EXHIBIT 4.1
EXECUTION COPY
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SERIES 2004-2 SUPPLEMENT
Dated as of June 2, 2004
to
POOLING AND SERVICING AGREEMENT
Dated as of May 16, 1996,
as amended and restated as of April 16, 2004
$400,000,000
-----------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
Series 2004-2
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among
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC
as Transferors
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
as Servicer
and
THE BANK OF NEW YORK
as Trustee
on behalf of the Series 2004-2 Certificateholders
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TABLE OF CONTENTS
PAGE
ARTICLE I Creation of the Series 2004-2 Certificates..........................................1
Section 1.01. Designation.........................................................................1
ARTICLE II Definitions.........................................................................2
Section 2.01. Definitions.........................................................................2
ARTICLE III Servicing Fee......................................................................14
Section 3.01. Servicing Compensation.............................................................14
ARTICLE IV Rights of Series 2004-2 Certificateholders and
Allocation and Application of Collections..........................................15
Section 4.01. Collections and Allocations........................................................15
Section 4.02. Determination of Monthly Interest..................................................17
Section 4.03. Principal Funding Account; Controlled Accumulation Period..........................18
Section 4.04. Required Amount....................................................................20
Section 4.05. Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Principal Collections..............20
Section 4.06. Defaulted Amounts; Investor Charge-Offs............................................22
Section 4.07. Excess Spread; Excess Finance Charge Collections...................................23
Section 4.08. Reallocated Principal Collections..................................................24
Section 4.09. Excess Finance Charge Collections..................................................25
Section 4.10. Reallocated Investor Finance Charge Collections....................................25
Section 4.11. Shared Principal Collections.......................................................26
Section 4.12. Reserve Account....................................................................27
Section 4.13. Investment Instructions............................................................28
Section 4.14. Determination of LIBOR.............................................................28
ARTICLE V Distributions and Reports to Series 2004-2 Certificateholders......................29
Section 5.01. Distributions......................................................................29
Section 5.02. Reports and Statements to Series 2004-2 Certificateholders.........................30
ARTICLE VI Pay-Out Events.....................................................................31
Section 6.01. Pay-Out Events.....................................................................31
ARTICLE VII Optional Repurchase; Series Termination............................................32
Section 7.01. Optional Repurchase................................................................32
Section 7.02. Series Termination.................................................................32
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TABLE OF CONTENTS
(continued)
PAGE
ARTICLE VIII Final Distributions................................................................33
Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section
2.06 or 10.01 of the
Agreement and Section 7.01 or 7.02 of this Supplement..............................33
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables pursuant to Section 9.01 of the Agreement..............................34
ARTICLE IX Miscellaneous Provisions...........................................................35
Section 9.01. Ratification of Agreement..........................................................35
Section 9.02. Counterparts.......................................................................35
Section 9.03. Governing Law......................................................................35
Section 9.04. [Reserved].........................................................................35
Section 9.05. [Reserved].........................................................................36
Section 9.06. Uncertificated Securities..........................................................36
Section 9.07. Transfers of the Collateral Interest...............................................36
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SERIES 2004-2 SUPPLEMENT, dated as of June 2, 2004 (the
"Supplement"), among AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II, a Delaware corporation, AMERICAN EXPRESS
RECEIVABLES FINANCING CORPORATION III LLC, a Delaware limited
liability company, and AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION IV LLC, a Delaware limited liability company, as
Transferors, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,
INC., a New York corporation, as Servicer, and THE BANK OF NEW
YORK, a banking corporation organized and existing under the
laws of the State of New York, not in its individual capacity,
but solely as Trustee.
Pursuant to the Pooling and Servicing Agreement, dated as of
May 16, 1996, as amended and restated as of April 16, 2004 (as amended and
restated and as otherwise amended and supplemented, the "Agreement"), among the
Transferors, the Servicer and the Trustee, the AMERICAN EXPRESS CREDIT ACCOUNT
MASTER TRUST (the "Trust") has been created. Section 6.03 of the Agreement
provides that the Transferors may from time to time direct the Trustee to
authenticate one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Supplement, the Transferors and the Trustee
shall create a new Series of Investor Certificates and specify the Principal
Terms thereof.
ARTICLE I
Creation of the Series 2004-2 Certificates
------------------------------------------
Section 1.01. Designation.
(a) There is hereby created a Series of Investor Certificates
to be issued pursuant to the Agreement and this Supplement to be known as
"American Express Credit Account Master Trust, Series 2004-2." The Series 2004-2
Certificates shall be issued in two Classes, the first of which shall be known
as the "Class A Series 2004-2 Floating Rate Asset Backed Certificates" and the
second of which shall be known as the "Class B Series 2004-2 Floating Rate Asset
Backed Certificates." In addition, there is hereby created a third Class of
uncertificated interests in the Trust which shall be known as the "Collateral
Interest, Series 2004-2" and which shall be deemed to be "Investor Certificates"
for all purposes under the Agreement and this Supplement other than for purposes
of the definition of the term "Tax Opinion" in Section 1.01 of the Agreement.
The Collateral Interest shall be considered a Class of Series 2004-2 for all
purposes of the Agreement and this Supplement, including for purposes of voting
concerning the liquidation of the Trust pursuant to Section 9.01 of the
Agreement. The Collateral Interest Holder shall be deemed to be the Series
Enhancer for all purposes under the Agreement and this Supplement.
(b) Series 2004-2 shall be included in Group II and shall be a
Principal Sharing Series. Series 2004-2 shall be an Excess Allocation Series.
Series 2004-2 shall not be subordinated to any other Series. Notwithstanding any
provision in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 2004-2 shall be the July 2004
Distribution Date and the first Monthly Period shall begin on and include the
Closing Date and end on and include June 25, 2004.
(c) Except as expressly provided herein, (i) the provisions of
Article VI and Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender of Registered
Certificates shall not be applicable to the Collateral Interest, and (ii) the
provisions of Section 3.07 of the Agreement shall not cause the Collateral
Interest to be treated as debt for federal, state and local income and franchise
tax purposes, but rather the Transferors intend, and together with the
Collateral Interest Holder, agree to treat the Collateral Interest for federal,
state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.
1
ARTICLE II
Definitions
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Section 2.01. Definitions.
(a) Whenever used in this Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.
"Additional Interest" means, with respect to any Distribution
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.
"Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the Invested Amount less the Principal
Funding Account Balance on such date of determination.
"Assignee" shall have the meaning specified in subsection
9.07(a).
"Available Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the
Principal Allocation Percentage of Series 2004-2 Allocable Principal Collections
received during such Monthly Period minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.08 are required to fund the Required Amount for the related
Distribution Date, (b) any Shared Principal Collections with respect to other
Series that are allocated to Series 2004-2 in accordance with Section 4.04 of
the Agreement and Section 4.11 of this Supplement, and (c) any other amounts
which pursuant to Section 4.05 or 4.07 of this Supplement are to be treated as
Available Principal Collections with respect to the related Distribution Date.
"Available Reserve Account Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
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
(calculated as if the Class B Invested Amount equals the outstanding principal
balance of the Class B Certificates), the Collateral Minimum Monthly Interest
and the Monthly Servicing Fee with respect to the related Distribution Date and
the denominator of which is the Invested Amount as of the last day of the
preceding Monthly Period.
"Class A Additional Interest" shall have the meaning specified
in subsection 4.02(a).
"Class A Adjusted Invested Amount" shall mean, with respect to
any date of determination, an amount equal to the Class A Invested Amount less
the Principal Funding Account Balance (but not in excess of the Class A Invested
Amount) on such date.
2
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) if such Monthly Period relates
to a Distribution Date with respect to the Controlled Accumulation Period, the
Class A Floating Percentage of Principal Funding Account Investment Proceeds, if
any, with respect to such Distribution Date, (b) the Class A Floating Percentage
of the Reallocated Investor Finance Charge Collections and (c) the amount of
funds, if any, to be withdrawn from the Reserve Account which, pursuant to
subsection 4.12(d), are required to be included in Class A Available Funds with
respect to such Distribution Date.
"Class A Certificate Rate" shall mean, for any Interest
Accrual Period with respect to the Class A Certificates, a per annum rate equal
to LIBOR plus 0.17%.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any one of the Certificates
executed by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-l.
"Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class A Adjusted
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Invested Amount and
the denominator of which is the Initial Invested Amount.
"Class A Initial Invested Amount" shall mean $334,000,000.
"Class A Interest Shortfall" shall have the meaning specified
in subsection 4.02(a).
"Class A Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
(i) the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over (ii) Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.07(b) prior to such date.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.06(a).
"Class A Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for such Distribution Date and (ii) the Class A Floating
Percentage for such Monthly Period.
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period, the Early Amortization Period or
any Partial Amortization Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class A
Invested 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 Invested Amount
as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period,
the Class A Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and
denominator of which is the Initial Invested Amount.
3
"Class A Required Amount" shall have the meaning specified in
subsection 4.04(a).
"Class A Servicing Fee" shall have the meaning specified in
Section 3.01.
"Class B Additional Interest" shall have the meaning specified
in subsection 4.02(b).
"Class B Adjusted Invested Amount" shall mean, with respect to
any date of determination, an amount equal to the Class B Invested Amount less
the positive difference, if any, between the Principal Funding Account Balance
and the Class A Invested Amount on such date.
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Percentage of the Reallocated Investor Finance Charge Collections and (b) if
such Monthly Period relates to a Distribution Date with respect to the
Controlled Accumulation Period, the Class B Floating Percentage of the Principal
Funding Account Investment Proceeds, if any, with respect to such Distribution
Date.
"Class B Certificate Rate" shall mean, for any Interest
Accrual Period with respect to the Class B Certificates, a per annum rate equal
to LIBOR plus 0.37%.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any one of the Certificates
executed by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
"Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class B Adjusted
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of the close of business on such day; provided, however, that with
respect to the first Monthly Period, the Class B Floating Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"Class B Initial Invested Amount" shall mean $30,000,000.
"Class B Interest Shortfall" shall have the meaning specified
in subsection 4.02(b).
"Class B Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to the Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class B
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of
Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections
that have resulted in a reduction in the Collateral Invested Amount pursuant to
Section 4.08), minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution Dates pursuant to
subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated and available on all prior Distribution Dates
pursuant to subsection 4.07(e) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the
Class B Invested Amount may not be reduced below zero.
4
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.06(b).
"Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for such Distribution Date and (ii) the Class B Floating
Percentage for such Monthly Period.
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Principal Percentage" shall mean, with respect to any
Monthly Period, (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Class B Invested Amount as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period, the Early Amortization
Period or any Partial Amortization Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested 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
Invested Amount as of the close of business on the date on which the Revolving
Period shall have terminated; provided, however, that with respect to the first
Monthly Period, the Class B Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial Invested
Amount and the denominator of which is the Initial Invested Amount.
"Class B Required Amount" shall have the meaning set forth in
subsection 4.04(b).
"Class B Servicing Fee" shall have the meaning specified in
Section 3.01.
"Closing Date" shall mean June 2, 2004; 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 last day of the
seventh billing cycle applicable to the Accounts ending in May 2004.
"Collateral Additional Interest" shall have the meaning
specified in subsection 4.02(c).
"Collateral Available Funds" shall mean with respect to any
Distribution Date, the Collateral Floating Percentage of Reallocated Investor
Finance Charge Collections with respect to the preceding Monthly Period.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.06(c).
"Collateral Default Amount" shall mean, with respect to any
Distribution Date, the product of the Investor Default Amount for such
Distribution Date and the Collateral Floating Percentage.
"Collateral Floating Percentage" shall mean, with respect to
any Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Collateral
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is the Adjusted Invested Amount as
of the close of business on such last day; provided, however, that with respect
to the first Monthly Period, the Collateral Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"Collateral Initial Invested Amount" shall mean $36,000,000.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive, (i) to the
extent necessary to make the required payments to the Collateral Interest Holder
under this Supplement, the portion of Collections allocable thereto under the
Agreement and this Supplement and funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement and (ii) amounts
available for payment to the Collateral Interest Holder pursuant to subsections
4.07(k), 4.12(e), 4.12(f), 8.01(b), 8.02(a) and 8.02(b) or any other provision
of this Supplement.
5
"Collateral Interest Holder" shall mean the entity so
designated in the Transfer Agreement.
"Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.02(c).
"Collateral Invested Amount" shall mean, when used with
respect to any date, an amount equal to (a) the Collateral Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to the
Collateral Interest Holder prior to such date, minus (c) the aggregate amount of
Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection
4.06(c), minus (d) the aggregate amount of Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to Section 4.08 allocable to
the Collateral Invested Amount, minus (e) an amount equal to the amount by which
the Collateral Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and
available on all prior Distribution Dates pursuant to subsection 4.07(i), for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Collateral Invested Amount may not
be reduced below zero.
"Collateral Minimum Interest Rate" shall mean the rate
specified in the Transfer Agreement; provided that for purposes of this
Supplement, such rate shall not exceed LIBOR plus 0.67% per annum.
"Collateral Minimum Monthly Interest" shall have the meaning
specified in subsection 4.02(c).
"Collateral Principal Percentage" shall mean, with respect to
any Monthly Period, (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Collateral Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Controlled Accumulation Period, the Early
Amortization Period or any Partial Amortization Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Collateral Invested 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 Invested Amount as of the close of business on the
date on which the Revolving Period shall have terminated; provided, however,
that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.
"Collateral Servicing Fee" shall have the meaning set forth in
Section 3.01.
"Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Controlled Accumulation Period,
$30,333,333.34; provided, however, that, if the Controlled Accumulation Period
Length is determined to be less than 12 months, the Controlled Accumulation
Amount for each Distribution Date with respect to the Controlled Accumulation
Period will be equal to (i) the product of (x) the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount and (y) the Controlled
Accumulation Period Factor for the related Monthly Period divided by (ii) the
Required Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay-Out
Event shall have occurred prior thereto, the period commencing at the close of
business on the last day of the April 2013 Monthly Period or such later date as
is determined in accordance with subsection 4.03(c) and ending on the first to
occur of (a) the commencement of the Early Amortization Period, (b) the payment
in full of the Invested Amount and (c) the Expected Final Payment Date.
6
"Controlled Accumulation Period Factor" shall mean, for each
Monthly Period, a fraction, the numerator of which is equal to the sum of the
series invested amounts as of the last day of the prior Monthly Period of all
outstanding Series, and the denominator of which is equal to the sum (without
duplication) of (a) the Series Invested Amount as of the last day of the prior
Monthly Period, (b) the series invested amounts as of the last day of the prior
Monthly Period of all outstanding Series (other than Series 2004-2) that are not
expected to be in their revolving periods, and (c) the series invested amounts
as of the last day of the prior Monthly Period of all other outstanding Series
that are not Principal Sharing Series and are in their revolving periods.
"Controlled Accumulation Period Length" has the meaning
specified in subsection 4.03(c).
"Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Controlled Accumulation Period, an amount equal to the
sum of the Controlled Accumulation Amount for such Distribution Date and any
Deficit Controlled Accumulation Amount for the immediately preceding
Distribution Date.
"Covered Amount" shall mean, for any Distribution Date with
respect to the Controlled Accumulation Period or the first Special Payment Date,
if such Special Payment Date occurs prior to the date the Class A Invested
Amount is paid in full, an amount equal to the sum of (x) with respect to the
Class A Certificates, the product of (i) the Class A Certificate Rate, (ii) a
fraction, the numerator of which is the actual number of days from and including
the prior Distribution Date to but excluding the then current Distribution Date
and the denominator of which is 360 and, (iii) the Principal Funding Account
Balance, if any, as of the preceding Distribution Date that is allocable to the
principal of the Class A Certificates and (y) with respect to the Class B
Certificates, the product of (i) the Class B Certificate Rate, (ii) a fraction,
the numerator of which is the actual number of days from and including the prior
Distribution Date to but excluding the then current Distribution Date and the
denominator of which is 360 and (iii) the Principal Funding Account Balance, if
any, as of the preceding Distribution Date that is allocable to the principal of
the Class B Certificates.
"Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such Distribution Date
over the amount deposited in the Principal Funding Account on such Distribution
Date and (b) on each subsequent Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
such subsequent Distribution Date over the amount deposited in the Principal
Funding Account on such subsequent Distribution Date.
"Distribution Date" shall mean July 15, 2004, and the 15th day
of each calendar month thereafter, or if such 15th day is not a Business Day,
the next succeeding Business Day.
"Early Amortization Period" shall mean the period commencing
at the close of business on the Business Day immediately preceding the day on
which a Pay-Out Event with respect to Series 2004-2 is deemed to have occurred,
and ending on the first to occur of (i) the payment in full of the Invested
Amount or (ii) the Series 2004-2 Termination Date.
"Excess Finance Charge Collections" shall mean collections of
Finance Charge Receivables and certain other amounts allocable to the
Certificateholders' Interest of any Excess Allocation Series in excess of the
amounts necessary to make required payments with respect to such series
(including payments to the provider of any related Series Enhancement) that are
payable out of collections of Finance Charge Receivables.
7
"Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to subsections
4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution
Date.
"Expected Final Payment Date" shall mean the May 2014
Distribution Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.09.
"Floating Allocation Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Adjusted Invested
Amount as of the last day of the preceding Monthly Period (or with respect to
the first Monthly Period, the Initial Invested Amount) and the denominator of
which is the product of (x) the Series 2004-2 Allocation Percentage with respect
to such Monthly Period and (y) the sum of (i) the total amount of Principal
Receivables in the Trust as of such day (or with respect to the first Monthly
Period, the total amount of Principal Receivables in the Trust on the Closing
Date) and (ii) the principal amount on deposit in the Special Funding Account as
of such last day (or with respect to the first Monthly Period, as of the Closing
Date); provided, however, that with respect to any Monthly Period in which an
Addition Date for an Aggregate Addition or a Removal Date occurs the amount in
(y)(i) above shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but excluding
the related Addition Date or Removal Date and (2) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the related Addition
Date or Removal Date for the period from and including the related Addition Date
or Removal Date to and including the last day of such Monthly Period.
"Group II" shall mean Series 2004-2 and each other Series
specified in the related Supplement to be included in Group II.
"Group II Investor Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of (a) Series 2004-2 Additional
Amounts for such Distribution Date and (b) for all other Series included in
Group II, the sum of (i) the aggregate net amount by which the Invested Amounts
of such Series have been reduced as a result of investor charge-offs,
subordination of principal collections and funding the investor default amounts
in respect of any Class or Series Enhancement interests of such Series as of
such Distribution Date and (ii) if the applicable Supplements so provide, the
aggregate unpaid amount of interest at the applicable certificate rates that has
accrued on the amounts described in the preceding clause (i) for such
Distribution Date.
"Group II Investor Default Amount" shall mean, with respect to
any Distribution Date, the sum of (a) the Investor Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group II for such Distribution Date.
"Group II Investor Finance Charge Collections" shall mean,
with respect to any Distribution Date, the sum of (a) Investor Finance Charge
Collections for such Distribution Date and (b) the aggregate amount of the
investor finance charge collections for all other Series included in Group II
for such Distribution Date.
"Group II Investor Monthly Fees" shall mean with respect to
any Distribution Date, the sum of (a) Series 2004-2 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group II for such
Distribution Date.
8
"Group II Investor Monthly Interest" shall mean, with respect
to any Distribution Date, the sum of (a) Series 2004-2 Monthly Interest for such
Distribution 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 reallocated investor finance charge collections
pursuant to the related Supplements, for all other Series included in Group II
for such Distribution Date.
"Initial Invested Amount" shall mean $400,000,000.
"Interest Accrual Period" shall mean, with respect to any
Distribution Date, the period (a) from and including the Distribution Date
immediately preceding such Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date) and (b) to but excluding
such Distribution Date.
"Invested Amount" shall mean, as of any date of determination,
an amount equal to the sum of (a) the Class A Invested Amount as of such date,
(b) the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.
"Investment Letter" shall have the meaning specified in
subsection 9.07(a).
"Investor Charge-Offs" shall mean Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-Offs.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 2004-2
Allocable Defaulted Amount for the related Monthly Period and (b) the Floating
Allocation Percentage for such Monthly Period.
"Investor Finance Charge Collections" shall mean with respect
to any Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Monthly Period and (b) Series 2004-2
Allocable Finance Charge Collections deposited in the Collection Account for the
related Monthly Period.
"LIBOR" shall mean, for any Interest Accrual Period, a per
annum interest rate determined by the Trustee for such Interest Accrual Period
in accordance with the provisions of Section 4.14.
"LIBOR Determination Date" shall mean May 28, 2004 for the
period from and including the Closing Date to but excluding July 15, 2004, and
for every other Interest Accrual Period, the second London Business Day prior to
the commencement of such Interest Accrual Period.
"London Business Day" shall mean any day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
"Monthly Interest" means, with respect to any Distribution
Date, the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Minimum Monthly Interest for such Distribution Date.
"Monthly Receivables Percentage" shall mean, for any day, the
percentage equivalent of a fraction, the numerator of which is an amount equal
to the sum of the aggregate amount of Principal Receivables outstanding in the
Trust attributable to the Transferor or Account Owner with respect to which an
Insolvency Event or a Transfer Restriction Event has occurred, and the
denominator of which is an amount equal to the sum of the aggregate amount of
Principal Receivables outstanding in the Trust, in each as of the last day of
the immediately preceding Monthly Period.
9
"Monthly Servicing Fee" shall have the meaning specified in
subsection 3.01.
"Pay-Out Event" shall mean any Pay-Out Event specified in
Section 6.01.
"Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest Holder or a holder of an interest in the Trust, as
applicable, would not cause the Trust to be taxable as a publicly traded
partnership for federal income tax purposes.
"Principal Allocation Percentage" shall mean, with respect to
any day during a 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 Series Adjusted Invested Amount for Series 2004-2 as of
the last day of the immediately preceding Monthly Period (or, in the case of the
first Monthly Period, the Initial Invested Amount) and (b) during the Controlled
Accumulation Period, the Early Amortization Period or any Partial Amortization
Period, the Series Adjusted Invested Amount for Series 2004-2 as of the close of
business on the date on which the Revolving Period shall have terminated and the
denominator of which is the product of (x) the sum of (i) the total amount of
Principal Receivables in the Trust as of the last day of the immediately
preceding Monthly Period (or with respect to the first Monthly Period, the total
amount of Principal Receivables in the Trust as of the Closing Date) and (ii)
the principal amount on deposit in the Special Funding Account as of such last
day (or with respect to the first Monthly Period, the Closing Date) and (y) the
Series 2004-2 Allocation Percentage as of the last day of the immediately
preceding Monthly Period; provided, however, that with respect to any Monthly
Period in which an Addition Date for an Aggregate Addition or a Removal Date
occurs the amount in (x)(i) above shall be (1) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period for the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period; and provided further, that if after the commencement of the
Controlled Accumulation Period a Pay-Out Event occurs with respect to another
Series that was designated in the Supplement therefor as a Series that is a
"Paired Series" with respect to Series 2004-2, the Transferors may, by written
notice delivered to the Trustee and the Servicer, designate a different
numerator for the foregoing fraction, provided that (x) such numerator is not
less than the Adjusted Invested Amount as of the last day of the revolving
period for such Paired Series, (y) the Transferors shall have received written
notice from each Rating Agency that the Rating Agency Condition has been
satisfied with respect to such designation and shall have delivered copies of
each such written notice to the Servicer and the Trustee and (z) each Transferor
shall have delivered to the Trustee an Officer's Certificate of such Transferor
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of such Transferor, such designation will not cause a
Pay-Out Event or an event that, after the giving of notice or the lapse of time,
would constitute a Pay-Out Event, to occur with respect to Series 2004-2.
"Principal Funding Account" shall have the meaning specified
in subsection 4.03(a)(i).
"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.
"Principal Funding Account Investment Proceeds" shall have the
meaning specified in subsection 4.03(a)(ii).
10
"Principal Funding Account Investment Shortfall" shall mean,
with respect to each Distribution Date during the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Account Investment
Proceeds are less than the Covered Amount.
"Reallocated Investor Finance Charge Collections" shall mean
that portion of Group II Investor Finance Charge Collections allocated to Series
2004-2 pursuant to Section 4.10.
"Reallocated Principal Collections" shall mean, with respect
to any Monthly Period, the product of (a) the Series 2004-2 Allocable Principal
Collections deposited in the Collection Account for such Monthly Period and (b)
the sum of the Class B Principal Percentage and the Collateral Principal
Percentage.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Adjusted
Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed to
the Series 2004-2 Certificateholders on a prior Distribution Date, plus (iii)
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 2004-2
Certificateholders on a prior Distribution Date.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the three months
preceding the date of such calculation.
"Required Amount" shall mean, with respect to any Monthly
Period, the sum of the Class A Required Amount and the Class B Required Amount.
"Required Reserve Account Amount" shall mean, with respect to
any Distribution Date on or after the Reserve Account Funding Date, an amount
equal to (1) 0.50% of the Class A Invested Amount as of the preceding
Distribution Date (after giving effect to all changes therein on such date) or
(2) any other percentage (which may be 0%) of the Class A Invested Amount
designated by the Transferors, provided that if such percentage is less than the
percentage specified in clause (1) above, the Transferors shall have received
the prior written consent of the Collateral Interest Holder and written notice
from each Rating Agency that the 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 and the Trustee.
"Reserve Account" shall have the meaning specified in
subsection 4.12(a).
"Reserve Account Funding Date" shall mean the Distribution
Date which occurs not later than the earliest of (a) the Distribution Date with
respect to the Monthly Period that commences not later than three months prior
to the Distribution Date with respect to the first Monthly Period in the
Controlled Accumulation Period, (b) in the event that the average Excess Spread
Percentage for any three consecutive Monthly Periods ending in the May 2012
Monthly Period or any Monthly Period thereafter is less than 2%, the
Distribution Date with respect to such Monthly Period, (c) in the event that the
average Excess Spread Percentage for any three consecutive Monthly Periods
ending in the November 2012 Monthly Period or any Monthly Period thereafter is
less than 3%, the Distribution Date with respect to such Monthly Period and (d)
such earlier Distribution Date as the Transferors may determine by written
notice to the Trustee and the Servicer. For this purpose, the "Excess Spread
Percentage" for any Monthly Period shall be equal to the Series Adjusted
Portfolio Yield for such Monthly Period minus the Base Rate for such Monthly
Period.
11
"Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Reserve
Account exceeds the Required Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.12(c).
"Revolving Period" shall mean the period beginning at the
close of business on the Series Cut-Off 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.
"Series Adjusted Portfolio Yield" shall mean, with respect to
any Monthly Period, the annualized percentage equivalent of a fraction, (A) the
numerator of which is equal to (a) Reallocated Investor Finance Charge
Collections with respect to such Monthly Period, plus (b) the amount of any
Principal Funding Account Investment Proceeds for the related Distribution Date,
plus (c) provided that each Rating Agency has consented in writing to the
inclusion thereof in calculating the Series Adjusted Portfolio Yield, any Excess
Finance Charge Collections that are allocated to Series 2004-2 with respect to
such Monthly Period, plus (d) the amount of funds, if any, withdrawn from the
Reserve Account which pursuant to subsection 4.12(d) are required to be
deposited into the Collection Account and included as Class A Available Funds
for the Distribution Date with respect to such Monthly Period, minus (e) the
Investor Default Amount for the Distribution Date with respect to such Monthly
Period, and (B) the denominator of which is the Invested Amount as of the last
day of the preceding Monthly Period.
"Series Cut-Off Date" shall mean the close of business on June
2, 2004.
"Series 2004-2" shall mean the Series of Certificates the
terms of which are specified in this Supplement.
"Series 2004-2 Additional Amounts" shall mean, with respect to
any Distribution Date, the sum of the amounts determined pursuant to subsections
4.07(b), (e) and (i) for such Distribution Date.
"Series 2004-2 Allocable Defaulted Amount" shall mean the
Series Allocable Defaulted Amount with respect to Series 2004-2.
"Series 2004-2 Allocable Finance Charge Collections" shall
mean the Series Allocable Finance Charge Collections with respect to Series
2004-2.
"Series 2004-2 Allocable Principal Collections" shall mean the
Series Allocable Principal Collections with respect to Series 2004-2.
"Series 2004-2 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 2004-2.
"Series 2004-2 Certificate" shall mean a Class A Certificate
or a Class B Certificate or the Collateral Interest.
"Series 2004-2 Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the Collateral Interest
Holder.
"Series 2004-2 Certificateholders' Interest" shall mean the
Certificateholders' Interest for Series 2004-2, including the Collateral
Interest.
12
"Series 2004-2 Monthly Fees" shall mean, with respect to any
Distribution Date, the amount determined pursuant to subsections 4.05(a)(ii),
(b)(ii) and (c)(i) and subsection 4.07(g).
"Series 2004-2 Monthly Interest" shall mean the amounts
determined pursuant to subsections 4.02(a), (b) and (c).
"Series 2004-2 Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series 2004-2 Termination Date" shall mean the December 2016
Distribution Date.
"Series Invested Amount" shall mean the Initial Invested
Amount.
"Series Required Transferor Amount" shall mean an amount equal
to 7% of the Invested Amount.
"Servicing Base Amount" shall have the meaning specified in
Section 3.01.
"Servicing Fee Rate" shall mean 2.0% per annum.
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
"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" shall have the meaning specified in subsection
9.07(a).
"Transfer Agreement" shall mean the Transfer and
Administration Agreement, dated as of June 2, 2004, among RFC II, RFC III and
RFC IV, as transferors, TRS, as administrator, and the American Express Credit
Account Secured Note Trust 2004-2, as issuer, as the same may be amended,
supplemented or otherwise modified from time to time.
"Transferor Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used at any time with respect to Finance Charge
Receivables and Defaulted Receivables, or (b) the Principal Allocation
Percentage, when used at any time with respect to Principal Receivables.
(b) Notwithstanding anything to the contrary in this
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Supplement or the Agreement with respect to Series 2004-2, Moody's and
Standard & Poor's. As used in this Supplement and in the Agreement with respect
to Series 2004-2, "highest investment category" shall mean (i) in the case of
Standard & Poor's, AAA or A-1+, as applicable and (ii) in the case of Moody's,
Aaa or P-1, as applicable.
(c) Each capitalized term defined herein shall relate to the
Series 2004-2 Certificates and no other Series of Certificates issued by the
Trust, unless the context otherwise requires. All capitalized terms used herein
and not otherwise defined herein have the meanings ascribed to them in the
Agreement. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as a
whole and not to any particular provision of this Supplement; references to any
Article, subsection, Section or Exhibit are references to Articles, subsections,
Sections and Exhibits in or to this Supplement unless otherwise specified; and
the term "including" means "including without limitation."
13
ARTICLE III
Servicing Fee
-------------
Section 3.01. Servicing Compensation. The share of the
Servicing Fee allocable to the Series 2004-2 Certificateholders with respect to
any Distribution Date (the "Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the
Adjusted Invested Amount as of the last day of the Monthly Period preceding such
Distribution Date minus (ii) the product of the amount, if any, on deposit in
the Special Funding Account as of the last day of the Monthly Period preceding
such Distribution Date and the Series 2004-2 Allocation Percentage with respect
to such Monthly Period (the amount calculated pursuant to this clause (b) is
referred to as the "Servicing Base Amount"). The share of the Monthly Servicing
Fee allocable to the Class A Certificateholders with respect to any Distribution
Date (the "Class A Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the
Servicing Base Amount. The share of the Monthly Servicing Fee allocable to the
Class B Certificateholders with respect to any Distribution Date (the "Class B
Servicing Fee") shall be equal to one-twelfth of the product of (a) the Class B
Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base
Amount. The share of the Monthly Servicing Fee allocable to the Collateral
Interest with respect to any Distribution Date (the "Collateral Servicing Fee")
shall be equal to one-twelfth of the product of the (a) Collateral Floating
Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The
remainder of the Servicing Fee shall be paid by the Holders of the Transferor
Certificates or the investor certificateholders of other Series (as provided in
the related Supplements) and in no event shall the Trust, the Trustee or the
Series 2004-2 Certificateholders be liable for the share of the Servicing Fee to
be paid by the Holders of the Transferor Certificates or the investor
certificateholders of any other Series. To the extent that the Class A Servicing
Fee, the Class B Servicing Fee and the Collateral Servicing Fee are not paid in
full pursuant to the preceding provisions of this Section 3.01, and Sections
4.05 and 4.07, they shall be paid by the Holders of the Transferor Certificates.
ARTICLE IV
Rights of Series 2004-2 Certificateholders and
----------------------------------------------
Allocation and Application of Collections
-----------------------------------------
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge Receivables and
Principal Receivables and Defaulted Receivables allocated to Series 2004-2
pursuant to Article IV of the Agreement (and, as described herein, Collections
of Finance Charge Receivables reallocated from other Series in Group II) shall
be allocated and distributed or reallocated as set forth in this Article.
(b) Payments to the Transferor. The Servicer shall on each
Deposit Date withdraw from the Collection Account and pay to the Holders of the
Transferor Certificates the following amounts:
(i) an amount equal to the Transferor Percentage for
the related Monthly Period of Series 2004-2 Allocable Finance
Charge Collections to the extent such amount is deposited in
the Collection Account; and
(ii) an amount equal to the Transferor Percentage for
the related Monthly Period of Series 2004-2 Allocable
Principal Collections deposited in the Collection Account, if
the Transferor Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit
Date) exceeds zero.
14
The withdrawals to be made from the Collection Account
pursuant to this subsection 4.01(b) do not apply to deposits into the Collection
Account that do not represent Collections, including payment of the purchase
price for the Certificateholders' Interest pursuant to Section 2.06 or 10.01 of
the Agreement, payment of the purchase price for the Series 2004-2
Certificateholders' Interest pursuant to Section 7.01 of this Supplement and
proceeds from the sale, disposition or liquidation of Receivables pursuant to
Section 9.01 or 12.02 of the Agreement.
(c) Allocations to the Series 2004-2 Certificateholders. The
Servicer shall, prior to the close of business on each Deposit Date, allocate to
the Series 2004-2 Certificateholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The
Servicer shall allocate to the Series 2004-2
Certificateholders and retain in the Collection Account for
application as provided herein an amount equal to the product
of (A) the Floating Allocation Percentage and (B) the Series
2004-2 Allocation Percentage and (C) the aggregate amount of
Collections of Finance Charge Receivables deposited in the
Collection Account on such Deposit Date.
(ii) Allocations of Principal Collections. The
Servicer shall allocate to the Series 2004-2
Certificateholders the following amounts as set forth below:
(x) Allocations During the Revolving Period.
During the Revolving Period (A) an amount equal to
the product of (I) the sum of the Class B Principal
Percentage and the Collateral Principal Percentage
and (II) the Principal Allocation Percentage and
(III) the Series 2004-2 Allocation Percentage and
(IV) the aggregate amount of Collections of Principal
Receivables deposited in the Collection Account on
such Deposit Date, shall be allocated to the Series
2004-2 Certificateholders and retained in the
Collection Account until applied as provided herein
and (B) an amount equal to the product of (I) the
Class A Principal Percentage and (II) the Principal
Allocation Percentage and (III) the Series 2004-2
Allocation Percentage and (IV) the aggregate amount
of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date shall be
allocated to the Series 2004-2 Certificateholders and
first, if any other Principal Sharing Series is
outstanding and in its amortization period or
accumulation period, retained in the Collection
Account for application, to the extent necessary, as
Shared Principal Collections on the related
Distribution Date, and second paid to the Holders of
the Transferor Certificates; provided, however, that
such amount to be paid to the Holders of the
Transferor Certificates on any Deposit Date shall be
paid to such Holders only if the Transferor Amount on
such Deposit Date is greater than the Required
Transferor Amount (after giving effect to all
Principal Receivables transferred to the Trust on
such day) and otherwise shall be deposited in the
Special Funding Account.
(y) Allocations During the Controlled
Accumulation Period. During the Controlled
Accumulation Period (A) an amount equal to the
product of (I) the sum of the Class B Principal
Percentage and the Collateral Principal Percentage
and (II) the Principal Allocation Percentage and
(III) the Series 2004-2 Allocation Percentage and
(IV) the aggregate amount of Collections of Principal
Receivables deposited in the Collection Account on
such Deposit Date, shall be allocated to the Series
2004-2 Certificateholders and retained in the
Collection
15
Account until applied as provided herein and (B) an
amount equal to the product of (I) the Class A
Principal Percentage and (II) the Principal
Allocation Percentage and (III) the Series 2004-2
Allocation Percentage and (IV) the aggregate amount
of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date (the
product specified in this clause (B) for any such
date is hereinafter referred to as a "Percentage
Allocation") shall be allocated to the Series 2004-2
Certificateholders and retained in the Collection
Account until applied as provided herein; provided,
however, that if the sum of such Percentage
Allocation and all preceding Percentage Allocations
with respect to the same Monthly Period exceeds the
Controlled Deposit Amount during the Controlled
Accumulation Period for the related Distribution
Date, then such excess shall not be treated as a
Percentage Allocation and shall be first, if any
other Principal Sharing Series is outstanding and in
its amortization period or accumulation period,
retained in the Collection Account for application,
to the extent necessary, as Shared Principal
Collections on the related Distribution Date, and
second paid to the Holders of the Transferor
Certificates only if the Transferor Amount on such
Deposit Date is greater than the Required Transferor
Amount (after giving effect to all Principal
Receivables transferred to the Trust on such day) and
otherwise shall be deposited in the Special Funding
Account.
(z) Allocations During the Early
Amortization Period. During the Early Amortization
Period, an amount equal to the product of (A) the
Principal Allocation Percentage and (B) the Series
2004-2 Allocation Percentage and (C) the aggregate
amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit
Date, shall be allocated to the Series 2004-2
Certificateholders and retained in the Collection
Account until applied as provided herein; provided,
however, that after the date on which an amount of
such Collections equal to the Adjusted Invested
Amount has been deposited into the Collection Account
and allocated to the Series 2004-2
Certificateholders, the remainder that has not been
so deposited and allocated shall be first, if any
other Principal Sharing Series is outstanding and in
its amortization period or accumulation period,
retained in the Collection Account for application,
to the extent necessary, as Shared Principal
Collections on the related Distribution Date, and
second paid to the Holders of the Transferor
Certificates only if the Transferor Amount on such
date is greater than the Required Transferor Amount
(after giving effect to all Principal Receivables
transferred to the Trust on such day) and otherwise
shall be deposited in the Special Funding Account.
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
Certificates on any Distribution 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 Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, (ii) the Class A
Certificate Rate for such Distribution Date and (iii) the outstanding principal
balance of the Class A Certificates as of close of business on the immediately
preceding Record Date.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class A
Monthly Interest on such Distribution Date. If the Class A Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution 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 Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such
Distribution Date and the denominator of which is 360, (ii) the sum of (x) the
Class A Certificate Rate 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
Certificateholders) shall be payable as provided herein with respect to the
Class A Certificates. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A
Certificateholders only to the extent permitted by applicable law.
16
(b) The amount of monthly interest ("Class B Monthly
Interest") distributable from the Collection Account with respect to the Class B
Certificates on any Distribution 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 Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, (ii) the Class B
Certificate Rate for such Distribution Date and (iii) the Class B Invested
Amount as of the close of business on the immediately preceding Record Date.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class B Interest
Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class B
Monthly Interest on such Distribution Date. If the Class B Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution 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 Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such
Distribution Date and the denominator of which is 360, (ii) the sum of (x) the
Class B Certificate Rate 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
Certificateholders) shall be payable as provided herein with respect to the
Class B Certificates. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.
(c) The amount of monthly interest ("Collateral Minimum
Monthly Interest") distributable from the Collection Account with respect to the
Collateral Invested Amount on any Distribution Date shall be an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual number
of days in the period from (and including) the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date and the denominator of which is
360 and (B) the Collateral Minimum Interest Rate in effect with respect to the
period from (and including) the immediately preceding Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date, and (ii) the Collateral Initial Invested Amount less the
aggregate amount of principal payments distributed to the Collateral Interest
Holder on all prior Distribution Dates.
On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Collateral Interest Shortfall")
equal to (x) the aggregate Collateral Minimum Monthly Interest for such
Distribution Date minus (y) the aggregate amount of funds allocated and
available to pay such Collateral Minimum Monthly Interest on such Distribution
Date. If the Collateral Interest Shortfall with respect to any Distribution Date
is greater than zero, on each subsequent Distribution Date until such Collateral
Interest Shortfall is fully paid, an additional amount ("Collateral Additional
Interest") shall be payable as provided herein with respect to the Collateral
Invested Amount equal to the product of (i) (A) a fraction, the numerator of
which is the actual number of days in the period from (and including) the
immediately preceding Distribution Date to (but excluding) such Distribution
Date and the denominator of which is 360 and (B) the Collateral Minimum Interest
Rate in effect during the period from (and including) the immediately preceding
Distribution Date to (but excluding) such Distribution Date, and (ii) such
Collateral Interest Shortfall (or the portion thereof which has not been paid to
the Collateral Interest Holder). Notwithstanding anything to the contrary
herein, Collateral Additional Interest shall be payable or distributed to the
Collateral Interest Holder only to the extent permitted by applicable law.
17
Section 4.03. Principal Funding Account; Controlled
Accumulation Period.
(a) (i) The Servicer, for the benefit of the Series 2004-2
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein and the property credited thereto are held for the benefit of the Series
2004-2 Certificateholders. The Principal Funding Account shall initially be
established with The Bank of New York.
(ii) At the written direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested by the Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Trustee for the benefit of the Series 2004-2
Certificateholders; provided that on each Distribution 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 will mature so
that such funds will be available at the close of business on the Transfer Date
preceding the following Distribution Date. Unless the Servicer directs
otherwise, funds deposited in the Principal Funding Account on a Transfer Date
(which immediately precedes a Distribution 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 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.
(iii) On each Distribution Date with respect to the
Controlled Accumulation Period, the Servicer shall direct the 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 Class A Available Funds and Class B Available
Funds.
(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 Supplement.
(b) (i) The Trustee shall possess all right, title and
interest in all funds and property from time to time deposited in or credited to
the Principal Funding Account and in all proceeds thereof. The Principal Funding
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2004-2 Certificateholders. If, at any time, the Principal
Funding Account ceases to be an Eligible Deposit Account, the Trustee (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 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
cash or any investments to such new Principal Funding Account.
18
(ii) Pursuant to the authority granted to the Servicer in
subsection 3.01(b) of the Agreement, the Servicer shall have the power to make
withdrawals and payments or to instruct the Trustee to make withdrawals and
payments from the Principal Funding Account for the purposes of carrying out the
Servicer's or Trustee's duties hereunder. Pursuant to the authority granted to
the Paying Agent in Section 5.01 of this Supplement and Section 6.07 of the
Agreement, the Paying Agent shall have the power to withdraw funds from the
Principal Funding Account for the purpose of making distributions to the Series
2004-2 Certificateholders.
(c) The Controlled Accumulation Period is scheduled to
commence at the close of business on the last day of the April 2013 Monthly
Period; provided, however, that if the Controlled Accumulation Period Length
(which shall be determined as described below) is less than 12 months, the date
on which the Controlled Accumulation Period actually commences will be delayed
to the close of business on the last day of the month preceding the month that
is the number of months prior to the Expected Final Payment Date at least equal
to the Controlled Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least equal the
Controlled Accumulation Period Length. On the Determination Date immediately
preceding the April 2013 Distribution Date, and on each Determination Date
thereafter that occurs prior to the Determination Date occurring in the Monthly
Period in which the Controlled Accumulation Period commences, the Servicer will
determine the "Controlled Accumulation Period Length" which will equal the
number of months such that the sum of the Controlled Accumulation Period Factors
for each month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Controlled Accumulation
Period Length shall not be less than one month. Notwithstanding the foregoing,
if the Controlled Accumulation Period Length shall have been determined to be
less than 12 months and, after the date on which such determination is made, a
Pay-Out Event or Reinvestment Event (as those terms are defined in the
Supplement for such Series) shall occur with respect to any outstanding
Principal Sharing Series other than Series 2004-2, the Controlled Accumulation
Period will commence on the earlier of (i) the first day of the Monthly Period
immediately succeeding the date that such Pay-Out Event or Reinvestment Event
shall have occurred with respect to such Series and (ii) the date on which the
Controlled Accumulation Period is then scheduled to commence.
Section 4.04. Required Amount.
(a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (x) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and (iv) any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of
TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution
Date, (vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class A
Servicing Fee previously due but not paid to the Servicer, and (vii) the Class A
Investor Default Amount, if any, for such Distribution Date exceeds (y) the
Class A Available Funds. In the event that the difference between (x) the Class
A Required Amount for such Distribution Date and (y) the amount of Excess Spread
and Excess Finance Charge Collections applied with respect thereto pursuant to
subsection 4.07(a) on such Distribution Date is greater than zero, the Servicer
shall give written notice to the Transferors and the Trustee of such excess
Class A Required Amount on the date of computation.
(b) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, equal to the sum of (x) the amount, if any, by which
(A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders, (iii) Class B Additional Interest, if any, for such
Distribution Date, (iv) any Class B Additional Interest previously due but not
paid to the Class B Certificateholders on a prior Distribution Date, (v) if TRS
or an Affiliate of TRS is no longer the Servicer, the Class B Servicing Fee for
such Distribution Date and (vi) if TRS or an Affiliate of TRS is no longer the
Servicer, any Class B Servicing Fee previously due but not paid to the Servicer
exceeds (B) the Class B Available Funds and (y) the Class B Investor Default
Amount for such Distribution Date. In the event that the difference between (x)
the Class B Required Amount for such Distribution Date and (y) the amount of
Excess Spread and Excess Finance Charge Collections applied with respect thereto
pursuant to subsection 4.07(d) on such Distribution Date is greater than zero,
the Servicer shall give written notice to the Transferors and the Trustee of
such excess Class B Required Amount on the date of computation.
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Section 4.05. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Principal Collections.
The Servicer shall apply, or shall cause the Trustee to apply by written
instruction to the Trustee, on each Distribution Date, Class A Available Funds,
Class B Available Funds, Collateral Available Funds and Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date to make the following distributions:
(a) On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:
(i) an amount equal to Class A Monthly Interest for
such Distribution Date, plus the amount of any Class A Monthly
Interest previously due but not distributed to Class A
Certificateholders on a prior Distribution Date, plus the
amount of any Class A Additional Interest for such
Distribution Date and any Class A Additional Interest
previously due but not distributed to Class A
Certificateholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class A
Certificateholders;
(ii) if TRS or an Affiliate of TRS is no longer the
Servicer, an amount equal to the Class A Servicing Fee for
such Distribution Date, plus the amount of any Class A
Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be distributed to
the Servicer;
(iii) an amount equal to the Class A Investor Default
Amount for such Distribution Date shall be treated as a
portion of Available Principal Collections for such
Distribution Date; and
(iv) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed or deposited as
set forth in Section 4.07.
(b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:
(i) an amount equal to Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly
Interest previously due but not distributed to Class B
Certificateholders on a prior Distribution Date, plus the
amount of any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest
previously due but not distributed to Class B
Certificateholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class B
Certificateholders;
(ii) if TRS or an Affiliate of TRS is no longer the
Servicer, an amount equal to the Class B Servicing Fee for
such Distribution Date, plus the amount of any Class B
Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be distributed to
the Servicer; and
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(iii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed or deposited as
set forth in Section 4.07.
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date will be
distributed or deposited in the following priority:
(i) if TRS or an Affiliate of TRS is no longer the
Servicer, an amount equal to the Collateral Servicing Fee for
such Distribution Date, plus the amount of any Collateral
Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date, shall be distributed to
the Servicer; and
(ii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed or deposited as
set forth in Section 4.07.
(d) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be treated as Shared
Principal Collections and applied in accordance with Section 4.04 of the
Agreement.
(e) On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to the Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed in the following order of priority:
(i) an amount equal to the lesser of (x) the
Controlled Deposit Amount and (y) the sum of the Class A
Adjusted Invested Amount and the Class B Adjusted Invested
Amount shall be deposited in the Principal Funding Account;
(ii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount shall
have been paid in full, an amount up to the Collateral
Invested Amount shall be distributed to the Collateral
Interest Holder; and
(iii) the balance of such Available Principal
Collections shall be treated as Shared Principal Collections
and applied in accordance with Section 4.04 of the Agreement.
(f) On each Distribution Date with respect to the Early
Amortization Period, an amount equal to 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) an amount up to the Class A Adjusted Invested
Amount on such Distribution Date shall be deposited in the
Principal Funding Account for distribution to the Class A
Certificateholders;
(ii) for each Distribution Date beginning on the
Distribution Date on which the Class A Invested Amount is paid
in full, an amount up to the Class B Adjusted Invested Amount
on such Distribution Date shall be deposited in the Principal
Funding Account for distribution to the Class B
Certificateholders;
(iii) for each Distribution Date beginning on the
Distribution Date on which the Class B Invested Amount is paid
in full, an amount up to the Collateral Invested Amount on
such Distribution Date shall be distributed to the Collateral
Interest Holder; and
21
(iv) for each Distribution Date, after giving effect
to paragraphs (i), (ii) and (iii) above, an amount equal to
the balance, if any, of such Available Principal Collections
will be treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement.
Section 4.06. Defaulted Amounts; Investor Charge-Offs.
(a) On each Determination Date, the Servicer shall calculate
the Class A Investor Default Amount, if any, for the related Distribution Date.
If, on any Distribution Date, the Class A Required Amount for the related
Monthly Period exceeds the sum of (x) the amount of Reallocated Principal
Collections allocated to Series 2004-2 with respect to such Monthly Period and
(y) the amount of Excess Spread and the Excess Finance Charge Collections
allocable to Series 2004-2 with respect to such Monthly Period, the Collateral
Invested Amount, if any, will be reduced by the amount of such excess, but not
by more than the Class A Investor Default Amount for such Distribution Date. In
the event that such reduction would cause the Collateral Invested Amount to be a
negative number, the Collateral Invested Amount will be reduced to zero and the
Class B Invested Amount shall be reduced by the amount by which the Collateral
Invested Amount would have been reduced below zero, but not by more than the
excess, if any, of the Class A Investor Default Amount for such Distribution
Date over the amount of such reduction, if any, of the Collateral Invested
Amount with respect to such Distribution Date. In the event that such reduction
would cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount shall be reduced to zero, and the Class A Invested Amount shall
be reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not by more than the excess, if any, of the Class A
Investor Default Amount for such Distribution Date over the aggregate amount of
the reductions, if any, of the Collateral Invested Amount and the Class B
Invested Amount for such Distribution Date (a "Class A Investor Charge-Off").
Class A Investor Charge-Offs shall thereafter be reimbursed and the Class A
Invested Amount increased (but not by an amount in excess of the aggregate
unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available for that purpose pursuant to subsection 4.07(b). References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.
(b) On each Determination Date, the Servicer shall calculate
the Class B Investor Default Amount, if any, for the related Distribution Date.
If, on any Distribution Date, the Class B Required Amount for such Distribution
Date exceeds the sum of (x) the amount of Excess Spread and Excess Finance
Charge Collections allocated to Series 2004-2 with respect to the related
Monthly Period which are allocated and available to pay such amount pursuant to
subsection 4.07(d) and (y) the Reallocated Principal Collections allocable to
the Collateral Interest and not required to pay the Class A Required Amount with
respect to such Distribution Date, then the Collateral Invested Amount shall be
reduced by the amount of such excess. In the event that such reduction would
cause the Collateral Invested Amount to be a negative number, the Collateral
Invested Amount shall be reduced to zero, and the Class B Invested Amount shall
be reduced by the amount by which the Collateral Invested Amount would have been
reduced below zero, but not by more than the excess, if any, of the Class B
Investor Default Amount for such Distribution Date over the amount of such
reduction, if any, of the Collateral Invested Amount with respect to such
Distribution Date (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class B
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(e). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a Class
not be reduced below zero.
22
(c) On each Determination Date, the Servicer shall calculate
the Collateral Default Amount. If on any Distribution Date the Collateral
Default Amount for the previous Monthly Period exceeds the amount of Excess
Spread and Excess Finance Charge Collections allocated to Series 2004-2 with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to subsection 4.07(h), the Collateral Invested Amount will
be reduced by the amount of such excess but not by more than the lesser of the
Collateral Default Amount and the Collateral Invested Amount for such
Distribution Date (a "Collateral Charge-Off"). The Collateral Invested Amount
will be reimbursed after any reduction pursuant to this Section 4.06 on any
Distribution Date by the amount of Excess Spread and Excess Finance Charge
Collections allocated and available on such Distribution date for that purpose
as described under subsection 4.07(i).
Section 4.07. Excess Spread; Excess Finance Charge
Collections. The Servicer shall apply, or shall cause the Trustee to apply by
written instruction to the Trustee, on each Distribution Date, Excess Spread and
Excess Finance Charge Collections allocated to Series 2004-2 with respect to the
related Monthly Period, to make the following distributions or deposits in the
following order of priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Distribution Date shall be distributed by the Trustee to
fund the Class A Required Amount in accordance with, and in the priority set
forth in, subsections 4.05(a)(i), (ii) and (iii);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed shall be treated
as a portion of Available Principal Collections for such Distribution Date;
(c) an amount equal to interest on the aggregate outstanding
principal balance of the Class B Certificates not otherwise distributed to the
Class B Certificateholders pursuant to Section 4.05(b)(i), at a rate per annum
equal to the Class B Certificate Rate, shall be distributed to the Class B
Certificateholders, except that interest previously due but not paid will accrue
interest at a rate per annum equal to the Class B Certificate Rate plus 2% per
annum;
(d) an amount equal to the Class B Required Amount, if any,
with respect to such Distribution Date will be (i) used to fund the Class B
Required Amount and be applied in accordance with subsections 4.05(b)(i) and
4.05(b)(ii), and then (ii) an amount up to the Class B Investor Default Amount
will be treated and applied as Available Principal Collections for such
Distribution Date;
(e) an amount equal to the aggregate amount by which the Class
B Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" in Section 2.01 of this Supplement (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(f) an amount equal to Collateral Minimum Monthly Interest for
such Distribution Date, plus the amount of any Collateral Minimum Monthly
Interest previously due but not distributed to the Collateral Interest Holder on
a prior Distribution Date, plus the amount of any Collateral Additional Interest
for such Distribution Date and any Collateral Additional Interest previously due
but not distributed to the Collateral Interest Holder on a prior Distribution
Date, shall be distributed to the Collateral Interest Holder;
(g) an amount equal to the Monthly Servicing Fee for such
Distribution Date that has not been paid to the Servicer and any Monthly
Servicing Fee due but not paid to the Servicer on a prior Distribution Date
shall be paid to the Servicer;
23
(h) an amount equal to the Collateral Default Amount, if any,
for such Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(i) an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "Collateral Invested Amount" (but not in excess of the
aggregate amount of such reductions which have not been previously reimbursed)
shall be treated as a portion of Available Principal Collections for such
Distribution Date;
(j) on each Distribution Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve Account
terminates pursuant to subsection 4.12(f), an amount up to the excess, if any,
of the Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account; and
(k) the balance, if any, will be distributed to the Collateral
Interest Holder.
Section 4.08. Reallocated Principal Collections. On each
Distribution Date, the Servicer shall apply, or shall cause the Trustee to
apply, Reallocated Principal Collections with respect to such Distribution Date,
to make the following distributions or deposits in the following order of
priority
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 2004-2 with respect to the related Monthly Period shall be distributed by
the Trustee to fund any deficiency pursuant to and in the priority set forth in
subsections 4.05(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available to the Class B Certificates pursuant to subsections 4.07(c) and (d) on
such Distribution Date shall be applied first to fund any deficiency pursuant to
subsections 4.05(b)(i) and (ii) and then to fund any deficiency pursuant to and
in the priority set forth in subsections 4.07(c) and (d).
All Reallocated Principal Collections with respect to the
Collateral Invested Amount shall be applied prior to applying any such
Reallocated Principal Collections with respect to the Class B Invested Amount.
Only Reallocated Principal Collections with respect to the Collateral Invested
Amount shall be applied pursuant to clause (b) above.
On each Distribution Date, the Collateral Invested Amount
shall be reduced by the amount of Reallocated Principal Collections for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Invested Amount
(after giving effect to any Collateral Charge-Offs for such Distribution Date)
shall be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Collateral Invested Amount would have been reduced below
zero. In the event that the reallocation of Reallocated Principal Collections
would cause the Class B Invested Amount (after giving effect to any Class B
Investor Charge-Offs for such Distribution Date) to be a negative number on any
Distribution Date, Reallocated Principal Collections shall be reallocated on
such Distribution Date in an aggregate amount not to exceed the amount which
would cause the Class B Invested Amount (after giving to any Class B Investor
Charge-Offs for such Distribution Date) to be reduced to zero. References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.
24
Section 4.09. Excess Finance Charge Collections. Series 2004-2
shall be an Excess Allocation Series. Subject to Section 4.05 of the Agreement,
Excess Finance Charge Collections with respect to the Excess Allocation Series
for any Distribution Date will be allocated to Series 2004-2 in an amount equal
to the product of (x) the aggregate amount of Excess Finance Charge Collections
with respect to all the Excess Allocation Series for such Distribution Date and
(y) a fraction, the numerator of which is the Finance Charge Shortfall for
Series 2004-2 for such Distribution Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Excess Allocation
Series for such Distribution Date. The "Finance Charge Shortfall" for Series
2004-2 for any Distribution Date will be equal to the excess, if any, of (a) the
full amount required to be paid, without duplication, pursuant to subsections
4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such
Distribution Date and the full amount required to be paid, without duplication,
pursuant to subsection 3.02(a)(iii) of the Transfer Agreement on the related
Payment Date (as such term is defined in the Transfer Agreement) over (b) the
sum of (i) the Reallocated Investor Finance Charge Collections, (ii) if such
Monthly Period relates to a Distribution Date with respect to the Controlled
Accumulation Period or Early Amortization Period, the amount of Principal
Funding Account Investment Proceeds, if any, with respect to such Distribution
Date and (iii) the amount of funds, if any, to be withdrawn from the Reserve
Account which, pursuant to subsection 4.12(d), are required to be included in
Class A Available Funds with respect to such Distribution Date. The amount of
Excess Finance Charge Collections for Series 2004-2 for any Distribution Date
shall be specified in subsection 3.02(a)(v) of the Transfer Agreement. On each
Distribution Date, the Trustee shall deposit into the Collection Account for
application in accordance with Section 4.05 of the Agreement the aggregate
amount of Excess Finance Charge Collections received by the Trustee pursuant to
the Transfer Agreement on such date.
Section 4.10. Reallocated Investor Finance Charge Collections.
(a) That portion of Group II Investor Finance Charge
Collections for any Distribution Date equal to the amount of Reallocated
Investor Finance Charge Collections for such Distribution Date will be allocated
to Series 2004-2 and will be distributed as set forth in this Supplement.
(b) Reallocated Investor Finance Charge Collections with
respect to any Distribution Date shall equal the sum of (i) the aggregate amount
of Series 2004-2 Monthly Interest, Investor Default Amount, Series 2004-2
Monthly Fees and Series 2004-2 Additional Amounts for such Distribution Date and
(ii) that portion of excess Group II Investor Finance Charge Collections to be
included in Reallocated Investor Finance Charge Collections pursuant to
subsection (c) hereof; provided, however, that if the amount of Group II
Investor Finance Charge Collections for such Distribution Date is less than the
sum of (w) Group II Investor Monthly Interest, (x) Group II Investor Default
Amount, (y) Group II Investor Monthly Fees and (z) Group II Investor Additional
Amounts, then Reallocated Investor Finance Charge Collections shall equal the
sum of the following amounts for such Distribution Date:
(A) The product of (I) Group II Investor Finance
Charge Collections (up to the amount of Group II Investor
Monthly Interest) and (II) a fraction, the numerator of which
is Series 2004-2 Monthly Interest and the denominator of which
is Group II Investor Monthly Interest;
(B) the product of (I) Group II Investor Finance
Charge Collections less the amount of Group II Investor
Monthly Interest (up to the Group II Investor Default Amount)
and (II) a fraction, the numerator of which is the Investor
Default Amount and the denominator of which is the Group II
Investor Default Amount;
(C) the product of (I) Group II Investor Finance
Charge Collections less the amount of Group II Investor
Monthly Interest and the Group II Investor Default Amount (up
to Group II Investor Monthly Fees) and (II) a fraction, the
numerator of which is Series 2004-2 Monthly Fees and the
denominator of which is Group II Investor Monthly Fees; and
25
(D) the product of (I) Group II Investor Finance
Charge Collections less the sum of (i) Group II Investor
Monthly Interest, (ii) the Group II Investor Default Amount
and (iii) Group II Investor Monthly Fees and (II) a fraction,
the numerator of which is Series 2004-2 Additional Amounts and
the denominator of which is Group II Investor Additional
Amounts.
(c) If the amount of Group II Investor Finance Charge
Collections for such Distribution Date exceeds the sum of (i) Group II Investor
Monthly Interest, (ii) Group II Investor Default Amount, (iii) Group II Investor
Monthly Fees and (iv) Group II Investor Additional Amounts, then Reallocated
Investor Finance Charge Collections for such Distribution 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 Invested Amount as of the last day of the second
preceding Monthly Period (or, for Series 2004-2 only, with respect to the first
Distribution Date, as of the Closing Date) and the denominator of which is the
sum of such Invested Amount and the aggregate invested amounts for all other
Series included in Group II as of such last day (or, for Series 2004-2 only,
with respect to the first Distribution Date, as of the Closing Date).
Section 4.11. Shared Principal Collections. Subject to Section
4.04 of the Agreement, Shared Principal Collections for any Distribution Date
will be allocated to Series 2004-2 in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Principal
Sharing Series for such Distribution Date and (y) a fraction, the numerator of
which is the Series 2004-2 Principal Shortfall for such Distribution Date and
the denominator of which is the aggregate amount of Principal Shortfalls for all
the Series which are Principal Sharing Series for such Distribution Date. The
"Series 2004-2 Principal Shortfall" will be equal to (a) for any Distribution
Date with respect to the Revolving Period, zero, (b) for any Distribution Date
with respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount with respect to such Distribution Date over the amount
of Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections), and (c) for any
Distribution Date with respect to the Early Amortization Period, the excess, if
any, of the Invested Amount over the amount of Available Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).
Section 4.12. Reserve Account.
(a) The Servicer shall establish and maintain, in the name of
the Trustee, on behalf of the Trust, for the benefit of the Series 2004-2
Certificateholders, an Eligible Deposit Account (the "Reserve Account") bearing
a designation clearly indicating that the funds deposited therein and the
property credited thereto are held for the benefit of the Series 2004-2
Certificateholders. The Reserve Account shall initially be established with The
Bank of New York. The Trustee shall possess all right, title and interest in all
funds and property from time to time deposited in or credited to the Reserve
Account and in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 2004-2
Certificateholders. If at any time the Reserve Account ceases to be an Eligible
Deposit Account, the Trustee (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 Rating Agency shall consent) establish a new Reserve Account meeting
the conditions specified above as an Eligible Deposit Account, and shall
transfer any cash or any investments to such new Reserve Account. The Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Supplement, and (ii) on
each Distribution Date (from and after the Reserve Account Funding Date) prior
to the termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, subsection
4.07(j).
26
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of the Servicer by the Trustee in Eligible Investments.
Funds on deposit in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such Transfer Date, shall
be invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. No such
Eligible Investment shall be disposed of prior to its maturity; provided,
however, that the 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. On each Distribution Date, all interest and earnings
(net of losses and investment expenses) accrued since the preceding Distribution
Date on funds on deposit in the Reserve Account shall be retained in the Reserve
Account (to the extent that the Available Reserve Account Amount is less than
the Required Reserve Account Amount) and the balance, if any, shall be deposited
in the Collection Account and treated as collections of Finance Charge
Receivables allocable to Series 2004-2. For purposes of determining the
availability of funds or the balance in the Reserve Account for any reason under
this 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 Determination Date preceding each Distribution Date
with respect to the Controlled Accumulation Period and the first Special Payment
Date, the Servicer shall calculate the "Reserve Draw Amount" which shall be
equal to the excess, if any, of the Covered Amount with respect to such
Distribution Date or Special Payment Date over the Principal Funding Account
Investment Proceeds with respect to such Distribution Date or Special Payment
Date; provided, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under subsection
4.07(j) with respect to such Distribution Date or Special Payment Date.
(d) In the event that for any Distribution Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on the
related Transfer Date by the Trustee (acting in accordance with the instructions
of the Servicer), deposited into the Collection Account and included in Class A
Available Funds for such Distribution Date.
(e) In the event that the Reserve Account Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Distribution Date, is greater than
zero, the Trustee, acting in accordance with the written instructions of the
Servicer, shall withdraw from the Reserve Account, and distribute to the
Collateral Interest Holder, an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the day on which the
Invested Amount is paid in full to the Series 2004-2 Certificateholders, (ii) if
the Controlled Accumulation Period has not commenced, the occurrence of a
Pay-Out Event with respect to Series 2004-2, (iii) if the Controlled
Accumulation Period has commenced, the earlier of the first Special Payment Date
and the Expected Final Payment Date and (iv) the termination of the Trust
pursuant to the Agreement, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to
the Class A Certificateholders which are payable from the Reserve Account as
provided herein, shall withdraw from the Reserve Account and pay to the
Collateral Interest Holder all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for purposes
of this Supplement.
Section 4.13. Investment Instructions.
(a) Any investment instructions required to be given to the
Trustee pursuant to the terms hereof must be given to the 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 Trustee receives such investment instruction later than such time,
the Trustee may, but shall have no obligation to, make such investment. In the
event the Trustee is unable to make an investment required in an investment
instruction received by the Trustee after 10:30 a.m. (New York City time) on
such day, such investment shall be made by the Trustee on the next succeeding
Business Day. In no event shall the 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.
27
(b) The Trustee shall hold each Eligible Investment that
constitutes investment property through a securities intermediary, which
securities intermediary shall agree with the Trustee that (i) such investment
property at all times shall be credited to a securities account of the Trustee,
(ii) all property credited to such securities account shall be treated as a
financial asset, (iii) such securities intermediary shall treat the Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (iv) such securities intermediary shall comply with
entitlement orders originated by the Trustee without the further consent of any
other person or entity, (v) such securities intermediary shall not agree with
any person or entity other than the Trustee to comply with entitlement orders
originated by any person or entity other than the Trustee, (vi) such securities
account and all property credited thereto shall not be subject to any lien,
security interest, right of set-off, or encumbrance in favor of such securities
intermediary or anyone claiming through such securities intermediary (other than
the Trustee), (vii) such agreement between such securities intermediary and the
Trustee shall be governed by the laws of the State of New York, and (viii) such
securities intermediary's jurisdiction for purposes of the Uniform Commercial
Code shall be the State of New York. The Trustee shall maintain possession of
each other Eligible Investment in the State of New York, separate and apart from
all other property held by the Trustee. Notwithstanding any other provision of
this Supplement, the Trustee shall not hold any Eligible Investment through an
agent except as expressly permitted by this Section 4.13(b). Each term used in
this Section 4.13(b) and defined in the New York Uniform Commercial Code shall
have the meaning set forth in the New York Uniform Commercial Code.
Section 4.14. Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee will
determine LIBOR for the related Interest Accrual 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 Accrual Period) that appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such date. Upon such
determination, the 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 will 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 Accrual Period). The Servicer will 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 will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that LIBOR Determination Date will 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 Accrual
Period). If the banks selected by the Servicer are not quoting rates as provided
in the immediately preceding sentence, LIBOR for such Interest Accrual Period
will be LIBOR in effect for the immediately preceding Interest Accrual Period.
(b) The Servicer shall determine, and promptly notify the
Transferors and the Trustee of, the Class A Certificate Rate and the Class B
Certificate Rate for the applicable Interest Accrual Period. The Class A
Certificate Rate and Class B Certificate Rate applicable to the then current and
the immediately preceding Interest Accrual Periods may be obtained by any
Investor Certificateholder by telephoning the Trustee at its Corporate Trust
Office at (000) 000-0000.
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(c) On each LIBOR Determination Date prior to 3:00 p.m., New
York City time, the Trustee shall send to the Transferors and the Servicer by
facsimile, notification of LIBOR for the following Interest Accrual Period.
ARTICLE V
Distributions and Reports to
----------------------------
Series 2004-2 Certificateholders
--------------------------------
Section 5.01. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder's pro rata share of the amounts held by the Paying Agent that
are allocated and available on such Distribution Date to pay interest on the
Class A Certificates pursuant to this Supplement.
(b) On each Special Payment Date and on the Expected Final
Payment Date, the Paying Agent shall distribute (in accordance with the
Certificate delivered by the Servicer pursuant to Section 3.04(b) of the
Agreement) to each Class A Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class A
Certificateholder'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 date to pay principal of the Class A Certificates pursuant to
this Supplement up to a maximum amount on any such date equal to the Class A
Invested Amount on such date (unless there has been an optional repurchase of
the Series 2004-2 Certificateholders' Interest pursuant to Section 10.01 of the
Agreement, in which event the foregoing limitation will not apply).
(c) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the Certificate delivered by the Servicer
pursuant to Section 3.04(b) of the Agreement) to each Class B Certificateholder
of record on the related Record Date (other than as provided in Section 12.02 of
the Agreement) such Class B Certificateholder's pro rata share of the amounts
held by the Paying Agent that are allocated and available on such Distribution
Date to pay interest on the Class B Certificates pursuant to this Supplement.
(d) On each Special Payment Date, and on the Expected Final
Payment Date, the Paying Agent shall distribute (in accordance with the
Certificate delivered by the Servicer pursuant to Section 3.04(b) of the
Agreement) to each Class B Certificateholder of record on the related Record
Date (other than as provided in Section 12.02 of the Agreement) such Class B
Certificateholder'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 date to pay principal of the Class B Certificates pursuant to
this Supplement up to a maximum amount on any such date equal to the Class B
Invested Amount on such date (unless there has been an optional repurchase of
the Series 2004-2 Certificateholders' Interest pursuant to Section 10.01 of the
Agreement, in which event the foregoing limitation will not apply).
(e) On each Distribution Date, the Trustee shall distribute to
the Collateral Interest Holder the aggregate amount payable to the Collateral
Interest Holder pursuant to Sections 4.05, 4.07, 4.12, 8.01 and 8.02 to the
Collateral Interest Holder's account, as specified in writing by the Collateral
Interest Holder, in immediately available funds.
(f) The distributions to be made pursuant to this Section 5.01
are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.
29
(g) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 2004-2
Certificateholders hereunder shall be made by check mailed to each Series 2004-2
Certificateholder at such Series 2004-2 Certificateholder's address appearing in
the Certificate Register without presentation or surrender of any Series 2004-2
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 2004-2 Certificates registered in the name of a Clearing
Agency, such distributions shall be made to such Clearing Agency in immediately
available funds.
Section 5.02. Reports and Statements to Series 2004-2
Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of
the Trustee, shall forward to each Series 2004-2 Certificateholder a statement
substantially in the form of Exhibit C to this Supplement prepared by the
Servicer and delivered to the Paying Agent.
(b) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent, the Transferors, each Rating Agency
and the Collateral Interest Holder (i) a statement substantially in the form of
Exhibit C to this Supplement prepared by the Servicer and (ii) a certificate of
a Servicing Officer substantially in the form of Exhibit D.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 2004-2 Certificateholder
or any Certificate Owner thereof by a request in writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 2005, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2004-2 Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 2004-2 Certificateholders, as set forth in
paragraph (a) above aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 2004-2 Certificateholder, 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.
ARTICLE VI
Pay-Out Events
--------------
Section 6.01. Pay-Out Events. If any one of the following
events shall occur with respect to the Series 2004-2 Certificates:
(a) the occurrence of an Insolvency Event relating to any
Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning
of the Investment Company Act;
(c) failure on the part of any Transferor (i) to make any
payment or deposit required by the terms of the Agreement or this Supplement on
or before the date occurring five Business Days after the date such payment or
deposit is required to be made therein or herein or (ii) duly to observe or
perform any other covenants or agreements of the Transferors set forth in the
Agreement or this Supplement, which failure has a material adverse effect on the
Series 2004-2 Certificateholders and which continues unremedied for a period of
60 days after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to such Transferor by the Trustee, or
to the Transferors and the Trustee by any Holder of the Series 2004-2
Certificates;
30
(d) any representation or warranty made by any Transferor in
the Agreement or this Supplement, or any information contained in a computer
file or microfiche list required to be delivered by any Transferor pursuant to
Section 2.01 or subsection 2.08(f) of the Agreement shall prove to have been
incorrect in any material respect when made or when delivered, which continues
to be incorrect in any material respect for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to such Transferor by the Trustee, or to such Transferor
and the Trustee by any Holder of the Series 2004-2 Certificates and as a result
of which the interests of the Series 2004-2 Certificateholders are materially
and adversely affected for such period; provided, however, that a Pay-Out Event
pursuant to this subsection 6.01(d) shall not be deemed to have occurred
hereunder if a Transferor has accepted reassignment of the related Receivable,
or all of such Receivables, if applicable, during such period (or such longer
period not to exceed an additional 60 days as the Trustee may specify) in
accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in
Additional Accounts or Participation Interests to the Trust within five Business
Days after the day on which it is required to convey such Receivables or
Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect
shall occur;
(g) the average Series Adjusted Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount
or the Collateral Invested Amount shall not be paid in full on the Expected
Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the
Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables
Purchase Agreements shall occur between an Account Owner and the related
Transferor;
then, (A) in the case of any event described in subparagraph (c), (d) or (f),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Trustee or the Investor Certificateholders of this Series evidencing
more than 50% of the aggregate unpaid principal amount of the Investor
Certificates of this Series by notice then given in writing to the Transferors
and the Servicer (and to the Trustee if given by the Investor Certificateholders
of this Series) may declare that a Pay-Out Event has occurred with respect to
this Series as of the date of such notice; (B) in the case of any event
described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with
respect to this Series without any notice or other action on the part of the
Trustee or the Investor Certificateholders of this Series immediately upon the
occurrence of such event; and (C) in the case of any event described in
subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to
this Series without any notice or other action on the part of the Trustee or the
Investor Certificateholders of this Series immediately upon the occurrence of
such event (or, in the case of clause (y) below, immediately following the
expiration of the 60-day grace period), but only to the extent that (x) as of
the date of such event, the average of the Monthly Receivables Percentage for
the immediately preceding three Monthly Periods is equal to or greater than 10%
or (y) as of the date of such event, the average of the Monthly Receivables
Percentage for the immediately preceding three Monthly Periods is less than 10%,
and within 60 days following the occurrence of the related Insolvency Event or
Transfer Restriction Event, the aggregate amount of Principal Receivables
outstanding in the Trust does not at least equal the Required Minimum Principal
Balance (without giving effect to Principal Receivables attributable to the
Transferor or the Account Owner with respect to which the Insolvency Event or
the Transfer Restriction Event has occurred).
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ARTICLE VII
Optional Repurchase; Series Termination
---------------------------------------
Section 7.01. Optional Repurchase.
(a) So long as a Transferor is the Servicer or an Affiliate of
the Servicer, on any day occurring on or after the date on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor
shall have the option to purchase the Series 2004-2 Certificateholders'
Interest, at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day. If, on the date on which a Transferor exercises such option, the
long-term unsecured debt obligations of such Transferor purchasing the Series
2004-2 Certificateholders' Interest is not rated at least in the third highest
rating category by the Rating Agency, such Transferor shall deliver to the
Trustee, with a copy to the Rating Agency, an Officer's Certificate of such
Transferor which shall have attached to it the relevant fraudulent conveyance
statute, if any, and set forth the factual basis for a conclusion that the
exercise of such optional repurchase would not constitute a fraudulent
conveyance of such Transferor.
(b) The Transferors shall give the Servicer and the Trustee at
least 30 days prior written notice of the date on which the Transferors intend
to exercise such purchase option. Not later than 12:00 noon, New York City time,
on such day the Transferors shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Following the deposit of
the Reassignment Amount into the Collection Amount in accordance with the
foregoing, the Invested Amount for Series 2004-2 shall be reduced to zero and
the Series 2004-2 Certificateholders shall have no further interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 8.01(b).
Section 7.02. Series Termination.
(a) If, on the October 2016 Distribution Date, the Invested
Amount (after giving effect to all changes therein on such date) would be
greater than zero, the Servicer, on behalf of the Trustee, shall, within the
40-day period which begins on such Distribution Date, solicit bids for the sale
of Principal Receivables and the related Finance Charge Receivables (or
interests therein) in an amount equal to the Invested Amount at the close of
business on the last day of the Monthly Period preceding the Series 2004-2
Termination Date (after giving effect to all distributions required to be made
on the Series 2004-2 Termination Date, except pursuant to this Section 7.02).
Such bids shall require that such sale shall (subject to subsection 7.02(b))
occur on the Series 2004-2 Termination Date. No Transferor, any Affiliate
thereof, any agent thereof or any other party consolidated with such Transferor
for purposes of United States generally accepted accounting principles shall be
entitled to participate in such bidding process or to purchase the Receivables;
provided, however, that, to the extent the Collateral Interest Holder is not a
Transferor, an Affiliate thereof, an agent thereof or any other party
consolidated with a Transferor for purposes of United States generally accepted
accounting principles, the Collateral Interest Holder may participate in such
bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series 2004-2 Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such sale
shall be treated as Collections on the Receivables allocated to the Series
2004-2 Certificateholders pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively the amount of
such proceeds which are allocable to Finance Charge Receivables and the amount
of such proceeds which are allocable to Principal Receivables. During the period
from the October 2016 Distribution Date to the Series 2004-2 Termination Date,
the Servicer shall continue to collect payments on the Receivables and allocate
and deposit such Collections in accordance with the provisions of the Agreement
and the Supplements.
32
ARTICLE VIII
Final Distributions
-------------------
Section 8.01. Sale of Receivables or Certificateholders'
Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or
7.02 of this Supplement.
(a) (i) The amount to be paid by the Transferors with respect
to Series 2004-2 in connection with a reassignment of
Receivables to the Transferors pursuant to Section 2.06 of the
Agreement shall equal the Reassignment Amount for the first
Distribution Date following the Monthly Period in which the
reassignment obligation arises under the Agreement.
(ii) The amount to be paid by the Transferors with
respect to Series 2004-2 in connection with a repurchase of
the Certificateholders' Interest pursuant to Section 10.01 of
the Agreement shall equal the sum of (x) the Reassignment
Amount for the Distribution Date of such repurchase and (y)
the sum of (A) the excess, if any, of (I) a price equivalent
to the average of bids quoted on the Record Date preceding the
date of repurchase or, if not a Business Day, on the next
succeeding Business Day by at least two recognized dealers
selected by the Trustee for the purchase by such dealers of a
security which is similar to the Class A Certificates with a
remaining maturity approximately equal to the remaining
maturity of the Class A Certificates and rated by each Rating
Agency in the rating category originally assigned to the Class
A Certificates over (II) the portion of the Reassignment
Amount attributable to the Class A Certificates and (B) the
excess, if any, of (I) a price equivalent to the average of
bids quoted on such Record Date, or if not a Business Day, on
the next succeeding Business Day by at least two recognized
dealers selected by the Trustee for the purchase by such
dealers of a security which is similar to the Class B
Certificates with a remaining maturity approximately equal to
the remaining maturity of the Class B Certificates and rated
by each Rating Agency in the rating category originally
assigned to the Class B Certificates over (II) the portion of
the Reassignment Amount attributable to the Class B
Certificates.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series 2004-2 Certificateholders' Interest deposited into the Collection Account
pursuant to Section 7.02, the Trustee shall, in accordance with the written
direction of the Servicer, not later than 12:00 noon, New York City time, on the
related Distribution Date, make deposits or distributions of the following
amounts (in the priority set forth below and, in each case after giving effect
to any deposits and distributions otherwise to be made on such date) in
immediately available funds: (i) (x) the Class A Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (iii) the balance, if any, will be distributed to the
Collateral Interest Holder.
33
(c) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to subsection 8.01(b) for payment to the Series 2004-2
Certificateholders shall be deemed distributed in full to the Series 2004-2
Certificateholders on the date on which such funds are distributed to the Paying
Agent pursuant to this Section and shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement.
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables pursuant to Section 9.01 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to subsection 9.01(b) of the
Agreement, the Trustee shall in accordance with the written direction of the
Servicer (in the following priority and, in each case, after giving effect to
any deposits and distributions otherwise to be made on such Distribution Date)
(i) deduct an amount equal to the Class A Invested Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Series 2004-2
Allocable Principal Collections and distribute such amount to the Paying Agent
for payment to the Class A Certificateholders, provided that the amount of such
distribution shall not exceed the product of (x) the portion of the Insolvency
Proceeds allocated to Series 2004-2 Allocable Principal Collections and (y) the
Principal Allocation Percentage with respect to the related Monthly Period, (ii)
deduct an amount equal to the Class B Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Series 2004-2 Allocable
Principal Collections and distribute such amount to the Paying Agent for payment
to the Class B Certificateholders, provided that the amount of such distribution
shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Series 2004-2 Allocable Principal Collections and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence
and (iii) distribute the remaining amount of the Insolvency Proceeds to the
Collateral Interest Holder.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall in accordance with the written direction of
the Servicer (in the following priority and, in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for
such Distribution Date, (x) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior Distribution Date and
(y) the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not distributed to
the Class A Certificateholders on a prior Distribution Date from the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables
and distribute such amount to the Paying Agent for payment to the Class A
Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Series 2004-2 Allocable Finance Charge Collections, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class A
Floating Percentage with respect to such Monthly Period and (ii) deduct an
amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders on a prior Distribution Date and (y) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date from the portion of the
Insolvency Proceeds allocated to Series 2004-2 Allocable Finance Charge
Collections and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed the product of (x) the portion of the Insolvency Proceeds allocated
to Series 2004-2 Allocable Finance Charge Collections, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class B Floating Percentage with respect to such Monthly Period. To the extent
that the product of (A) the portion of the Insolvency Proceeds allocated to
Series 2004-2 Allocable Finance Charge Collections and (B) the Floating
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be distributed to the Collateral Interest Holder.
34
(c) Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to this Section for payment to the Series 2004-2 Certificateholders
shall be distributed in full to the Series 2004-2 Certificateholders on the date
on which funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
ARTICLE IX
Miscellaneous Provisions
------------------------
Section 9.01. Ratification of Agreement. As supplemented by
this Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 9.02. Counterparts. This Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 9.03. Governing Law. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 9.04. [Reserved].
Section 9.05. [Reserved].
Section 9.06. Uncertificated Securities. The Collateral
Interest shall be delivered in uncertificated form.
Section 9.07. Transfers of the Collateral Interest.
(a) Unless otherwise consented to by the Transferors, no
portion of the Collateral Interest or any interest therein may be sold,
conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise
transferred (each, a "Transfer") except in accordance with this Section 9.07 and
only to a Permitted Assignee. Any attempted or purported transfer, assignment,
exchange, conveyance, pledge, hypothecation or grant other than to a Permitted
Assignee shall be void. Unless otherwise consented to by the Transferors, no
portion of the Collateral Interest or any interest therein may be Transferred to
any Person (each such Person acquiring the Collateral Interest or any interest
therein, an "Assignee") unless such Assignee shall have executed and delivered
to the Transferors on or before the effective date of any Transfer a letter
substantially in the form attached hereto as Exhibit E (an "Investment Letter"),
executed by such Assignee, with respect to the related Transfer to such Assignee
of all or a portion of the Collateral Interest.
35
(b) Each Assignee will certify that the Collateral Interest or
the interest therein purchased by such Assignee will be acquired for investment
only and not with a view to any public distribution thereof, and that such
Assignee will not offer to sell or otherwise dispose of the Collateral Interest
or any interest therein so acquired by it in violation of any of the
registration requirements of the Securities Act, or any applicable state or
other securities laws. Each Assignee will acknowledge and agree that (i) it has
no right to require the Transferors to register under the Securities Act or any
other securities law the Collateral Interest or the interest therein to be
acquired by the Assignee and (ii) the sale of the Collateral Interest is not
being made by means of the prospectus prepared in connection with the sale of
the Series 2004-2 Certificates. Each Assignee will agree with the Transferors
that: (a) such Assignee will deliver to the Transferors an Investment Letter and
(b) all of the statements made by such Assignee in its Investment Letter shall
be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that it is not, (a)
an "employee benefit plan" (as defined in Section 3(3) of ERISA), including
governmental plans and church plans, (b) any "plan" (as defined in Section
4975(e)(1) of the Code) including individual retirement accounts and Xxxxx
plans, or (c) any other entity whose underlying assets include "plan assets"
(within the meaning of U.S. Department of Labor Regulation Section 2510.3-101,
29 C.F.R. ss. 2510.3-101 oR otherwise under ERISA) by reason of a plan's
investment in the entity, including, without limitation, an insurance company
general account.
[The signature page follows this page.]
36
IN WITNESS WHEREOF, the undersigned have caused this
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
as a Transferor
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
as a Transferor
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Treasurer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
as a Transferor
By: /s/ Xxx Xxxxx
-------------------------------------------
Name: Xxx Xxxxx
Title: President
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as the Servicer
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
[Signature page - Series 2004-2 Supplement]
FORM OF CLASS A CERTIFICATE EXHIBIT A-1
--------------------------- -----------
REGISTERED $__________(1)/
No. R-__________ CUSIP No. 02582J CU 2
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC, American Express Receivables
Financing Corporation IV LLC or their agent for registration of transfer,
exchange or payment, and any certificate 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.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The May 2014 Distribution Date
Each $1,000 minimum denomination represents a
1/334,000ths undivided interest
in Class A of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2004-2
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of credit and charge
accounts serviced by
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of American Express Travel Related
Services Company, Inc., American Express Centurion Bank, American Express Bank,
FSB, American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC, American Express Receivables
Financing Corporation IV LLC or any of their respective affiliates)
-----------------
(1) / Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
of May 16, 1996, as amended and restated as of April 16, 2004 (as amended and
restated and as otherwise amended and supplemented, the "Agreement"), as
supplemented by the Series 2004-2 Supplement, dated as of June 2, 2004 (as
amended and supplemented, the "Supplement"), among American Express Receivables
Financing Corporation II, American Express Receivables Financing Corporation III
LLC and American Express Receivables Financing Corporation IV LLC, as
transferors (together, the "Transferors"), American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account and any other Series Accounts
and (v) all other assets and interests constituting the Trust. The Holder of
this Certificate is entitled to the benefits of the subordination of the Class B
Certificates and the Collateral Interest to the extent provided in the
Supplement. Although a summary of certain provisions of the Agreement and the
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Supplement and reference is made to
the Agreement and the Supplement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of the Agreement and the
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Supplement, as applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class A Certificateholder by virtue of the acceptance hereof assents and is
bound.
It is the intent of the Transferors and the Class A
Certificateholder that, for federal, state and local income and franchise tax
purposes, the Class A Certificates will qualify as indebtedness of the
Transferors secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A Certificate
for federal, state and local income and franchise tax purposes as debt of the
Transferors.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the May 2014 Distribution Date, but principal with respect to
the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class A Certificates will occur later than the Expected Final
Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
A-1-2
IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II
By:
-----------------------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION III LLC
By:
-----------------------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION IV LLC
By:
-----------------------------------------
Name:
Title:
Dated: [___________]
A-1-3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master Trust Series 2004-2
Class A Certificates described in the within-mentioned Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
--------------------------------------
Authorized Signatory
or
By:
--------------------------------------
as Authenticating Agent
for the Trustee
By:
--------------------------------------
Authorized Signatory
A-1-4
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled American Express Credit
Account Master Trust, Series 2004-2 (the "Series 2004-2 Certificates"), and one
of a class thereof entitled Class A Series 2004-2 Floating Rate Asset Backed
Certificates (the "Class A Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of the
Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class A Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class A Invested Amount at
such time. The Class A Initial Invested Amount is $334,000,000. The Class A
Invested Amount on any date will be an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class A Certificateholder on or prior to such date, minus (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.07(b) of the Supplement prior to such date.
Subject to the terms and conditions of the Agreement, the
Transferors may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account
and Principal Funding Account) as are payable to the Class A Certificateholder
pursuant to the Agreement and the Supplement. Distributions with respect to this
Class A Certificate will be made by the Paying Agent by check mailed to the
address of the Class A Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class A Certificate or
the making of any notation thereon (except for the final distribution in respect
of this Class A Certificate) except that with respect to Class A Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available funds.
Final payment of this Class A Certificate will be made only upon presentation
and surrender of this Class A Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Series 2004-2
Certificateholders in accordance with the Agreement and the Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Transferors
have the option to repurchase the Series 2004-2 Certificateholders' Interest in
the Trust. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day. Following the deposit of the Reassignment
Amount in the Collection Account, Series 2004-2 Certificateholders will not have
any interest in the Receivables and the Series 2004-2 Certificates will
represent only the right to receive such Reassignment Amount.
A-1-5
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE TRANSFERORS OR THE SERVICER 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. THIS CLASS A
CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT
TO THE RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET
FORTH HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate fractional, undivided interests
as requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Transferors, the Trustee, the Paying Agent
and the Transfer Agent and Registrar and any agent of any of them, may treat the
person in whose name this Class A Certificate is registered as the owner hereof
for all purposes, and none of the Servicer, the Transferors, the Trustee, the
Paying Agent, the Transfer Agent and Registrar, or any agent of any of them,
shall be affected by notice to the contrary except in certain circumstances
described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-1-6
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 Certificate in
every particular, without alteration, enlargement or any change whatsoever.
A-1-7
FORM OF CLASS B CERTIFICATE EXHIBIT A-2
--------------------------- -----------
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS
INVESTING ASSETS OF A BENEFIT PLAN (AS DEFINED BELOW) OR AN INDIVIDUAL
RETIREMENT ACCOUNT OTHER THAN BY INSURANCE COMPANIES INVESTING ASSETS SOLELY OF
THEIR GENERAL ACCOUNTS.
REGISTERED $_________ (3)/
No. R-______________ CUSIP No. 02582J CV 0
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC, American Express Receivables
Financing Corporation IV LLC or their agent for registration of transfer,
exchange or payment, and any certificate 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.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The May 2014 Distribution Date
Each $1,000 minimum denomination represents a
1/30,000ths undivided interest
in Class B of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2004-2
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of credit and charge
accounts serviced by
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of American Express Travel Related
Services Company, Inc., American Express Centurion Bank, American Express Bank,
FSB, American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC, American Express Receivables
Financing Corporation IV LLC or any of their respective affiliates)
-------------
(3) / Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of May 16, 1996, as amended and restated as of April 16, 2004 (as
amended and restated and otherwise amended and supplemented, the "Agreement"),
as supplemented by the Series 2004-2 Supplement, dated as of June 2, 2004 (as
amended and supplemented, the "Supplement"), among American Express Receivables
Financing Corporation II, American Express Receivables Financing Corporation III
LLC and American Express Receivables Financing Corporation IV LLC, as
transferors (together, the "Transferors"), American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account, and any other Series Accounts
and (v) all other assets and interests constituting the Trust. Although a
summary of certain provisions of the Agreement and the Supplement is set forth
below and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class B Certificate does not purport to summarize the Agreement and
the Supplement and reference is made to the Agreement and the Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Supplement (without schedules) may
be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement or the Supplement, as applicable.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class B Certificateholder by virtue of the acceptance hereof assents and is
bound.
No Class B Certificate may be acquired by or for the account
of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or an entity whose underlying assets
include plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"), unless (i) such acquirer or holder is an insurance company, (ii) the
source of funds used to acquire or hold such Certificate (or interest therein)
is an "insurance company general account" (as defined in U.S. Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. By
acquiring any interest in this Class B Certificate, each applicable Certificate
Owner shall be deemed to have represented and warranted either (i) that it is
not a Benefit Plan and is not acting for the account of any Benefit Plan or (ii)
that (1) it is an insurance company, (2) the source of funds used to acquire or
hold an interest in such Certificate is an "insurance company general account"
(as such term is defined in PTCE 95-60), and (3) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.
THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED
IN THE SUPPLEMENT.
A-2-2
It is the intent of the Transferors and the Class B
Certificateholder that, for federal, state and local income and franchise tax
purposes, the Class B Certificates will qualify as indebtedness of the
Transferors secured by the Receivables. The Class B Certificateholder, by the
acceptance of this Class B Certificate, agrees to treat this Class B Certificate
for federal, state and local income and franchise tax purposes as debt of the
Transferors.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less than
the unpaid principal balance of the Class B Certificates. The Expected Final
Payment Date is the May 2014 Distribution Date, but principal with respect to
the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class B Certificates will occur later than the Expected Final
Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Agreement or the
Supplement or be valid for any purpose.
A-2-3
IN WITNESS WHEREOF, the Transferors have caused this Class B
Certificate to be duly executed.
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II
By:
------------------------------------
Name
Title:
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION III LLC
By:
------------------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION IV LLC
By:
------------------------------------
Name:
Title:
Dated: [____________]
A-2-4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the American Express Credit Account Master
Trust Series 2004-2 Class B Certificates described in the within mentioned
Agreement and Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
-----------------------------------
Authorized Signatory
or
By:
-----------------------------------
as Authenticating Agent
for the Trustee
By:
-----------------------------------
Authorized Signatory
A-2-5
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
cardmembers as cash advances and Finance Charge Receivables. This Class B
Certificate is one of a Series of Certificates entitled American Express Credit
Account Master Trust, Series 2004-2 (the "Series 2004-2 Certificates"), and one
of a class thereof entitled Class B Series 2004-2 Floating Rate Asset Backed
Certificates (the "Class B Certificates"), each of which represents a
fractional, undivided interest in certain assets of the Trust. The assets of the
Trust are allocated in part to the investor certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Holders of the Transferor Certificates. The aggregate interest
represented by the Class B Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class B Invested Amount at
such time. The Class B Initial Invested Amount is $30,000,000. The Class B
Invested Amount on any date will be an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class B Certificateholder on or prior to such date, minus (c) the excess, if
any, of the aggregate amount of Class B Investor Charge-Offs for all prior
Distribution Dates over Class B Investor Charge-Offs reimbursed, minus (d) the
amount of Reallocated Principal Collections allocated on all prior Distribution
Dates pursuant to subsection 4.08(a) of the Supplement (excluding any
Reallocated Principal Collections that have resulted in a reduction in the
Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal
to the amount by which the Class B Invested Amount has been reduced to cover the
Class A Investor Default Amount on all prior Distribution Dates, and plus (f)
the amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 2004-2 and applied on all prior Distribution Dates for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below
zero.
Subject to the terms and conditions of the Agreement, the
Transferors may, from time to time, direct the Trustee, on behalf of the Trust,
to issue one or more new Series of Investor Certificates, which will represent
fractional, undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class B Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account
and Principal Funding Account) as are payable to the Class B Certificateholder
pursuant to the Agreement and the Supplement. Distributions with respect to this
Class B Certificate will be made by the Paying Agent by check mailed to the
address of the Class B Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class B Certificate or
the making of any notation thereon (except for the final distribution in respect
of this Class B Certificate) except that with respect to Class B Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available funds.
Final payment of this Class B Certificate will be made only upon presentation
and surrender of this Class B Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Series 2004-2
Certificateholders in accordance with the Agreement and the Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Transferors
have the option to repurchase the Series 2004-2 Certificateholders' Interest in
the Trust. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Series 2004-2 Certificateholders
will not have any interest in the Receivables and the Series 2004-2 Certificates
will represent only the right to receive such Reassignment Amount.
A-2-6
THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE TRANSFERORS OR THE SERVICER 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. THIS CLASS B
CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT
TO THE RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET
FORTH HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class B Certificateholder or
such Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class B Certificates are exchangeable for new
Class B Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Transferors, the Trustee, the Paying Agent
and the Transfer Agent and Registrar and any agent of any of them, may treat the
person in whose name this Class B Certificate is registered as the owner hereof
for all purposes, and none of the Servicer, the Transferors, the Trustee, the
Paying Agent, the Transfer Agent and Registrar, or any agent of any of them,
shall be affected by notice to the contrary except in certain circumstances
described in the Agreement.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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 Certificate in
every particular, without alteration, enlargement or any change whatsoever.
A-2-8
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
------------------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
------------------------
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc. ("TRS"), as Servicer pursuant to
the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and
restated as of April 16, 2004 (as amended and restated and as otherwise amended
and supplemented, the "Pooling and Servicing Agreement"), among TRS, American
Express Receivables Financing Corporation II, American Express Receivables
Financing Corporation III LLC and American Express Receivables Financing
Corporation IV LLC, as transferors (together, the "Transferors"), and The Bank
of New York, as trustee (the "Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement or the
Series 2004-2 Supplement, dated as of June 2, 2004, among TRS, the Transferors
and the Trustee (as amended and supplemented, the "Supplement"), as applicable.
2. TRS is the Servicer.
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to subsections 4.05(a), (b) and (c), the Servicer
does hereby instruct the Trustee (i) to make withdrawals from the Collection
Account on _____________, _____, which date is a Distribution Date under the
Supplement, in the aggregate amounts (equal to the Class A Available Funds,
Class B Available Funds and Collateral Available Funds, respectively) as set
forth below in respect of the following amounts and (ii) to apply the proceeds
of such withdrawals in accordance with subsections 4.05(a), (b) and (c):
With respect to the Class A Certificates,
A) Pursuant to subsection 4.05(a)(i):
(1) Interest at the Class A Certificate Rate for the
related Interest Accrual Period on the Class A
Invested Amount....................................$________
(2) Class A Monthly Interest previously
due but not paid...................................$________
B-1
(3) Class A Additional Interest and any Class A
Additional Interest due but not paid...............$________
B) Pursuant to subsection 4.05(a)(ii):
(1) The Class A Servicing Fee for the preceding Monthly
Period, if applicable..............................$________
(2) Accrued and unpaid Class A Servicing Fees, if
applicable.........................................$________
C) Pursuant to subsection 4.05(a)(iii):
(1) Class A Investor Default Amount for the preceding
Monthly Period.....................................$________
With respect to the Class B Certificates,
A) Pursuant to subsection 4.05(b)(i):
(1) Interest at the Class B Certificate Rate for the
related Interest Accrual Period on the Class B
Invested Amount....................................$________
(2) Class B Monthly Interest previously due but not
paid...............................................$________
(3) Class B Additional Interest and any Class B
Additional Interest previously due but not
paid...............................................$________
B) Pursuant to subsection 4.05(b)(ii):
(1) The Class B Servicing Fee for the preceding Monthly
Period, if applicable..............................$________
(2) Accrued and unpaid Class B Servicing Fees, if
applicable.........................................$________
With respect to the Collateral Interest
A) Pursuant to subsection 4.05(c)(i):
(1) The Collateral Servicing Fee for the preceding
Monthly Period, if applicable......................$________
(2) Accrued and unpaid Collateral Servicing Fees, if
applicable.........................................$________
Pursuant to subsections 4.05(d), (e) and (f), the Servicer
hereby instructs the Trustee (i) to make withdrawals from the Collection Account
on , which date is a Distribution Date under the Supplement, in the aggregate
amounts (equal to the Available Principal Collections) as set forth below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(d), (e) and (f):
B-2
A) Pursuant to subsection 4.05(d):
(1) Amount to be treated as Shared Principal
Collections........................................$________
B) Pursuant to subsection 4.05(e):
(1) The lesser of the Controlled Deposit Amount and the
sum of the Class A Adjusted Invested Amount and the
Class B Adjusted Invested Amount deposited in the
Principal Funding Account..........................$________
(2) After the Class B Invested Amount is paid in full,
the amount paid to the Collateral Interest Holder
(up to the Collateral Invested Amount).............$________
(3) Prior to the date the Class B Invested Amount is
paid in full, amount to be treated as Shared
Principal Collections..............................$________
C) Pursuant to subsection 4.05(f):
(1) An amount up to the Class A Adjusted Invested
Amount deposited in the Principal Funding
Account............................................$________
(2) On and after the Distribution Date on which the
Class A Invested Amount is paid in full, an amount
up to the Class B Invested Amount deposited in the
Principal Funding Account..........................$________
(3) On and after the Distribution Date on which the
Class B Invested Amount is paid in full, an amount
up to the Collateral Invested Amount distributed to
the Collateral Interest Holder .....................$________
Pursuant to Section 4.07, the Servicer does hereby instruct
the Trustee to apply on _____________, which is a Distribution Date under the
Supplement, any Excess Spread and Excess Finance Charge Collections allocated to
Series 2004-2 as follows:
A) Pursuant to subsection 4.07(a):
Class A Required Amount applied in the priority set forth in
subsections 4.05(a)(i), (ii) and (iii)......................$________
B) Pursuant to subsection 4.07(b):
B-3
Aggregate amount of Class A Investor Charge-Offs not
previously reimbursed allocated to Available Principal
Collections.................................................$________
C) Pursuant to subsection 4.07(c):
Class B Required Amount applied in the priority set forth in
subsections 4.05(b)(i)......................................$________
D) Pursuant to subsection 4.07(d):
Interest accrued on aggregate outstanding principal balance
of the Class B Certificates not otherwise distributed to
Class B Certificateholders pursuant to Section 4.07(c)......$________
E) Pursuant to subsection 4.07(d):
Amount (up to the Class B Investor Default) to be applied as
Available Principal Collections.............................$________
F) Pursuant to subsection 4.07(e):
The amount by which the "Class B Invested Amount" has been
reduced pursuant to clauses (c), (d) and (e) of the
definition thereof allocated to Available Principal
Collections.................................................$________
G) Pursuant to subsection 4.07(f):
(1) Collateral Minimum Monthly Interest................$________
(2) Collateral Minimum Monthly Interest
previously due but not paid........................$________
(3) Collateral Additional Interest and any Collateral
Additional Interest previously due and not
paid...............................................$________
H) Pursuant to subsection 4.07(g):
Monthly Servicing Fee for such Distribution Date that has
not been paid to the Servicer and any Monthly Servicing Fee
previously due but not paid to the Servicer.................$________
I) Pursuant to subsection 4.07(h):
Collateral Default Amount allocated to Available Principal
Collections.................................................$________
J) Pursuant to subsection 4.07(i):
B-4
The amount by which the "Collateral Invested Amount" has
been reduced pursuant to clauses (c), (d) and (e) of the
definition thereof allocated to Available Principal
Collections.................................................$________
K) Pursuant to subsection 4.07(j):
The excess of the Required Reserve Account Amount over the
Available Reserve Amount deposited into the Reserve
Account.....................................................$________
L) Pursuant to subsection 4.07(k):
Amount distributed to the Collateral Interest Holder........$________
Pursuant to Section 4.08, the Servicer does hereby instruct
the Trustee to apply on __________, which is a Distribution Date under the
Pooling and Servicing Agreement, $ of Reallocated Principal Collections to fund
any deficiencies in the Required Amount after applying Class A Available Funds,
Class B Available Funds, Excess Spread and Excess Finance Charge Collections
thereto.
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.01 of the Series Supplement, the
Servicer does hereby instruct the Trustee to pay in accordance with Section 5.01
from the Interest Funding Account or the Principal Funding Account, as
applicable, on _____________________, which date is a Payment Date under the
Supplement, the following amounts as set forth below:
A) Pursuant to subsection 5.01(a):
Interest to be distributed to Class A
Certificateholders..........................................$________
B) Pursuant to subsection 5.01(b):
On the Expected Final Payment Date or a Special Payment
Date, principal to be distributed to the Class A
Certificateholders..........................................$________
C) Pursuant to subsection 5.01(c):
Interest to be distributed to Class B Certificateholders....$________
D) Pursuant to subsection 5.01(d):
On the Expected Final Payment Date or a Special Payment
Date, on or after the date Class A Invested Amount is paid
in full, principal to be distributed to the Class B
Certificateholders..........................................$________
E) Pursuant to subsection 5.01(e):
B-5
Aggregate amount to be distributed to the Collateral
Interest Holder.............................................$________
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be
made in accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current calendar month.
1. Subsection 4.06(a):
The aggregate amount of all unreimbursed Class A Investor
Charge-Offs.................................................$________
2. Subsection 4.06(a), (b) and 4.08(a):
The aggregate amount by which the "Class B Invested Amount"
has been reduced pursuant to clauses (c), (d) and (e) of the
definition thereof..........................................$________
3. Subsection 4.06(a), (b), (c) and 4.08(a) and (b):
The aggregate amount by which the "Collateral Invested
Amount" has been reduced pursuant to clauses (c), (d) and
(e) of the definition thereof...............................$________
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this __ day of ____________, _____.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By:
-----------------------------------------
Name:
Title:
B-6
EXHIBIT C
FORM OF MONTHLY STATEMENT
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
Pursuant to the Pooling and Servicing Agreement, dated as of
May 16, 1996, as amended and restated as of April 16, 2004 (hereinafter as such
agreement may have been or may be from time to time, amended or otherwise
modified, the "Pooling and Servicing Agreement"), among American Express Travel
Related Services Company, Inc. ("TRS"), as Servicer, American Express
Receivables Financing Corporation II, American Express Receivables Financing
Corporation III LLC and American Express Receivables Financing Corporation IV
LLC, as transferors (together, the "Transferors"), and The Bank of New York, as
trustee (the "Trustee"), as supplemented by the Series 2004-2 Supplement, dated
as of June 2, 2004 (the "Supplement"), among TRS, the Transferors and the
Trustee, TRS, as Servicer is required to prepare certain information each month
regarding current distributions to the Series 2004-2 Certificateholders and the
performance of the American Express Credit Account Master Trust (the "Trust")
during the previous month. The information which is required to be prepared with
respect to the Distribution 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 original principal
amount of $1,000 per Series 2004-2 Certificate (a "Certificate"). 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 Pooling and Servicing Agreement and the Supplement.
A) Information regarding distributions in respect of the Class
A Certificates per $1,000 original certificate principal
amount
(1) The total amount of the distribution in respect
of Class A Certificates, per $1,000 original
certificate principal amount.......................$________
(2) The amount of the distribution set forth in
paragraph 1 above in respect of interest on the
Class A Certificates, per $1,000 original
certificate principal amount.......................$________
(3) The amount of the distribution set forth in
paragraph 1 above in respect of principal of the
Class A Certificates, per $1,000 original
certificate principal amount.......................$________
B) Class A Investor Charge Offs and Reimbursement of Charge Offs
(1) The amount of Class A Investor Charge
Offs...............................................$________
(2) The amount of Class A Investor Charge Offs set
forth in paragraph 1 above, per $1,000 original
certificate principal amount.......................$________
C-1
(3) The total amount reimbursed in respect of Class A
Investor Charge Offs...............................$________
(4) The amount set forth in paragraph 3 above, per
$1,000 original certificate principal amount.......$________
(5) The amount, if any, by which the outstanding
principal balance of the Class A Certificates
exceeds the Class A Invested Amount after giving
effect to all transactions on such Distribution
Date...............................................$________
C) Information regarding distributions in respect of the Class
B Certificates, per $1,000 original certificate principal
amount
(1) The total amount of the distribution in respect
of Class B Certificates, per $1,000 original
certificate principal amount.......................$________
(2) The amount of the distribution set forth in
paragraph 1 above in respect of interest on the
Class B Certificates, per $1,000 original
certificate principal amount.......................$________
(3) The amount of the distribution set forth in
paragraph 1 above in respect of principal of the
Class B Certificates, per $1,000 original
certificate principal amount.......................$________
D) Amount of reductions in Class B Invested Amount pursuant to
clauses (c), (d), and (e) of the definition of Class B
Invested Amount
(1) The amount of reductions in Class B Invested
Amount pursuant to clauses (c), (d) and (e) of
the definition of Class B Invested Amount..........$________
(2) The amount of the reductions in the Class B
Invested Amount set forth in paragraph 1 above,
per $1,000 original certificate principal
amount.............................................$________
(3) The total amount reimbursed in respect of such
reductions in the Class B Invested Amount..........$________
(4) The amount set forth in paragraph 3 above, per
$1,000 original certificate principal amount.......$________
C-2
(5) The amount, if any, by which the outstanding
principal balance of the Class B Certificates
exceeds the Class B Invested Amount after giving
effect to all transactions on such Distribution
Date...............................................$________
E) Information regarding certain distributions to the
Collateral Interest Holder
(1) The amount distributed to the Collateral Interest
Holder in respect of interest on the Collateral
Invested Amount....................................$________
(2) The amount distributed to the Collateral Interest
Holder in respect of principal on the Collateral
Invested Amount....................................$________
F) Amount of reductions in Collateral Invested Amount pursuant
to clauses (c), (d), and (e) of the definition of Collateral
Invested Amount
(1) The amount of reductions in the Collateral
Invested Amount pursuant to clauses (c), (d) and
(e) of the definition of Collateral Invested
Amount.............................................$________
(2) The total amount reimbursed in respect of such
reductions in the Collateral Invested
Amount.............................................$________
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By:
----------------------------------------
Name:
Title:
C-3
RECEIVABLES --
Beginning of the Month Principal Receivables: $_________
Beginning of the Month Finance Charge Receivables: $_________
Beginning of the Month Discounted Receivables: $_________
Beginning of the Month Premium Receivables: $_________
Beginning of the Month Total Receivables: $_________
Removed Principal Receivables: $_________
Removed Finance Charge Receivables: $_________
Removed Total Receivables: $_________
Additional Principal Receivables: $_________
Additional Finance Charge Receivables: $_________
Additional Total Receivables: $_________
Discounted Receivables Generated this Period: $_________
Premium Receivables Generated this Period: $_________
End of the Month Principal Receivables: $_________
End of the Month Finance Charge Receivables: $_________
End of the Month Discounted Receivables: $_________
End of the Month Premium Receivables: $_________
End of the Month Total Receivables: $_________
Special Funding Account Balance: $_________
Aggregate Invested Amount (all Master Trust Series): $_________
End of the Month Transferor Amount: $_________
DELINQUENCIES AND LOSSES --
End of the Month Delinquencies: RECEIVABLES
-----------
30-59 Days Delinquent $_________
60-89 Days Delinquent $_________
90+ Days Delinquent $_________
C-4
Total 30+ Days Delinquent $_________
Defaulted Accounts During the Month: $_________
INVESTED AMOUNTS --
Class A Initial Invested Amount $334,000,000
$30,000,000
Class B Initial Invested Amount
$36,000,000
Collateral Initial Invested Amount
INITIAL INVESTED AMOUNT $400,000,000
Class A Invested Amount $__________
Class B Invested Amount $__________
Collateral Invested Amount $__________
INVESTED AMOUNT $_________
Class A Adjusted Invested Amount $_________
Class B Adjusted Invested Amount $_________
ADJUSTED INVESTED AMOUNT $_________
MONTHLY SERVICING FEE $_________
INVESTOR DEFAULT AMOUNT $_________
GROUP II INFORMATION
WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES IN
GROUP II $_________
GROUP II INVESTOR FINANCE CHARGE COLLECTIONS $_________
GROUP II INVESTOR ADDITIONAL AMOUNTS $_________
GROUP II INVESTOR DEFAULT AMOUNT $_________
GROUP II INVESTOR MONTHLY FEES $_________
GROUP II INVESTOR MONTHLY INTEREST $_________
C-5
SERIES 2004-2 INFORMATION
SERIES 2004-2 ALLOCATION PERCENTAGE _________%
SERIES 2004-2 ALLOCABLE FINANCE CHARGE COLLECTIONS $_________
SERIES 2004-2 ADDITIONAL AMOUNTS $_________
SERIES 2004-2 ALLOCABLE DEFAULTED AMOUNT $_________
SERIES 2004-2 MONTHLY FEES $_________
SERIES 2004-2 ALLOCABLE PRINCIPAL COLLECTIONS $_________
SERIES 2004-2 REQUIRED TRANSFEROR AMOUNT $_________
FLOATING ALLOCATION PERCENTAGE $_________
INVESTOR FINANCE CHARGE COLLECTIONS _________%
INVESTOR DEFAULT AMOUNT $_________
REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS $_________
PRINCIPAL ALLOCATIONS PERCENTAGE _________%
AVAILABLE PRINCIPAL COLLECTIONS $_________
CLASS A AVAILABLE FUNDS --
CLASS A FLOATING PERCENTAGE _________%
Class A Floating Percentage of Reallocated $_________
Investor Finance Charge Collections
Other Amounts $_________
TOTAL CLASS A AVAILABLE FUNDS $_________
Class A Monthly Interest $_________
Class A Servicing Fee (if applicable) $_________
Class A Investor Default Amount $_________
TOTAL CLASS A EXCESS SPREAD $_________
CLASS A REQUIRED AMOUNT $_________
C-6
CLASS B AVAILABLE FUNDS -- $_________
CLASS B FLOATING PERCENTAGE _________%
CLASS B AVAILABLE FUNDS $_________
Class B Monthly Interest $_________
Class B Servicing Fee (if applicable) $_________
COLLATERAL AVAILABLE FUNDS
COLLATERAL FLOATING PERCENTAGE _________%
COLLATERAL AVAILABLE FUNDS $_________
Collateral Interest Servicing Fee
(if applicable) $_________
TOTAL COLLATERAL EXCESS SPREAD $_________
TOTAL CLASS B EXCESS SPREAD $_________
EXCESS SPREAD --
TOTAL EXCESS SPREAD $_________
Excess Spread Applied to Class A
Required Amount $_________
Excess Spread Applied to Class A
Investor Charge Offs $_________
Excess Spread Applied to Class B
Required Amount $_________
Excess Spread Applied to Reductions
of Class B Invested Amount pursuant
to clauses (c), (d) and (e) $_________
Excess Spread Applied to Collateral
Minimum Monthly Interest $_________
Excess Spread Applied to Unpaid
Monthly Servicing Fee $_________
Excess Spread Applied Collateral
Default Amount $_________
C-7
Excess Spread Applied to Reductions
of Collateral Invested Amount Pursuant
to Clauses (c), (d) and (e) $_________
Excess Spread Applied to Reserve Account $_________
TOTAL EXCESS SPREAD DISTRIBUTED TO
COLLATERAL INTEREST HOLDER $_________
EXCESS FINANCE CHARGES
COLLECTIONS
TOTAL EXCESS FINANCE CHARGE $_________
COLLECTIONS FOR ALL ALLOCATION
SERIES
SERIES 2004-2 EXCESS FINANCE CHARGE
COLLECTIONS
EXCESS FINANCE CHARGE COLLECTIONS $_________
ALLOCATED TO SERIES 2004-2
Excess Finance Charge Collections $_________
Applied to Class A Required Amount
Excess Finance Charge Collections $_________
Applied to Class A Investor Charge Offs
Excess Finance Charge Collections $_________
Applied to Class B Required Amount
Excess Finance Charge Collections $_________
Applied to Reductions of Class B Invested
Amount Pursuant to Clauses (c), (d) and (e)
Excess Finance Charge Collections $_________
Applied to Collateral Minimum Monthly
Interest
Excess Finance Charge Collections $_________
Applied to Unpaid Monthly Servicing Fee
Excess Finance Charge Collections $_________
Applied to Collateral Default Amount
Excess Finance Charge Collections $_________
Applied to Reductions of Collateral
Invested Amount Pursuant to Clauses (c),
(d) and (e)
C-8
Excess Finance Charge Collections $_________
Applied to Reserve Account
Excess Finance Charge Collections $_________
Applied to Other Amounts Owed to
Collateral Interest Holder
YIELD AND BASE RATE --
Base Rate (Current Month) _________%
Base Rate (Prior Month) _________%
Base Rate (Two Months Ago) _________%
THREE MONTH AVERAGE BASE RATE _________%
Series Adjusted Portfolio Yield
(Current Month) _________%
Series Adjusted Portfolio Yield
(Prior Month) _________%
Series Adjusted Portfolio Yield
(Two Months Ago) $________%
THREE MONTH AVERAGE SERIES
ADJUSTED PORTFOLIO YIELD _________%
PRINCIPAL COLLECTIONS --
CLASS A PRINCIPAL PERCENTAGE _________%
Class A Principal Collections $_________
CLASS B PRINCIPAL PERCENTAGE _________%
Class B Principal Collections $_________
COLLATERAL PRINCIPAL PERCENTAGE _________%
Collateral Principal Collections $_________
AVAILABLE PRINCIPAL COLLECTIONS $_________
C-9
REALLOCATED PRINCIPAL COLLECTIONS $_________
SERIES 2004-2 PRINCIPAL SHORTFALL $_________
SHARED PRINCIPAL COLLECTIONS
ALLOCABLE FROM OTHER PRINCIPAL
SHARING SERIES $_________
ACCUMULATION--
Controlled Accumulation Amount $_________
Deficit Controlled Accumulation Amount $_________
CONTROLLED DEPOSIT AMOUNT $_________
PRINCIPAL FUNDING ACCOUNT BALANCE $_________
SHARED PRINCIPAL COLLECTIONS
ELIGIBLE FOR OTHER PRINCIPAL SHARING
SERIES $_________
INVESTOR CHARGE OFFS
AND REDUCTIONS--
CLASS A INVESTOR CHARGE OFFS $_________
REDUCTIONS IN CLASS B INVESTED
AMOUNT (OTHER THAN BY PRINCIPAL
PAYMENTS) $_________
REDUCTIONS IN COLLATERAL INVESTED
AMOUNT (OTHER THAN BY PRINCIPAL
PAYMENTS) $_________
PREVIOUS CLASS A CHARGE OFFS
REIMBURSED $_________
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PREVIOUS CLASS B INVESTED AMOUNT
REDUCTIONS REIMBURSED $_________
PREVIOUS COLLATERAL INVESTED
AMOUNT REDUCTIONS REIMBURSED $_________
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By:
-------------------------------------
Name:
Title:
C-11
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2004-2
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc., as Servicer ("TRS"), pursuant to
the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and
restated as of April 16, 2004 (as amended and restated and as otherwise amended
and supplemented, the "Agreement"), as supplemented by the Series 2004-2
Supplement, dated as of June 2, 2004 (as amended and supplemented, the "Series
Supplement"), among TRS, as Servicer, American Express Receivables Financing
Corporation II, American Express Receivables Financing Corporation III LLC and
American Express Receivables Financing Corporation IV LLC, as Transferors, and
The Bank of New York, as Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or the Series Supplement, as
applicable.
2. TRS is, as of the date hereof, the Servicer under the
Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring
on __________ ___, 200__.
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material respects all its
obligations under the Agreement through the Monthly Period preceding such
Distribution Date [or, if there has been a default in the performance of any
such obligation, set forth in detail the (i) nature of such default, (ii) the
action taken by the Servicer, if any, to remedy such default and (iii) the
current status of each such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the
undersigned, no Pay Out Event occurred on or prior to such Distribution Date.
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this ____ day of ____________, 20___.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as Servicer
By:
------------------------------------
Name:
Title:
D-1
EXHIBIT E
FORM OF INVESTMENT LETTER
[Date]
Re: American Express Credit Account Master Trust;
Purchases of Series 2004-2 Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 9.07 of the Series 2004-2
Supplement, dated as of June 2, 2004 (the "Series Supplement") to the Pooling
and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of
April 16, 2004 (as amended and restated and as otherwise amended and
supplemented, the "Agreement"), each among The Bank of New York, as Trustee,
American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC and American Express Receivables
Financing Corporation IV LLC, as Transferors, and American Express Travel
Related Services Company, Inc., as Servicer. Capitalized terms used herein
without definition shall have the meanings set forth in the Agreement. The
Purchaser represents to and agrees with the Transferors as follows:
(a) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of its investment in
the Collateral Interest and is able to bear the
economic risk of such investment.
(b) The Purchaser is an "accredited investor," as defined
in Rule 501, promulgated by the Securities and
Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities
Act"), or is a sophisticated institutional investor.
The Purchaser understands that the offering and sale
of the Collateral Interest has not been and will not
be registered under the Securities Act and has not
and will not be registered or qualified under any
applicable "Blue Sky" law, and that the offering and
sale of the Collateral Interest has not been reviewed
by, passed on or submitted to any federal or state
agency or commission, securities exchange or other
regulatory body.
(c) The Purchaser is acquiring an interest in the
Collateral Interest without a view to any
distribution, resale or other transfer thereof
except, with respect to any Collateral Interest or
any interest or participation therein, as
contemplated in the following sentence. The Purchaser
will not resell or otherwise transfer any interest or
participation in the Collateral Interest, except in
accordance with Section 9.07 of the Series Supplement
and (i) in a transaction exempt from the registration
requirements of the Securities Act and applicable
state securities or "blue sky" laws; (ii) to a
Transferor or any affiliate of a Transferor; or (iii)
to a person who the Purchaser reasonably believes is
a qualified institutional buyer (within the meaning
thereof in Rule 144A under the Securities Act) that
is aware that the resale or other transfer is being
made in reliance upon Rule 144A. In connection
therewith, the Purchaser hereby agrees that it will
not resell or otherwise transfer the Collateral
Interest or any interest therein unless the purchaser
thereof provides to the addressee hereof a letter
substantially in the form hereof.
E-1
(d) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will
certify that it is not, (a) an "employee benefit
plan" (as defined in Section 3(3) of ERISA),
including governmental plans and church plans, (b)
any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and
Xxxxx plans, or (c) any other entity whose underlying
assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA) by
reason of a plan's investment in the entity,
including, without limitation, an insurance company
general account.
(e) This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and
binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms,
except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles affecting the
enforcement of creditors' rights generally and
general principles of equity.
Very truly yours,
[NAME OF PURCHASER]
By: _____________________
Name:
Title:
AGREED TO AS OF THE DATE FIRST ABOVE
WRITTEN:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
as Transferor
By: _______________________
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
as Transferor
By: _______________________
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
as Transferor
By: _______________________
Name:
Title:
E-2
