the Class C Note Interest for the applicable
Interest Period. The Class A Note Interest Rate, the Class B Note Interest Rate
and the Class C Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by any Series 2005-[__]
Noteholder by telephoning the Indenture Trustee at its Corporate Trust Office at
(000) 000-0000.
34
(c) On each LIBOR Determination Date prior to 3:00 p.m., New
York City time, the Indenture Trustee shall send to the Transferor and the
Servicer by facsimile or electronic transmission of LIBOR for the following
Interest Period.
Section 4.16 Sale of Collateral for Series 2005-[__] Notes
That Are Accelerated or Reach Legal Maturity.
(a) If the Series 2005-[__] Notes have been accelerated
pursuant to Section 7.02 of the Indenture following an Event of Default, the
Indenture Trustee may, and at the direction of the Holders of more than 66 ?% of
the Outstanding Dollar Principal Amount of the Series 2005-[__] Notes will, sell
Collateral (or interests therein) in an amount (as determined by the Issuer and
provided to the Indenture Trustee) not to exceed the sum of (i) the Nominal
Liquidation Amount as of the close of business on the day preceding such sale
and (ii) the product of (A) the Nominal Liquidation Amount as of the close of
business on the day preceding such sale and (B) the Discount Option Percentage.
(b) Such a sale will be permitted only if at least one of the
following conditions is met:
(i) the Holders of more than 90% of the aggregate
Outstanding Dollar Principal Amount of the Series 2005-[__]
Notes consent; or
(ii) the net proceeds of such sale (plus amounts on
deposit in the Issuer Accounts) would be sufficient to pay all
amounts due on the Series 2005-[__] Notes; or
(iii) the Indenture Trustee determines that the funds
to be allocated to the Series 2005-[__] Notes, including (1)
Series 2005-[__] Available Finance Charge Collections and
Series 2005-[__] Available Principal Collections and (2)
amounts on deposit in the Issuer Accounts, may not be
sufficient on an ongoing basis to make all payments on the
Series 2005-[__] Notes as such payments would have become due
if such obligations had not been declared due and payable, and
Series 2005-[__] Noteholders evidencing more than 66 ?% of the
aggregate Outstanding Dollar Principal Amount of the Series
2005-[__] Notes consent to the sale; provided that the Issuer
will provide the Indenture Trustee with the information
reasonably requested by the Indenture Trustee to make such
determination.
(c) If the Nominal Liquidation Amount is greater than zero on
the Legal Maturity Date (after giving effect to any allocations, deposits and
payments otherwise to be made on that Legal Maturity Date), the Indenture
Trustee shall, no later than seven Business Days following the Legal Maturity
Date, sell or cause to be sold Collateral (or interests therein) in an amount
not to exceed the sum of (i) the Nominal Liquidation Amount as of the close of
business on the day preceding such sale and (ii) the product of (A) the Nominal
Liquidation Amount as of the close of business on the day preceding such sale
and (B) the Discount Option Percentage.
35
(d) Upon the occurrence of such sale, the Nominal Liquidation
Amount shall be automatically reduced to zero and Principal Collections and
Finance Charge Collections shall no longer be allocated to the Series 2005-[__]
Notes. Series 2005-[__] Noteholders shall receive the proceeds of such sale in
an amount not to exceed the Outstanding Dollar Principal Amount of, plus any
Series 2005-[__] Monthly Interest due on, such Series 2005-[__] Notes.
(e) Sale proceeds received with respect to the Series
2005-[__] Notes pursuant to clause (a) or (c) above will be allocated in the
following priority:
first, to the Class A Noteholders, until the Class A Stated
Principal Amount and all current and past due Class A Monthly Interest
and Class A Additional Interest has been paid in full;
second, to the Class B Noteholders, until the Class B Stated
Principal Amount and all current and past due Class B Monthly Interest
and Class B Additional Interest has been paid in full; and
third, to the Class C Noteholders, until the Class C Stated
Principal Amount and all current and past due Class C Monthly Interest
and Class C Additional Interest has been paid in full.
[END OF ARTICLE IV]
36
ARTICLE V
EARLY AMORTIZATION OF NOTES
Section 5.01 Early Amortization Events. In addition to the
events identified as Early Amortization Events in Section 12.01 of the
Indenture, the occurrence of any of the following events (each, an "Early
Amortization Event") shall result in an early amortization event for the Series
2005-[__] Notes:
(i) if the Quarterly Excess Spread Percentage is less than the
Required Excess Spread Percentage; or
(ii) if (x) the Transferor fails to add additional Trust
Assets to the Trust or (y) the Invested Amount of an existing
Collateral Certificate is not increased when either action is required
pursuant to the Transfer and Servicing Agreement; or
(iii) if any Servicer Default occurs which would have a
material adverse effect on the Series 2005-[__] Noteholders.
[END OF ARTICLE V]
37
ARTICLE VI
LEGAL MATURITY; FINAL DISTRIBUTIONS
Section 6.01 Legal Maturity. The Series 2005-[__] Notes shall
be considered to be paid in full, the Holders of such Series 2005-[__] Notes
shall have no further right or claim, and the Issuer shall have no further
obligation or liability with respect to such Series 2005-[__] Notes on the
earliest to occur of (i) the date on which the Series 2005-[__] Stated Principal
Amount, and all Monthly Interest on such Series 2005-[__] Notes, is paid in
full, (ii) the date on which Collateral is sold and the proceeds in respect
thereof applied in accordance with Section 4.16 and (iii) the seventh Business
Day following the Legal Maturity Date, in each case after giving effect to all
deposits, allocations, reimbursements, reallocations, sales of Collateral and
payments to be made on such date.
[END OF ARTICLE VI]
38
ARTICLE VII
DELIVERY OF SERIES 2005-[__] NOTES;
DISTRIBUTIONS AND REPORTS TO
SERIES 2005-[__] NOTEHOLDERS
Section 7.01 Form of Delivery for the Series 2005-[__] Notes;
Depository; Denominations.
(a) The Series 2005-[__] Notes shall be delivered in the form
of global Registered Notes as provided in Section 3.02 of the Indenture.
(b) The Depository for the Series 2005-[__] Notes shall be The
Depository Trust Company, and the Series 2005-[__] Notes shall initially be
registered in the name of Cede & Co., its nominee.
(c) The Series 2005-[__] Notes shall be issued in minimum
denominations of $5,000 and integral multiples of $1,000.
Section 7.02 Delivery and Payment for the Series 2005-[__]
Notes. The Issuer shall execute and deliver the Series 2005-[__] Notes to the
Indenture Trustee for authentication, and the Indenture Trustee shall deliver
the Series 2005-[__] Notes when authenticated, each in accordance with Section
4.03 of the Indenture.
Section 7.03 Distributions.
(a) On each Payment Date, the Paying Agent shall distribute to
each Class A Noteholder of record on the related Record Date such Class A
Noteholder's pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest on the Class A
Notes pursuant to this Indenture Supplement.
(b) On each Payment Date with respect to the Early
Amortization Period and on the Expected Final Payment Date, the Paying Agent
shall distribute to each Class A Noteholder of record on the related Record Date
such Class A Noteholder's pro rata share of the amounts on deposit in the
Principal Funding Account or otherwise held by the Paying Agent that are
allocated and available on such Payment Date to pay principal of the Class A
Notes pursuant to this Indenture Supplement.
(c) On each Payment Date, the Paying Agent shall distribute to
each Class B Noteholder of record on the related Record Date such Class B
Noteholder's pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest on the Class B
Notes pursuant to this Indenture Supplement.
39
(d) On each Payment Date with respect to the Early
Amortization Period and on the Expected Final Payment Date, the Paying Agent
shall distribute to each Class B Noteholder of record on the related Record Date
such Class B Noteholder's pro rata share of the amounts on deposit in the
Principal Funding Account or otherwise held by the Paying Agent that are
allocated and available on such Payment Date to pay principal of the Class B
Notes pursuant to this Indenture Supplement.
(e) On each Payment Date, the Paying Agent shall distribute to
each Class C Noteholder of record on the related Record Date such Class C
Noteholder's pro rata share of the amounts held by the Paying Agent that are
allocated and available on such Payment Date to pay interest on the Class C
Notes pursuant to this Indenture Supplement.
(f) On each Payment Date with respect to the Early
Amortization Period and on the Expected Final Payment Date, the Paying Agent
shall distribute to each Class C Noteholder of record on the related Record Date
such Class C Noteholder's pro rata share of the amounts on deposit in the
Principal Funding Account or otherwise held by the Paying Agent that are
allocated and available on such Payment Date to pay principal of the Class C
Notes pursuant to this Indenture Supplement.
(g) The distributions to be made pursuant to this Section 7.03
are subject to the provisions of Sections 2.7, 8.1 and 9.1 of the Transfer and
Servicing Agreement and Section 13.08 of the Indenture.
(h) Except as provided in Section 13.08 of the Indenture with
respect to a final distribution, distributions to Series 2005-[__] Noteholders
hereunder shall be made by check mailed to each Series 2005-[__] Noteholder at
such Series 2005-[__] Noteholder's address appearing in the Note Register
without presentation or surrender of any Series 2005-[__] Note or the making of
any notation thereon; provided, however, that with respect to Series 2005-[__]
Notes registered in the name of a Clearing Agency, such distributions shall be
made to such Clearing Agency in immediately available funds.
Section 7.04 Reports and Statements to Series 2005-[__]
Noteholders.
(a) On each Payment Date, the Paying Agent, on behalf of the
Indenture Trustee, shall forward to each Series 2005-[__] Noteholder a statement
substantially in the form of Exhibit B (or otherwise containing substantially
comparable information) prepared by the Servicer and delivered to the Paying
Agent.
(b) Not later than each Note Transfer Date, the Servicer shall
deliver to the Indenture Trustee, the Paying Agent, the Transferor, each Note
Rating Agency and the Owner Trustee (i) a statement substantially in the form of
Exhibit B (or otherwise containing substantially comparable information)
prepared by the Servicer and (ii) a certificate of a Servicing Officer
substantially in the form of Exhibit C (or otherwise containing substantially
comparable information).
40
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 2005-[__] Noteholder or
any Note Owner thereof by a request in writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 2006, the Paying Agent, on behalf of the Indenture Trustee,
shall furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2005-[__] Noteholder, a statement prepared
by the Servicer containing the information which is required to be contained in
the statement to Series 2005-[__] Noteholders, as set forth in paragraph (a)
above aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 2005-[__] Noteholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Code. Such obligation of the Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Code as from time to time in
effect.
[END OF ARTICLE VII]
41
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 No Petition. The Indenture Trustee, by entering
into this Indenture Supplement, each Derivative Counterparty, by entering into
the applicable Derivative Agreement, each Supplemental Credit Enhancement
Provider or Supplemental Liquidity Provider, as applicable, by entering into the
applicable Supplemental Credit Enhancement Agreement or Supplemental Liquidity
Agreement, and each Series 2005-[__] Noteholder, by accepting a Series 2005-[__]
Note, agrees, to the fullest extent permitted by applicable law, that at no time
shall it commence, or join in commencing, a bankruptcy case or other insolvency
or similar proceeding under the laws of any jurisdiction against the Transferor,
the Issuer, or any Master Trust.
Section 8.02 Actions by the Issuer. Subject to the Transfer
and Servicing Agreement, all action to be taken by the Issuer under this
Indenture Supplement shall be taken by the Administrator or the Owner Trustee on
behalf of the Issuer and all notices to be given or received by the Issuer under
this Indenture Supplement shall be given or received by the Administrator or the
Owner Trustee, on behalf of the Issuer.
Section 8.03 Limitations on Liability.
(a) It is expressly understood and agreed by the parties
hereto that (i) this Indenture Supplement is executed and delivered by the Owner
Trustee, not individually or personally but solely as Owner Trustee under the
Trust Agreement, in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as a personal
representation, undertaking or agreement by the Owner Trustee but is made and
intended for the purpose of binding only the Issuer, (iii) nothing herein
contained shall be construed as creating any liability on the Owner Trustee,
individually or personally, to perform any covenant of the Issuer either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties to the Indenture and by any Person claiming by,
through or under them and (iv) under no circumstances shall the Owner Trustee be
personally liable for the payment of any indebtedness or expenses of the Issuer
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Indenture
Supplement or any related documents.
(b) None of the Indenture Trustee, the Owner Trustee, the
Servicer, the Administrator, the Beneficiary or any other beneficiary of the
Issuer or any of their respective officers, directors, employees, members,
incorporators or agents shall have any liability with respect to this Indenture
Supplement, and any recourse may be had solely to the Collateral.
Section 8.04 Termination of Issuer. The Issuer and the
respective obligations and responsibilities of the Indenture Trustee created
hereby shall terminate as provided in the Trust Agreement.
42
Section 8.05 Acknowledgement and Acceptance of Indenture
Supplement. TRS, as Servicer and Administrator, and RFC V, as Transferor, by
their signatures hereto, acknowledge and accept this Indenture Supplement.
Section 8.06 Amendments. Except as expressly set forth in
Article X of the Indenture, this Indenture Supplement may not be amended,
supplemented or modified.
[END OF ARTICLE VIII]
43
IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to
be duly executed, all as of the day and year first above written.
AMERICAN EXPRESS ISSUANCE TRUST, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
on behalf of the Trust
By: ________________________________________
Name:
Title:
THE BANK OF NEW YORK, as Indenture Trustee and
not in its individual capacity
By: ________________________________________
Name:
Title:
THE BANK OF NEW YORK, as Securities
Intermediary and not in its individual
capacity
By: ________________________________________
Name:
Title:
Acknowledged and Accepted:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION V LLC,
as Transferor
By: _______________________________
Name:
Title:
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as Servicer and Administrator
By: _______________________________
Name
Title:
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
On this [__] day of [___________], 20[__], before me
personally came [____________], a [____________] of [___________________], to me
known to be the person described in and who executed the foregoing instrument,
and duly acknowledged that [he][she] executed the same for the purposes therein
contained, and acknowledged the same to be [his][her] free act and deed.
_________________________________
Name
_________________________________
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On [__], [_______], before me personally came [_______], to me
known, who, being by me duly sworn, did depose and say that [he][she] resides at
[_______]; that [he][she] is of [___________], one of the parties described in
and which executed the above instrument; that [he][she] knows the corporate seal
of said corporation; that the seal affixed to that instrument is such corporate
seal; that it was affixed by authority of the board of directors of the
corporation; and that [he][she] signed his name thereto by like authority.
_________________________________
Name
_________________________________
[Notarial Seal]
EXHIBIT A-1
FORM OF
CLASS A SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) - ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR ANY
MASTER TRUST, OR JOIN IN INSTITUTING AGAINST THE ISSUER, THE TRANSFEROR OR ANY
MASTER TRUST, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR
STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
A-1-1
INITIAL DOLLAR PRINCIPAL AMOUNT
REGISTERED $__________(1/)
No. R-[__] CUSIP NO. __________
AMERICAN EXPRESS ISSUANCE TRUST
CLASS A SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
American Express Issuance Trust (herein referred to as the "Issuer" or
the "Trust"), a Delaware statutory trust governed by a Trust Agreement, dated as
of May 18, 2005, for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, a principal sum of
[_________] DOLLARS payable on the [_________] Payment Date (the "Expected Final
Payment Date"), except as otherwise provided below or in the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the [_________] Payment Date (the "Legal Maturity Date"). The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class A Note Interest Rate on each Payment Date until the principal amount of
this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment Date. Interest will
be computed on the basis of a 360-day year and the actual number of days
elapsed. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal balance of this
Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
----------
(1/) Denominations of $5,000 and integral multiples thereof.
A-1-2
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
AMERICAN EXPRESS ISSUANCE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner Trustee under
the Trust Agreement
By:
------------------------------------------------
Name:
Title:
Dated: [__________, ____]
A-1-3
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By:
-----------------------------
Authorized Signatory
A-1-4
AMERICAN EXPRESS ISSUANCE TRUST
CLASS A SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as its American Express Issuance Trust, Series 2005-[__] (the
"Series 2005-[__] Notes"), issued under the Indenture, dated as of May 19, 2005
(the "Indenture"), between the Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee," which term includes any successor Indenture
Trustee under the Indenture), as supplemented by the Indenture Supplement, dated
as of [______], 2005 (the "Indenture Supplement"), and representing the right to
receive certain payments from the Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Indenture as supplemented by the
Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended. In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.
The Class B Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Expected Final Payment Date is the [______] Payment Date, but
principal with respect to the Class A Notes may be paid earlier or later under
certain circumstances described in the Indenture. If for one or more months
during the Controlled Accumulation Period there are not sufficient funds to
deposit into the Principal Funding Account the Controlled Deposit Amount, then
to the extent that excess funds are not available on subsequent Payment Dates
with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Payment Date. Payments of principal of the Notes shall be
payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series, Class or Tranche of Notes or new Notes of any
Series, Class or Tranche.
A-1-5
On each Payment Date, the Paying Agent shall distribute to each Class A
Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class A Note) such Class A Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Payment Date to pay interest and principal on the Class A Notes pursuant
to the Indenture Supplement. Except as provided in the Indenture with respect to
a final distribution, distributions to Series 2005-[__] Noteholders shall be
made by (i) check mailed to each Series 2005-[__] Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2005-[__] Notes registered in the name of the nominee of a
clearing agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2005-[__] Note or the
making of any notation thereon. Final payment of this Class A Note will be made
only upon presentation and surrender of this Class A Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2005-[__] Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the Outstanding
Dollar Principal Amount of a Series, Class or Tranche of Notes is reduced to
less than 10% of its highest Outstanding Dollar Principal Amount at any time,
the Trust or the Transferor (but only if the Transferor is the Servicer or an
Affiliate of the Servicer) shall have the right, but not the obligation to,
redeem the Series, Class or Tranche of Notes at a redemption price equal to 100%
of the Outstanding Dollar Principal Amount of such Series, Class or Tranche,
plus accrued, unpaid and additional interest or principal accreted and unpaid on
such Tranche to but excluding the date of redemption.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
AMERICAN EXPRESS CENTURION BANK, AMERICAN EXPRESS BANK, FSB, OR ANY AFFILIATE OF
ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer, the Transferor or any
Master Trust, or join in instituting against the Issuer, the Transferor or any
Master Trust, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $5,000 and integral
multiples thereof. The transfer of this Class A Note shall be registered in the
Note Register upon surrender of this Class A Note for registration of transfer
at the office or agency of the Issuer in a Place of Payment, accompanied by a
written instrument of transfer, in a form satisfactory to the Issuer and the
Note Registrar, duly executed by the Class A Noteholder or such Class A
Noteholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class A Notes in any authorized
denominations of like aggregate Stated Principal Amount, Expected Final Payment
Date and Legal Maturity Date and of like terms will be issued to the designated
transferee or transferees.
A-1-6
As provided in the Indenture and subject to certain limitations therein
set forth, Class A Notes are exchangeable for new Class A Notes in any
authorized denominations and of like aggregate Stated Principal Amount, Expected
Final Payment Date and Legal Maturity Date and of like terms upon surrender of
such Notes to be exchanged at the office or agency of the Issuer in a Place of
Payment. No service charge may be imposed for any such exchange but the Issuer
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class A Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW, 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.
A-1-7
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________ ______________________(2/)
Signature Guaranteed:
______________________
----------
(2/) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
X-0-0
XXXXXXX X-0
FORM OF
CLASS B FLOATING RATE ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) - ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR ANY
MASTER TRUST, OR JOIN IN INSTITUTING AGAINST THE ISSUER, THE TRANSFEROR OR ANY
MASTER TRUST, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR
STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
A-2-1
INITIAL DOLLAR PRINCIPAL AMOUNT
REGISTERED $__________(3/)
No. R-__ CUSIP NO. __________
AMERICAN EXPRESS ISSUANCE TRUST
CLASS B SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
American Express Issuance Trust (herein referred to as the "Issuer" or
the "Trust"), a Delaware statutory trust governed by a Trust Agreement, dated as
of May 18, 2005, for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, the principal sum of
[_________] DOLLARS on the [_________] Payment Date (the "Expected Final Payment
Date"), except as otherwise provided below or in the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due on
payable on the [_________] Payment Date (the "Legal Maturity Date"). The Issuer
will pay interest on the unpaid principal amount of this Note at the Class B
Note Interest Rate on each Payment Date until the principal amount of this Note
is paid in full. Interest on this Note will accrue for each Payment Date from
and including the most recent Payment Date on which interest has been paid to
but excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date. Interest will be
computed on the basis of a 360-day year and the actual number of days elapsed.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal balance of this
Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
----------
(3/) Denominations of $5,000 and integral multiples of $1,000 in excess thereof.
A-2-2
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.
AMERICAN EXPRESS ISSUANCE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner Trustee under
the Trust Agreement
By:
-----------------------------------------------
Name:
Title:
Dated: ____________, ______
A-2-3
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By: ________________________
Authorized Signatory
A-2-4
AMERICAN EXPRESS ISSUANCE TRUST
CLASS B SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as American Express Issuance Trust, Series 2005-[__] (the
"Series 2005-[__] Notes"), issued under an Indenture, dated as of May 19, 2005
(the "Indenture"), between the Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee," which term includes any successor Indenture
Trustee under the Indenture), as supplemented by the Indenture Supplement dated
as of [______], 2005 (the "Indenture Supplement"), and representing the right to
receive certain payments from the Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Indenture as supplemented by the
Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended. In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.
The Class A Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Expected Final Payment Date is the [______] Payment Date, but
principal with respect to the Class B Notes may be paid earlier or later under
certain circumstances described in the Indenture. If for one or more months
during the Controlled Accumulation Period there are not sufficient funds to
deposit into the Principal Funding Account the Controlled Deposit Amount, then
to the extent that excess funds are not available on subsequent Payment Dates
with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Payment Date. Payments of principal of the Notes shall be
payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series, Class or Tranche of Notes or new Notes of any
Series, Class or Tranche.
A-2-5
On each Payment Date, the Paying Agent shall distribute to each Class B
Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class B Note) such Class B Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Payment Date to pay interest and principal on the Class B Notes pursuant
to the Indenture Supplement. Except as provided in the Indenture with respect to
a final distribution, distributions to Series 2005-[__] Noteholders shall be
made by (i) check mailed to each Series 2005-[__] Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2005-[__] Notes registered in the name of the nominee of a
clearing agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2005-[__] Note or the
making of any notation thereon. Final payment of this Class B Note will be made
only upon presentation and surrender of this Class B Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2005-[__] Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the Outstanding
Dollar Principal Amount of a Series, Class or Tranche of Notes is reduced to
less than 10% of its highest Outstanding Dollar Principal Amount at any time,
the Trust or the Transferor (but only if the Transferor is the Servicer or an
Affiliate of the Servicer) shall have the right, but not the obligation to,
redeem the Series, Class or Tranche of Notes at a redemption price equal to 100%
of the Outstanding Dollar Principal Amount of such Series, Class or Tranche,
plus accrued, unpaid and additional interest or principal accreted and unpaid on
such Tranche to but excluding the date of redemption.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
AMERICAN EXPRESS CENTURION BANK, AMERICAN EXPRESS BANK, FSB, OR ANY AFFILIATE OF
ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer, the Transferor or any
Master Trust, or join in instituting against the Issuer, the Transferor or any
Master Trust, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $5,000 and integral
multiples thereof. The transfer of this Class B Note shall be registered in the
Note Register upon surrender of this Class B Note for registration of transfer
at the office or agency of the Issuer in a Place of Payment, accompanied by a
written instrument of transfer, in a form satisfactory to the Issuer and the
Note Registrar, duly executed by the Class B Noteholder or such Class B
Noteholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class B Notes in any authorized
denominations of like aggregate Stated Principal Amount, Expected Final Payment
Date and Legal Maturity Date and of like terms will be issued to the designated
transferee or transferees.
A-2-6
As provided in the Indenture and subject to certain limitations therein
set forth, Class B Notes are exchangeable for new Class B Notes in any
authorized denominations and of like aggregate Stated Principal Amount, Expected
Final Payment Date and Legal Maturity Date and of like terms upon surrender of
such Notes to be exchanged at the office or agency of the Issuer in a Place of
Payment. No service charge may be imposed for any such exchange but the Issuer
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW, 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.
A-2-7
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________ ______________________(4/)
Signature Guaranteed:
_______________________
----------
(4/) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
X-0-0
XXXXXXX X-0
FORM OF
CLASS C FLOATING RATE ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) - ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR ANY
MASTER TRUST, OR JOIN IN INSTITUTING AGAINST THE ISSUER, THE TRANSFEROR OR ANY
MASTER TRUST, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR
STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
INITIAL DOLLAR PRINCIPAL AMOUNT
REGISTERED $__________(5/)
No. R-__ CUSIP NO. __________
AMERICAN EXPRESS ISSUANCE TRUST
CLASS C SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
American Express Issuance Trust (herein referred to as the "Issuer" or
the "Trust"), a Delaware statutory trust governed by a Trust Agreement, dated as
of May 18, 2005, for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, the principal sum of
[_________] DOLLARS on the [_________] Payment Date (the "Expected Final Payment
Date"), except as otherwise provided below or in the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due on
payable on the [_________] Payment Date (the "Legal Maturity Date"). The Issuer
will pay interest on the unpaid principal amount of this Note at the Class C
Note Interest Rate on each Payment Date until the principal amount of this Note
is paid in full. Interest on this Note will accrue for each Payment Date from
and including the most recent Payment Date on which interest has been paid to
but excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date. Interest will be
computed on the basis of a 360-day year and the actual number of days elapsed.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note and then to the unpaid principal balance of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.
----------
(5/) Denominations of $5,000 and integral multiples thereof.
-2-
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.
AMERICAN EXPRESS ISSUANCE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner Trustee under
the Trust Agreement
By:
-----------------------------------------------
Name:
Title:
Dated: ____________, ______
-3-
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By: ________________________
Authorized Signatory
-4-
AMERICAN EXPRESS ISSUANCE TRUST
CLASS C SERIES 2005-[__] FLOATING RATE ASSET BACKED NOTE
Summary of Terms and Conditions
This Class C Note is one of a duly authorized issue of Notes of the
Issuer, designated as American Express Issuance Trust, Series 2005-[__] (the
"Series 2005-[__] Notes"), issued under an Indenture, dated as of May 19, 2005
(the "Indenture"), between the Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee," which term includes any successor Indenture
Trustee under the Indenture), as supplemented by the Indenture Supplement dated
as of [______], 2005 (the "Indenture Supplement"), and representing the right to
receive certain payments from the Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Indenture as supplemented by the
Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture, as so supplemented or amended. In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Expected Final Payment Date is the [______] Payment Date, but
principal with respect to the Class C Notes may be paid earlier or later under
certain circumstances described in the Indenture. If for one or more months
during the Controlled Accumulation Period there are not sufficient funds to
deposit into the Principal Funding Account the Controlled Deposit Amount, then
to the extent that excess funds are not available on subsequent Payment Dates
with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Payment Date. Payments of principal of the Notes shall be
payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series, Class or Tranche of Notes or new Notes of any
Series, Class or Tranche.
-5-
On each Payment Date, the Paying Agent shall distribute to each Class C
Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class C Note) such Class C Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Payment Date to pay interest and principal on the Class C Notes pursuant
to the Indenture Supplement. Except as provided in the Indenture with respect to
a final distribution, distributions to Series 2005-[__] Noteholders shall be
made by (i) check mailed to each Series 2005-[__] Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2005-[__] Notes registered in the name of the nominee of a
clearing agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2005-[__] Note or the
making of any notation thereon. Final payment of this Class C Note will be made
only upon presentation and surrender of this Class C Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2005-[__] Noteholders in accordance with the Indenture.
On any day occurring on or after the date on which the Outstanding
Dollar Principal Amount of a Series, Class or Tranche of Notes is reduced to
less than 10% of its highest Outstanding Dollar Principal Amount at any time,
the Trust or the Transferor (but only if the Transferor is the Servicer or an
Affiliate of the Servicer) shall have the right, but not the obligation to,
redeem the Series, Class or Tranche of Notes at a redemption price equal to 100%
of the Outstanding Dollar Principal Amount of such Series, Class or Tranche,
plus accrued, unpaid and additional interest or principal accreted and unpaid on
such Tranche to but excluding the date of redemption.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
AMERICAN EXPRESS CENTURION BANK, AMERICAN EXPRESS BANK, FSB, OR ANY AFFILIATE OF
ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer, the Transferor or any
Master Trust, or join in instituting against the Issuer, the Transferor or any
Master Trust, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class C
Notes are issuable only in minimum denominations of $5,000 and integral
multiples thereof. The transfer of this Class C Note shall be registered in the
Note Register upon surrender of this Class C Note for registration of transfer
at the office or agency of the Issuer in a Place of Payment, accompanied by a
written instrument of transfer, in a form satisfactory to the Issuer and the
Note Registrar, duly executed by the Class C Noteholder or such Class C
Noteholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class C Notes in any authorized
denominations of like aggregate Stated Principal Amount, Expected Final Payment
Date and Legal Maturity Date and of like terms will be issued to the designated
transferee or transferees.
-6-
As provided in the Indenture and subject to certain limitations therein
set forth, Class C Notes are exchangeable for new Class C Notes in any
authorized denominations and of like aggregate Stated Principal Amount, Expected
Final Payment Date and Legal Maturity Date and of like terms upon surrender of
such Notes to be exchanged at the office or agency of the Issuer in a Place of
Payment. No service charge may be imposed for any such exchange but the Issuer
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class C Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW, 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.
-7-
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ____________ ______________________(6/)
Signature Guaranteed:
______________________
(6)/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
-8-
EXHIBIT B
FORM OF MONTHLY NOTEHOLDERS' STATEMENT
AMERICAN EXPRESS ISSUANCE TRUST
SERIES 2005-[__]
Pursuant to (i) the Indenture, dated as of May 19, 2005, (hereinafter
as such agreement may be from time to time, amended or otherwise modified, the
"Indenture"), between American Express Issuance Trust (the "Issuer" or the
"Trust"), and The Bank of New York, as indenture trustee (the "Indenture
Trustee"), as supplemented by the Indenture Supplement, dated as of [______],
2005 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee
and (ii) the Transfer and Servicing Agreement, dated as of May 19, 2005
(hereinafter as such agreement may be from time to time, amended or otherwise
modified, the "Transfer and Servicing Agreement"), among American Express
Receivables Financing Corporation V LLC, as transferor, American Express Travel
Related Services Company, Inc., as servicer and administrator ("TRS" or the
"Servicer"), the Issuer and the Indenture Trustee, TRS as Servicer is required
to prepare certain information each month regarding current payments to the
Series 2005-[__] Noteholders and the performance of the Trust during the
previous month. The information which is required to be prepared with respect to
the Payment Date of [______], and with respect to the performance of the Trust
during the month of [______] is set forth below. Certain of the information is
presented on the basis of an Outstanding Dollar Principal Amount of $1,000 per
Series 2005-[__] Note (a "Note"). Certain other information is presented based
on the aggregate amounts for the Trust as a whole. Capitalized terms used in
this Monthly Statement have their respective meanings set forth in the
Indenture, the Indenture Supplement and the Transfer and Servicing Agreement.
A) Information regarding payments in respect of the
Class A Notes per $1,000 Outstanding Dollar Principal
Amount
(1) The total amount of the
payment............................................. $________
(2) The amount of the payment set forth in paragraph
1 above in respect of Class A Monthly Interest...... $________
(3) The amount of the payment set forth in paragraph
1 above in respect of Class A Monthly Interest
previously due but not distributed on a prior
Payment Date........................................ $________
(4) The amount of the payment set forth in paragraph
1 above in respect of Class A Additional Interest... $________
(5) The amount of the payment set forth in paragraph
1 above in respect of Class A Additional Interest
previously due but not distributed on a prior
Payment Date........................................ $________
B-1
(6) The amount of the payment set forth in paragraph
1 above in respect of principal of the Class A
Notes............................................... $________
B) Information regarding payments in respect of the
Class B Notes, per $1,000 Outstanding Dollar
Principal Amount
(1) The total amount of the payment in respect of
Class B Notes....................................... $________
(2) The amount of the payment set forth in paragraph
1 above in respect of Class B Monthly Interest...... $________
(3) The amount of the payment set forth in paragraph
1 above in respect of Class B Monthly Interest
previously due but not distributed on a prior
Payment Date........................................ $________
(4) The amount of the payment set forth in paragraph
1 above in respect of Class B Additional Interest... $________
(5) The amount of the payment set forth in paragraph
1 above in respect of Class B Additional Interest
previously due but not distributed on a prior
Payment Date........................................ $________
(6) The amount of the payment set forth in paragraph
1 above in respect of principal of the Class B
Notes............................................... $________
C) Information regarding payments in respect of the
Class C Notes, per $1,000 Outstanding Dollar
Principal Amount
(1) The total amount of the payment in respect of
Class C Notes....................................... $________
(2) The amount of the payment set forth in paragraph
1 above in respect of Class C Monthly Interest...... $________
(3) The amount of the payment set forth in paragraph
1 above in respect of Class C Monthly Interest
previously due but not distributed on a prior
Payment Date........................................ $________
B-2
(4) The amount of the payment set forth in paragraph
1 above in respect of Class C Additional Interest... $________
(5) The amount of the payment set forth in paragraph
1 above in respect of Class C Additional Interest
previously due but not distributed on a prior
Payment Date........................................ $________
(6) The amount of the payment set forth in paragraph 1
above in respect of principal of the Class C
Notes............................................... $________
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By:
-------------------------------
Name:
Title:
B-3
TRUST TRUST
ACTIVITY TOTALS
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Number of days in Monthly Period
________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Beginning of Monthly Period Principal Receivables or, if
there were additions or removals during the Monthly
Period, the average balance for such Monthly Period $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Beginning of Monthly Period Invested Amount of Collateral
Certificates $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Beginning of Monthly Period Excess Funding Amount
$--------
------------------------------------------------------------ --------------------- ----------------------- --------------------
Beginning of Monthly Period Pool Balance $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Principal Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Finance Charge Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Monthly Payment Rate ________%
------------------------------------------------------------ --------------------- ----------------------- --------------------
Default Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Annualized Default Rate ________%
------------------------------------------------------------ --------------------- ----------------------- --------------------
Servicing Fee $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
New Principal Receivables $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
End of Monthly Period Principal Receivables $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
End of Monthly Period Invested Amount of Collateral
Certificates $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
End of Monthly Period Excess Funding Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
End of Monthly Period Balance $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
End of Monthly Period Required Transferor Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
End of Monthly Period Transferor Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
------------------------------------------------------------ ----------------------- --------------------- --------------------
SERIES 2005-[__] ALLOCATIONS SERIES 2005-
[__] TOTALS
------------------------------------------------------------ --------------------- ----------------------- --------------------
Reallocation Group A
------------------------------------------------------------ --------------------- ----------------------- --------------------
Shared Excess Available Finance Charge Collections Group A
------------------------------------------------------------ --------------------- ----------------------- --------------------
Shared Excess Available Principal Collections Group A
------------------------------------------------------------ --------------------- ----------------------- --------------------
Principal Funding Account Balance $_________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Series 2005-[__] Floating Allocation Percentage ________%
------------------------------------------------------------ --------------------- ----------------------- --------------------
Allocations of Finance Charge Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Series 2005-[__] Reallocation Group A Finance Charge
Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
B-4
------------------------------------------------------------ --------------------- ----------------------- --------------------
Allocations of Shared Excess Available Finance Charge
Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Series 2005-[__] Principal Allocation Percentage ________%
------------------------------------------------------------ --------------------- ----------------------- --------------------
Allocations of Principal Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Allocations of Shared Excess Available Principal Charge
Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Series 2005-[__] Default Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Series 2005-[__] Servicing Fee $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Allocations of amounts withdrawn from the
Overconcentration Account $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Series 2005-[__] Portfolio Yield ________%
------------------------------------------------------------ --------------------- ----------------------- --------------------
-------------------------------------------------------------------------------------------------------------------------------
REALLOCATION GROUP A ALLOCATIONS
-------------------------------------------------------------------------------------------------------------------------------
Outstanding Dollar Principal Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Finance Charge Collections $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Interest $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Default Amount $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Fees $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Additional Amounts $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
Total $________
------------------------------------------------------------ --------------------- ----------------------- --------------------
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TRUST PERFORMANCE
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Delinquencies
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
31-60 Days
Delinquent _________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
61-90 Days
Delinquent _________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
90+ Days Delinquent _________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Total 30+ Days
Delinquent _________
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
SERIES 2005-[__] NOMINAL LIQUIDATION AMOUNT
-------------------------------------------------------------------------------------------------------------------------------
Beginning of Monthly Period Series
2005-[__] Nominal Liquidation Amount
$____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Reimbursement of previous reductions
in the Series 2005-[__] Nominal
Liquidation Amount $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Investor Charge-Offs $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Reallocated Principal Collections $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
B-5
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Principal Funding Account Balance $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
End of Monthly Period Series
2005-[__] Nominal Liquidation Amount $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
-------------------------------------------------------------------------------------------------------------------------------
TRANSFEROR AMOUNT
-------------------------------------------------------------------------------------------------------------------------------
Beginning of Monthly Period $____________
Transferor Amount
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Beginning of Monthly Period Pool
Balance $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
End of Monthly Period Pool Balance $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Beginning of Monthly Period Nominal
Liquidation Amount $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Beginning of Monthly Period Nominal
Liquidation Amount $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
End of Monthly Period Transferor
Amount $____________
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
MONTHLY PERIOD FUNDING REQUIREMENTS CLASS A CLASS B CLASS C TOTAL
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Principal Funding Account Balance $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Investment Proceeds for Monthly
Period $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Accumulation Reserve Account $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Accumulation Reserve Account Surplus $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Class C Reserve Account $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Class C Reserve Account Surplus $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Note Interest Rate (__/__/__ to
__/__/__) ____________% ____________% ____________% ____________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Monthly Interest Due $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Outstanding Monthly Interest Due $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Additional Interest Due $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Outstanding Additional Interest Due $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Total Interest Due $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
B-6
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Investor Charge-Offs $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Reimbursement of Nominal Liquidation
Account Deficits $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Reallocated Principal Collections $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Interest and Principal Funding
Investment Proceeds $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Interest on Accumulation Reserve
Account $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Interest on Class C Reserve Account $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Portfolio Yield _________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Base Rate _________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Excess Spread Percentage _________%
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
NOTES - BALANCES AND PAYMENTS CLASS A CLASS B CLASS C TOTAL
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Beginning of the Month Outstanding
Dollar Principal Amount $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Payments of Interest $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Deposits to the Principal Funding
Account $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Payments of Principal $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Total Payments $____________ $____________ $____________ $___________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
End of the Month Outstanding Dollar
Principal Amount $____________ $____________ $____________ $___________
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
APPLICATION OF SERIES 2005-[__] AVAILABLE FINANCE CHARGE COLLECTIONS
-------------------------------------------------------------------------------------------------------------------------------
1. Class A Notes
------------------------------------------------------------ --------------------- ----------------------- --------------------
a. Class A Monthly Interest $____________
b. Class A Outstanding Monthly Interest $____________
c. Class A Additional Interest $____________
d. Class A Outstanding Additional Interest $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
2. Class B Notes
---------------------------------------------------------------------------------- ----------------------- --------------------
a. Class B Monthly Interest $____________
b. Class B Outstanding Monthly Interest $____________
c. Class B Additional Interest $____________
d. Class B Outstanding Additional Interest $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
B-7
------------------------------------------------------------ --------------------- ----------------------- --------------------
3. Class C Notes
------------------------------------------------------------ --------------------- ----------------------- --------------------
a. Class C Monthly Interest $____________
b. Class C Outstanding Monthly Interest $____________
c. Class C Additional Interest $____________
d. Class C Outstanding Additional Interest $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
4. Series 2005-[__] Servicing Fee $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
5. Amount equal to Series 2005-[__] Default Amount treated as Series 2005-[__]
Available Principal Collections $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
6. Amount equal to unreimbursed reductions in the Series 2005-[__] Nominal
Liquidation treated as Series 2005-[__] Available Principal Collections $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
7. Deposited to Accumulation Reserve Account $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
8. Deposited to Class C Reserve Account $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
9. If event of default and acceleration, amount treated as Series 2005-[__]
Available Principal Collections $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
10. Remaining amount treated as Shared Excess Available Finance Charge
Collections available for allocation to other Series in Shared Excess
Available Finance Charge Collections Group A $____________
---------------------------------------------------------------------------------- ----------------------- --------------------
11. Remaining amount paid to holders of Transferor Interest $____________
--------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL COLLECTIONS
-------------------------------------------------------------------------------------------------------------------------------
1. Series 2005-[__] Principal Allocation Percentage ________%
------------------------------------------------------------ --------------------- ----------------------- --------------------
2. Series 2005-[__] Allocable Principal Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
3. Reallocated Principal Collections required to pay shortfalls in interest on
the Class A Notes or the Class B Notes or shortfalls in the Series 2005-[__]
Servicing Fee and past due amounts thereon $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
4. Item 2 minus Item 3 $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
5. Shared Excess Available Principal Collections from
other Series allocated to Series 2005-[__] $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
6. Other amounts treated as Available Investor Principal
Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
7. Series 2005-[__] Available Principal Collections
(total of items 4, 5 and 6) $____________
-------------------------------------------------------------------------------------------------------------------------------
B-8
-------------------------------------------------------------------------------------------------------------------------------
APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS DURING REVOLVING PERIOD
-------------------------------------------------------------------------------------------------------------------------------
Treated as Shared Excess Available Principal Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
-------------------------------------------------------------------------------------------------------------------------------
APPLICATION OF PRINCIPAL COLLECTIONS DURING CONTROLLED ACCUMULATION PERIOD
-------------------------------------------------------------------------------------------------------------------------------
1. Principal Funding Account $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
2. Treated as Shared Excess Available Principal
Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
-------------------------------------------------------------------------------------------------------------------------------
APPLICATION OF PRINCIPAL COLLECTIONS DURING EARLY AMORTIZATION PERIOD
-------------------------------------------------------------------------------------------------------------------------------
1. Class A Noteholders $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
2. Class B Noteholders $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
3. Class C Noteholders $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
4. Treated as Shared Excess Available Principal
Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
------------------------------------------------------------ --------------------- ----------------------- --------------------
APPLICATION OF SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES 2005-[__]
-------------------------------------------------------------------------------------------------------------------------------
1. Shared Excess Available Finance Charge Collections
$____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
2. Applied to fund Class A Monthly Interest and Class A Additional Interest
and any past due Class A Monthly
Interest and Class A Additional Interest $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
3. Applied to fund Class B Monthly Interest and Class B Additional Interest
and any past due Class B Monthly
Interest and Class B Additional Interest $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
4. Applied to fund Class C Monthly Interest and Class C Additional Interest
and any past due Class C Monthly
Interest and Class C Additional Interest $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
5. Applied to unpaid Series 2005-[__] Servicing Fee
$____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
6. Amount equal to Series 2005-[__] Default Amount
treated as Series 2005-[__] Available Principal
Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
B-9
------------------------------------------------------------ --------------------- ----------------------- --------------------
7. Amount equal to unreimbursed reductions in the Series 2005-[__] Nominal
Liquidation treated as Series
2005-[__] Available Principal Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
8. Deposited to Accumulation Reserve Account
$____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
9. Deposited to Class C Reserve Account
$____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
10. If event of default and acceleration, amount treated
as Series 2005-[__] Available Principal Collections $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
11. Remaining amount treated as Shared Excess Available
Finance Charge Collections available to cover Series
Available Finance Charge Collections Shortfalls $____________
------------------------------------------------------------ --------------------- ----------------------- --------------------
12. Remaining amount paid to holders of Transferor
Interest $____________
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
YIELD AND BASE RATE
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
1. Base Rate Current Monthly
Period ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Prior Monthly Period ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Second Prior
Monthly Period ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
2. Three Month Average Base Rate ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
3. Portfolio Yield Current Monthly
Period ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Prior Monthly Period ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
Second Prior
Monthly Period ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
4. Three Month Average Portfolio
Yield ________%
-------------------------------------- --------------------- --------------------- ----------------------- --------------------
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By:
-----------------------------------
Name:
Title:
B-10
EXHIBIT C
FORM OF MONTHLY SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
AMERICAN EXPRESS ISSUANCE TRUST
SERIES 2005-[__]
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc., as servicer ("TRS"), pursuant to
the Transfer and Servicing Agreement, dated as of May 19, 2005 (as may be
amended and supplemented, the "Agreement"), among AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION V LLC, a Delaware limited liability company, as
transferor, TRS, as servicer and administrator, AMERICAN EXPRESS ISSUANCE TRUST,
a statutory trust created under the laws of the State of Delaware (the "Trust"),
and THE BANK OF NEW YORK, as Indenture Trustee (the "Indenture Trustee"), does
hereby certify that:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Agreement or the Indenture, dated as of May
19, 2005 (as amended or supplemented, the "Indenture"), between the
Trust and the Indenture Trustee, as supplemented by the Series
2005-[__] Indenture Supplement, dated as of [______], 2005, between the
Trust and the Indenture Trustee (as amended and supplemented, the
"Indenture Supplement" and together with the Indenture, the
"Indenture"), as applicable.
2. TRS is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is an Authorized Officer of the Servicer who is duly
authorized pursuant to the Agreement to execute and deliver this
Certificate to the Indenture Trustee.
4. This Certificate relates to the Payment Date occurring on [__________
____, 20__].
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects its obligations under
the Agreement and the Indenture through the Monthly Period preceding
such Payment Date and no default in the performance of such obligations
has occurred or is continuing except as set forth in paragraph 6 below.
6. The following is a description of each default in the performance of
the Servicer's obligations under the provisions of the Agreement known
to me to have been made by the Servicer through the Monthly Period
preceding such Payment Date, which sets forth in detail (i) the nature
of each such default, (ii) the action taken by the Servicer, if any, to
remedy each such default and (iii) the current status of each such
default: [If applicable, insert "None."]
1
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this [____] day of [____, ____].
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By:
-----------------------------------------
Name:
Title:
2
