EXHIBIT 99.1
EXECUTION COPY
FIRST AMENDMENT TO THE
MASTER TRUST AGREEMENT
This First Amendment to the Master Trust Agreement (this "Amendment")
is entered into as of April 28, 2003 between A.I. Receivables Transfer Corp., a
Delaware corporation, as depositor (the "Depositor") and Chase Manhattan Bank
USA, National Association, as successor by merger to Chase Manhattan Bank
Delaware, a Delaware banking corporation, as owner trustee (the "Owner
Trustee").
WHEREAS, the Depositor and Owner Trustee are parties to the Master
Trust Agreement, dated as of November 5, 1999 (the "Trust Agreement");
WHEREAS, the Depositor has requested the Owner Trustee desire to
amend the Trust Agreement to reflect a change in the name of the Trust.
NOW THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms used herein without definition have
the respective meanings assigned thereto in the Trust Agreement.
2. Amendment to Section 2.01. Section 2.01 of the Trust Agreement is
hereby amended to read in its entirety as follows:
"Section 2.01 Name. The Trust created hereby shall be known as "AICCO
Premium Finance Master Trust," or any successors or assigns, in which
name the Owner Trustee may conduct the business of the Trust and
engage in the transactions contemplated hereby, make and execute
contracts and other instruments on behalf of the Trust and xxx and be
sued on behalf of the Trust."
3. Trust Agreement to Remain In Effect. Except as amended by this
Amendment, the Trust Agreement remains in full force and effect.
4. Reference in Other Documents. On and from the date hereof,
references to the Trust Agreement in any other agreement or document shall be
deemed to include a reference to the Trust Agreement as amended hereby, whether
or not reference is made to this Amendment.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original but all of which when
taken together shall constitute a single Amendment.
6. Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware without regard to conflict
of laws provisions.
7. Conditions Precedent. The Depositor hereby certifies to the Owner
Trustee that all conditions precedent to the Owner Trustee's execution and
delivery of this Amendment have been satisfied.
8. Certificate of Amendment. The Owner Trustee is hereby authorized
and directed to file a certificate of amendment to the Certificate of Trust of
the Trust in the form attached hereto as Exhibit A.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in their respective by their respective officers, thereunto duly
authorized as of the date first above written.
A.I. RECEIVABLES TRANSFER CORP.,
as Depositor
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, as successor by merger
to CHASE MANHATTAN BANK DELAWARE,
as Owner Trustee
By: /s/ Xxxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
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Exhibit A
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
AIG CREDIT PREMIUM FINANCE MASTER TRUST
THIS Certificate of Amendment of AIG Credit Premium Finance Master
Trust (the "Trust"), is being duly executed and filed by the undersigned trustee
to amend a statutory trust formed under the Delaware Statutory Trust Act (12
Del. C.ss.3801 et seq.).
NAME. THE NAME OF THE STATUTORY TRUST AMENDED HEREBY IS AIG CREDIT PREMIUM
FINANCE MASTER TRUST.
AMENDMENT OF TRUST. THE CERTIFICATE OF TRUST OF THE TRUST IS HEREBY AMENDED BY
CHANGING THE NAME OF THE TRUST IN THE STATE OF DELAWARE TO AICCO PREMIUM FINANCE
MASTER TRUST.
EFFECTIVE DATE. THIS CERTIFICATE OF AMENDMENT SHALL BE EFFECTIVE UPON FILING.
IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed
this Certificate of Amendment as of the date and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its
individual capacity but solely
as trustee
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
