AMERICAN EXPRESS CREDIT CORPORATION
AND
THE CHASE MANHATTAN BANK, N.A.
Trustee
------------------------
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of July 28, 1995
to
INDENTURE
Dated as of September 1, 1987
====================================
SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 28, 1995 (this
"Supplemental Indenture"), made and entered into by and between AMERICAN
EXPRESS CREDIT CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, having its principal office at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Company"), and THE CHASE MANHATTAN
BANK, N.A. (a national banking association), having its Corporate Trust Office
at One Chase Manhattan Plaza, Level 1B, Institutional Trust Window, Xxx Xxxx,
Xxx Xxxx 00000 as Trustee (the "Supplemental Trustee").
WHEREAS, the Company entered into an Indenture dated as of September 1,
1987 (the "Indenture") (as supplemented by a First Supplemental Indenture
dated as of November 1, 1987 with Bank of Montreal Trust Company, as trustee,
by a Second Supplemental Indenture dated as of January 15, 1988 with The First
National Bank of Boston, as trustee, by a Third Supplemental Indenture dated
as of April 1, 1988 with Chemical Bank (as successor to Manufacturers Hanover
Trust Company), as trustee, by a Fourth Supplemental Indenture dated as of May
1, 1988 with Trust Company Bank, as trustee, by a Fifth Supplemental Indenture
dated as of March 28, 1989 with The Bank of New York, as trustee, and by a
Sixth Supplemental Indenture dated as of May 1, 1989 with Bank of Montreal
Trust Company), with BankAmerica National Trust Company (as successor to
Security Pacific National Trust Company (New York)), as trustee (the "Initial
Trustee") securing notes, debentures or other evidences of indebtedness to be
issued in one or more series (the "Securities"), in such principal amount or
amounts as may from time to time be authorized by or pursuant to the authority
granted in one or more resolutions of the Board of Directors of the Company;
and
WHEREAS, the Company has issued Securities pursuant to the Indenture and
proposes to issue additional series of Securities from time to time; and
WHEREAS, Section 8.09 of the Indenture provides, among other things, that
there shall at all times be a Trustee for the Securities of each series which
shall be a corporation organized and doing business under the laws of the
United States of America or any State or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $20,000,000 subject to supervision or examination by
Federal or State authority, and having a corporate trust office in the Borough
of Manhattan, The City of New York, the State of New York, or in such other
city as shall be set forth in a resolution of the Board of Directors relating
to the Securities adopted pursuant to Section 3.01 of the Indenture, and the
Supplemental Trustee is such a corporation; and
WHEREAS, Section 8.09 of the Indenture provides, among other things, that
a different Trustee may be appointed by the Company for each series of
Securities prior to the issuance of such Securities, and that prior to the
issuance thereof the Company and such Trustee (if other than the Initial
Trustee) shall execute and deliver an indenture supplemental to the Indenture,
which shall provide for the appointment of such Trustee as Trustee for such
series of Securities; and
WHEREAS, the Company desires to provide for the appointment of the
Supplemental Trustee as Trustee of any such series of Securities to be issued
hereafter as the Company shall designate pursuant to Section 3.01(q) of the
Indenture prior to the issuance of such series; and
WHEREAS, Section 11.01(g) of the Indenture provides that without the
consent of the Holders of Securities, the Company, when authorized by a
resolution of the Board of Directors, may enter into one or more indentures
supplemental to the Indenture for the purpose of evidencing and providing for
the acceptance of appointment thereunder of a Trustee other than the Initial
Trustee as Trustee for a series of Securities and adding to or changing any of
the provisions of the Indenture as shall be necessary to provide for or
facilitate the administration of the trusts under the Indenture by more than
one Trustee, pursuant to the requirements of Section 8.09 of the Indenture;
and
WHEREAS, the entry into this Supplemental Indenture by the parties hereto
is in all respects authorized by the provisions of the Indenture;
WHEREAS, the Company has furnished the Trustee with an Opinion of Counsel
complying with the requirements of Sections 1.02, 1.03 and 11.03 of the
Indenture, stating that the execution of this Seventh Supplemental Indenture
is authorized or permitted by the Indenture, and has delivered to the Trustee
a Board Resolution authorizing the execution and delivery of this Seventh
Supplemental Indenture, together with such other documents as may have been
required by Section 1.02 of the Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid
agreement of the Company in accordance with its terms have been done;
NOW, THEREFORE: In consideration of the premises, of the purchase and
acceptance of the Securities by the holders thereof and of the sum of One Dollar
duly paid by the Supplemental Trustee at the execution and delivery of these
presents, and for other valuable considerations, the receipt whereof is hereby
acknowledged, and in order to provide for the appointment of, and to secure the
agreement of, the Supplemental Trustee to act as Trustee for such series of
Securities, the Company, for itself and its successors, does hereby covenant and
agree to and with the Supplemental Trustee and its successors in said trust, for
the benefit of those who shall hold the Securities of such series, or any of
them, as follows:
Section 1
The Company hereby appoints the Supplemental Trustee as Trustee for such
series of Securities for which it shall be designated to act as Trustee by
Company Order delivered to it prior to the issuance of the Securities of such
series, as its agent to receive all the presentations, surrenders, notices and
demands with respect to the Securities of such series referred to in Section
12.02 of the Indenture. The Supplemental Trustee hereby accepts the foregoing
appointment, and agrees to act as Trustee for the Securities of such series
and as agent for the foregoing purposes, and, as such, agrees to become a
party to, and be bound by the terms and provisions of, the Indenture as
supplemented hereby, it being understood that the Supplemental Trustee shall
be entitled to all the rights, immunities and exculpations and the standard of
care made available to the Trustees under the Indenture and that nothing
therein or in this Supplemental Indenture shall constitute the Supplemental
Trustee and any other Trustees for series of Securities issued pursuant to the
Indenture co-trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts under the Indenture separate and apart from any
trust or trusts under the Indenture administered by any other such Trustee.
Section 2
The Indenture, as supplemented and amended by this Supplemental Indenture
and all other indentures supplemental thereto, is in all respects ratified and
confirmed, and the Indenture, the Supplemental Indenture and all indentures
supplemental thereto shall be read, taken and construed as one and the same
instrument.
Section 3
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
Section 4
All covenants and agreements in this Supplemental Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.
Section 5
In case any provision in this Supplemental Indenture or in such series of
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions (or of the other series of
Securities) shall not in any way be affected or impaired thereby.
Section 6
Nothing in this Supplemental Indenture, expressed or implied, shall give
to any Person, other than the parties hereto and their successors hereunder,
and the Holders of such series of Securities any benefit or any legal or
equitable right, remedy or claim under this Supplemental Indenture.
Section 7
This Supplemental Indenture and each Security of such series shall be
deemed to be a contract made under the laws of the State of New York and this
Supplemental Indenture and each such Security for all purposes shall be
governed by and construed in accordance with the laws of the State of New
York.
Section 8
All terms used in this Supplemental Indenture not otherwise defined
herein that are defined in the Indenture shall have the meaning set forth
therein.
Section 9
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
Section 10
The recitals contained herein and in the Securities, except the
certificate of authentication of the Supplemental Trustee thereon, shall be
taken as statements of the Company, and the Supplemental Trustee assumes no
responsibility for their correctness. The Supplemental Trustee makes no
representations as to the validity or sufficiency of the Indenture, this
Supplemental Indenture or of the Securities and shall not be
accountable for the use or application by the Company of the Securities or the
proceeds thereof.
Section 11
For the purposes of the Indenture, the Corporate Trust Office of the
Supplemental Trustee at the date of execution of this Supplemental Indenture
is located at One Chase Manhattan Plaza, Level 1B, Institutional Trust Window,
Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
AMERICAN EXPRESS CREDIT CORPORATION
By: /s/ Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx
Treasurer
[SEAL]
Attest:
/s/ Xxxxxx X. Xxxx, Xx.
Secretary
THE CHASE MANHATTAN BANK, N.A.,
as Trustee
By: /s/ Xxxxx Xxxxxx
Vice President
[SEAL]
Attest:
/s/ S. Wiltshire
Assistant Secretary
