EXHIBIT 4.2
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FORM OF SERIES 20[__]-[__] SUPPLEMENT
Dated as of [______], 20[__]
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of May 16, 1996,
as amended and restated as of April 16, 2004
$[--------]
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
Series 20[__]-[__]
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 20[__]-[__] Certificateholders
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TABLE OF CONTENTS
Page
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ARTICLE I Creation of the Series 20[__]-[__] 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 20[__]-[__] Certificateholders and
Allocation and Application of Collections........................................14
Section 4.01. Collections and Allocations......................................................14
Section 4.02. Determination of Monthly Interest................................................16
Section 4.03. Principal Funding Account; Controlled Accumulation Period........................18
Section 4.04. Required Amount..................................................................19
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..................................................................26
Section 4.13. Investment Instructions..........................................................28
Section 4.14. Determination of LIBOR...........................................................28
ARTICLE V Distributions and Reports to Series 20[__]-[__] Certificateholders...............29
Section 5.01. Distributions....................................................................29
Section 5.02. Reports and Statements to Series 20[__]-[__] 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
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TABLE OF CONTENTS
(continued)
Page
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Section 7.02. Series Termination...............................................................33
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].......................................................................35
Section 9.06. Uncertificated Securities........................................................35
Section 9.07. Transfers of the Collateral Interest.............................................35
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SERIES 20[__]-[__] SUPPLEMENT, dated as of [_____], 20[__] (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 Amended and Restated 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 20[__]-[__] 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 20[__]-[__]." The Series 20[__]-[__]
Certificates shall be issued in two Classes, the first of which shall be known
as the "Class A Series 20[__]-[__] Floating Rate Asset Backed Certificates" and
the second of which shall be known as the "Class B Series 20[__]-[__] 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 20[__]-[__]" 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 20[__]-[__] 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 20[__]-[__] shall be included in Group II and shall be a
Principal Sharing Series. Series 20[__]-[__] shall be an Excess Allocation
Series. Series 20[__]-[__] 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 20[__]-[__] shall
be the [____] Distribution Date and the first Monthly Period shall begin on and
include the Closing Date and end on and include [______].
1
(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.
ARTICLE II
Definitions
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 20[__]-[__] 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 20[__]-[__] 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.
2
"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.
"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
[___]%.
"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 $[_______].
"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).
3
"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.
"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) 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
[__]%.
"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.
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"Class B Initial Invested Amount" shall mean $[______].
"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.
"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 [____], 20[__]; 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 [_______].
"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.
5
"Collateral Initial Invested Amount" shall mean $[_______].
"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.
"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 [___]% 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, $[______]; 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.
6
"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 [_____] 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.
"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 20[__]-[__]) 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 [____], 20[__], 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 20[__]-[__] 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 20[__]-[__] Termination Date.
7
"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.
"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 [______] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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.
8
"Group II Investor Monthly Fees" shall mean with respect to any
Distribution Date, the sum of (a) Series 20[__]-[__] 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.
"Group II Investor Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of (a) Series 20[__]-[__] 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 $[______].
"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 20[__]-[__] 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 20[__]-[__] 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 [______], 20[__] for the period
from and including the Closing Date to but excluding [______], 20[__], 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.
9
"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.
"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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__], 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 20[__]-[__].
"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
20[__]-[__] pursuant to Section 4.10.
"Reallocated Principal Collections" shall mean, with respect to any
Monthly Period, the product of (a) the Series 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__]
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) [___]% 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 [_____] Monthly Period
or any Monthly Period thereafter is less than [__]%, 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 [_____]
Monthly Period or any Monthly Period thereafter is less than [__]%, 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 20[__]-[__] 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 [____],
20[__].
"Series 20[__]-[__]" shall mean the Series of Certificates the terms of
which are specified in this Supplement.
"Series 20[__]-[__] 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 20[__]-[__] Allocable Defaulted Amount" shall mean the Series
Allocable Defaulted Amount with respect to Series 20[__]-[__].
"Series 20[__]-[__] Allocable Finance Charge Collections" shall mean
the Series Allocable Finance Charge Collections with respect to Series
20[__]-[__].
"Series 20[__]-[__] Allocable Principal Collections" shall mean the
Series Allocable Principal Collections with respect to Series 20[__]-[__].
"Series 20[__]-[__] Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 20[__]-[__].
"Series 20[__]-[__] Certificate" shall mean a Class A Certificate or a
Class B Certificate or the Collateral Interest.
"Series 20[__]-[__] Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the Collateral Interest
Holder.
12
"Series 20[__]-[__] Certificateholders' Interest" shall mean the
Certificateholders' Interest for Series 20[__]-[__], including the Collateral
Interest.
"Series 20[__]-[__] 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 20[__]-[__] Monthly Interest" shall mean the amounts determined
pursuant to subsections 4.02(a), (b) and (c).
"Series 20[__]-[__] Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series 20[__]-[__] Termination Date" shall mean the [_______]
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 [______], 20[__], among RFC II, RFC III and RFC IV, as
transferors, TRS, as administrator, and the American Express Credit Account
Secured Note Trust 20[__]-[__], 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 20[__]-[__], Moody's and Standard &
Poor's. As used in this Supplement and in the Agreement with respect to Series
20[__]-[__], "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
20[__]-[__] 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.
13
(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."
ARTICLE III
Servicing Fee
Section 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to the Series 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__] Allocable Finance Charge
Collections to the extent such amount is deposited in the Collection
Account; and
14
(ii) an amount equal to the Transferor Percentage for the
related Monthly Period of Series 20[__]-[__] 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.
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 20[__]-[__] 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 20[__]-[__] Certificateholders. The
Servicer shall, prior to the close of business on each Deposit Date, allocate to
the Series 20[__]-[__] Certificateholders the following amounts as set forth
below:
(i) Allocations of Finance Charge Collections. The Servicer
shall allocate to the Series 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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
20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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.
15
(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 20[__]-[__] 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 20[__]-[__]
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
20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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.
16
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.
(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.
17
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.
Section 4.03. Principal Funding Account; Controlled Accumulation
Period.
(a) (i) The Servicer, for the benefit of the Series 20[__]-[__]
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
20[__]-[__] 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 20[__]-[__]
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 may sell, liquidate or dispose of any such Eligible Investment
before its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or 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.
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(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 20[__]-[__] 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.
(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
20[__]-[__] Certificateholders.
(c) The Controlled Accumulation Period is scheduled to commence at the
close of business on the last day of the [_______] Monthly Period; provided,
however, that if the Controlled Accumulation Period Length (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
[_______] 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 20[__]-[__], 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.
19
(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.
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 (unless such amount has been netted against
deposits to the Collection Account in accordance with Section 4.03 of
the Agreement);
(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;
20
(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 (unless such amount has been netted against
deposits to the Collection Account in accordance with Section 4.03 of
the Agreement); and
(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 (unless such amount has been netted
against deposits to the Collection Account in accordance with Section
4.03 of the Agreement); 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.
21
(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
(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 20[__]-[__] with respect to such Monthly Period and (y) the amount of
Excess Spread and the Excess Finance Charge Collections allocable to Series
20[__]-[__] 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.
22
(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 20[__]-[__] 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.
(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 20[__]-[__] 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 20[__]-[__] 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;
23
(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;
(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
20[__]-[__] 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.
24
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.
Section 4.09. Excess Finance Charge Collections. Series 20[__]-[__]
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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__]
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
20[__]-[__] Monthly Interest, Investor Default Amount, Series 20[__]-[__]
Monthly Fees and Series 20[__]-[__] 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 20[__]-[__]
Monthly Interest and the denominator of which is Group II Investor
Monthly Interest;
25
(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 20[__]-[__]
Monthly Fees and the denominator of which is Group II Investor Monthly
Fees; and
(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
20[__]-[__] 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 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__]
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 20[__]-[__]
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).
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(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 may sell, liquidate or dispose of any such Eligible
Investment before its maturity, at the written direction of the Servicer, if
such sale, liquidation or disposal would not result in a loss of all or part of
the principal portion of such Eligible Investment or 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
20[__]-[__]. 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 20[__]-[__] Certificateholders, (ii) if the
Controlled Accumulation Period has not commenced, the occurrence of a Pay-Out
Event with respect to Series 20[__]-[__], (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.
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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.
(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.
28
(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
(212) 815-6258.
(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 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__]
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).
29
(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.
(g) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series 20[__]-[__] Certificateholders
hereunder shall be made by check mailed to each Series 20[__]-[__]
Certificateholder at such Series 20[__]-[__] Certificateholder's address
appearing in the Certificate Register without presentation or surrender of any
Series 20[__]-[__] Certificate or the making of any notation thereon; provided,
however, that with respect to Series 20[__]-[__] 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 20[__]-[__]
Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Series 20[__]-[__] 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 20[__]-[__] 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 20[__], 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 20[__]-[__] Certificateholder, a statement prepared
by the Servicer containing the information which is required to be contained in
the statement to Series 20[__]-[__] 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 20[__]-[__] 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.
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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 20[__]-[__] 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
20[__]-[__] 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 20[__]-[__]
Certificates;
(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 20[__]-[__] Certificates and as a result of
which the interests of the Series 20[__]-[__] 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; or
(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;
31
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).
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 20[__]-[__] 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 either Transferor purchasing the Series
20[__]-[__] 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.
32
(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 20[__]-[__] shall be reduced to zero
and the Series 20[__]-[__] 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 [________] 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 20[__]-[__] Termination Date (after
giving effect to all distributions required to be made on the Series 20[__]-[__]
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
20[__]-[__] 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 20[__]-[__] 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 20[__]-[__]
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 [_______] Distribution Date to the Series 20[__]-[__] 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.
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
20[__]-[__] 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 20[__]-[__] 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.
33
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series 20[__]-[__] 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.
(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 20[__]-[__] Certificateholders shall be deemed
distributed in full to the Series 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__] 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.
34
(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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] 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.
(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 20[__]-[__] Certificateholders shall be distributed in
full to the Series 20[__]-[__] 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.
35
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.
(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
20[__]-[__] 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 Keogh 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:
------------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
as a Transferor
By:
------------------------------
Name:
Title:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
as a Transferor
By:
------------------------------
Name:
Title:
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as the Servicer
By:
------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:
------------------------------
Name:
Title:
[Signature page - Series 20[__]-[__] Supplement]
FORM OF CLASS A CERTIFICATE EXHIBIT A-1
REGISTERED $ (1)/
No. R-______ CUSIP No. [_______]
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 20[__]-[__]
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The [_______] Distribution Date
Each $1,000 minimum denomination represents a
1/[_____]ths undivided interest
in Class A of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 20[__]-[__]
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 Amended and Restated 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 20[__]-[__] Supplement, dated as of
[______], 20[__] (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 [_______] 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
20[__]-[__] 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 20[__]-[__]
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 20[__]-[__] (the "Series 20[__]-[__] Certificates"), and one of a class
thereof entitled Class A Series 20[__]-[__] 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 $[_______]. 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
20[__]-[__] 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 20[__]-[__] 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 20[__]-[__] Certificateholders will not
have any interest in the Receivables and the Series 20[__]-[__] 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. [_________]
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 20[__]-[__]
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Expected Final Payment Date:
The [________] Distribution Date
Each $1,000 minimum denomination represents a
1/[_____]ths undivided interest
in Class B of the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 20[__]-[__]
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 20[__]-[__] Supplement, dated as of [_______],
20[__] (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 [_______] 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 20[__]-[__] 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 20[__]-[__]
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 20[__]-[__] (the "Series 20[__]-[__] Certificates"), and one of a class
thereof entitled Class B Series 20[__]-[__] 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 $[_______]. 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 20[__]-[__] 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
20[__]-[__] Certificateholders in accordance with the Agreement and the
Supplement.
A-2-6
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 20[__]-[__] 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 20[__]-[__]
Certificateholders will not have any interest in the Receivables and the Series
20[__]-[__] Certificates will represent only the right to receive such
Reassignment Amount.
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 20[__]-[__]
------------------------
The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc. ("TRS"), as Servicer pursuant to the
Amended and Restated 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
20[__]-[__] Supplement, dated as of [______], 20[__], 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....................$________
(2) Accrued and unpaid Collateral Servicing Fees, if
applicable.......................................$________
B-2
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):
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...................$________
Pursuant to Section 4.07, the Servicer does hereby instruct the Trustee
to apply on ___________, which is a Distribution Date under the Supplement, any
Excess Spread and Excess Finance Charge Collections allocated to Series
20[__]-[__] as follows:
A) Pursuant to subsection 4.07(a):
Class A Required Amount applied in the priority set forth in
subsections 4.05(a)(i), (ii) and (iii)....................$________
B-3
B) Pursuant to subsection 4.07(b):
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..........$_________
I) Pursuant to subsection 4.07(h):
Collateral Default Amount allocated to Available
Principal Collections...................................$_________
B-4
J) Pursuant to subsection 4.07(i):
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.........................$________
B-5
E) Pursuant to subsection 5.01(e):
Aggregate amount to be distributed to the Collateral
Interest Holder...........................................$________
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 20[__]-[__]
Pursuant to the Amended and Restated 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
20[__]-[__] Supplement, dated as of [______], 20[__] (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
20[__]-[__] 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 20[__]-[__]
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 $[________]
Class B Initial Invested Amount $[________]
Collateral Initial Invested Amount $[________]
INITIAL INVESTED AMOUNT $[________]
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 20[__]-[__] INFORMATION
SERIES 20[__]-[__] ALLOCATION PERCENTAGE ____________%
SERIES 20[__]-[__] ALLOCABLE FINANCE CHARGE COLLECTIONS $____________
SERIES 20[__]-[__] ADDITIONAL AMOUNTS $____________
SERIES 20[__]-[__] ALLOCABLE DEFAULTED AMOUNT $____________
SERIES 20[__]-[__] MONTHLY FEES $____________
SERIES 20[__]-[__] ALLOCABLE PRINCIPAL COLLECTIONS $____________
SERIES 20[__]-[__] 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 20[__]-[__] EXCESS FINANCE CHARGE COLLECTIONS
EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES $____________
20[__]-[__]
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 20[__]-[__] 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 $____________
C-10
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 20[__]-[__]
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc., as Servicer ("TRS"), pursuant to
the Amended and Restated 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 20[__]-[__] Supplement, dated as of [_____], 20[__] (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 20[__]-[__] 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 20[__]-[__] Supplement,
dated as of [______], 20[__] (the "Series Supplement") to the Amended and
Restated 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 Keogh 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