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AMENDMENT TO SERIES 2009-1 SUPPLEMENT

Addendum or Modifications

AMENDMENT
TO SERIES 2009-1 SUPPLEMENT | Document Parties: American Express Receivables Financing Corporation III LLC | American Express Receivables Financing Corporation II, | The Bank of New York Mellon You are currently viewing:
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American Express Receivables Financing Corporation III LLC | American Express Receivables Financing Corporation II, | The Bank of New York Mellon

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Title: AMENDMENT TO SERIES 2009-1 SUPPLEMENT
Governing Law: New York     Date: 10/7/2009

AMENDMENT
TO SERIES 2009-1 SUPPLEMENT, Parties: american express receivables financing corporation iii llc , american express receivables financing corporation ii  , the bank of new york mellon
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Exhibit 4.1

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

AMENDMENT
TO SERIES 2009-1 SUPPLEMENT

          AMENDMENT, dated as of October 2, 2009 (this “ Amendment ”), to the Series 2009-1 Supplement, dated as of June 9, 2009 (the “ Supplement ”), to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 (as so amended and restated and in effect on the date hereof, the “ Agreement ”), among American Express Receivables Financing Corporation II, a Delaware corporation (“ RFC II ”), American Express Receivables Financing Corporation III LLC, a Delaware limited liability company (“ RFC III ”), and American Express Receivables Financing Corporation IV LLC, a Delaware limited liability company (“ RFC IV ”), as Transferors, American Express Travel Related Services Company, Inc., a New York corporation (“ TRS ”), as Servicer, and The Bank of New York Mellon (formerly The Bank of New York), a New York banking corporation, as Trustee (the “ Trustee ”).

RECITALS

          WHEREAS, RFC II, RFC III and RFC IV (or their predecessors in interest, as applicable), as Transferors, TRS, as Servicer, and the Trustee have previously entered into the Supplement;

          WHEREAS, the parties to the Supplement now wish to amend the Supplement as set forth herein;

          WHEREAS, pursuant to Section 13.01(a) of the Agreement, each of RFC II, RFC III and RFC IV has delivered to the Trustee an Officer’s Certificate, dated the date of this Amendment, stating that RFC II, RFC III and RFC IV, respectively, reasonably believes that this Amendment will not have an Adverse Effect; and

          WHEREAS, RFC II, RFC III, RFC IV and the Servicer have satisfied all conditions precedent contained in the Pooling and Servicing Agreement to entering into this Amendment and this Amendment is authorized and permitted under the Pooling and Servicing Agreement.

          NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party hereto agrees as follows:

 


 

ARTICLE I

DEFINITIONS

          SECTION 1.01. Defined Terms Not Defined Herein . All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Supplement or the Agreement, as the case may be.

ARTICLE II

AMENDMENTS TO SUPPLEMENT

          SECTION 2.01. Amendment to Exhibits. The Supplement shall be amended by deleting Exhibit C-1 thereto and inserting in its place Exhibit C-1 in the form attached as Exhibit C-1 to this Amendment.

ARTICLE III

MISCELLANEOUS

     SECTION 3.01. Ratification of Supplement . As amended by this Amendment, the Supplement is in all respects ratified and confirmed and the Supplement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.

     SECTION 3.02. Counterparts . This Amendment 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 3.03. GOVERNING LAW . THIS AMENDMENT 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 3.04. Effectiveness . The amendments provided for by this Amendment shall become effective as of January 1, 2009 upon receipt by the Trustee of the following, each of which shall be satisfactory to the Trustee in its sole discretion, except as otherwise provided:

          (a) notification in writing from each of Moody’s and Standard & Poor’s to the effect that the terms of this Amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency;

          (b) an Officer’s Certificate from each Transferor addressed and delivered to the Trustee certifying that this Amendment shall not have an Adverse Effect;

          (c) an Opinion of Counsel from the Servicer to the Trustee substantially in the form of Exhibit E-1 to the Agreement; and

 


 

          (d) counterparts of this Amendment, duly executed by the parties hereto.

[Signature page follows.]

 


 

          IN WITNESS WHEREOF, the Transferors, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

 

 

 

 

 

 

AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
as a Transferor
 

 

 

By:  

/s/ Anderson Y. Lee  

 

 

 

Name:  

Anderson Y. Lee 

 

 

 

Title:  

President 

 

 

 

AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
as a Transferor
 

 

 

By:  

/s/ Scott C. Godderidge  

 

 

 

Name:  

Scott C. Godderidge 

 

 

 

Title:  

Vice President and Treasurer 

 

 

 

AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
as a Transferor
 

 

 

By:  

/s/ Denise D. Roberts  

 

 

 

Name:  

Denise D. Roberts 

 

 

 

Title:  

President 

 

 

 

AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as Servicer
 

 

 

By:  

/s/ David L. Yowan  

 

 

 

Name:  

David L. Yowan 

 

 

 

Title:  

Treasurer 

 

 

 

THE BANK OF NEW YORK MELLON,
as Trustee
 

 

 

By:  

/s/ Catherine L. Cerilles  

 

 

 

Name:  

Catherine L. Cerilles 

 

 

 

Title:  

Vice President 

 

 

[Amendment to Series 2009-1 Supplement]

 


 

EXHIBIT C-1

FORM OF MONTHLY STATEMENT

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 2009-1

 

 

 

 

 

 

 

TRUST

 

 

TOTALS

A. TRUST ACTIVITY

 

 

 

 

Record Date

 

 

                    

 

Number of days in Monthly Period

 

 

                    

 

Beginning Number of Accounts

 

 

                    

 

Beginning Principal Receivable Balance, including any Additions, Removals, or Adjustments of Principal Receivables during the Monthly Period

 

$

                    

 

a. Addition of Principal Receivables

 

$

                    

 

b. Removal of Principal Receivables

 

$

                    

 

c. Adjustments to Principal Receivables

 

$

                    

 

Special Funding Account Balance

 

$

                    

 

Beginning Total Principal Balance

 

$

                    

 

Finance Charge Collections (excluding Recoveries)

 

$

                    

 

Collections of Discount Option Receivables

 

$

                    

 

Recoveries

 

$

                    

 

Total Collections of Finance Charge Receivables

 

$

                    

 

Total Collections of Principal Receivables

 

$

                    

 

Monthly Payment Rate

 

 

                    

%

Defaulted Amount

 

$

                    

 

Annualized Default Rate

 

 

                    

%

Annualized Default Rate, Net of Recoveries

 

 

                    

%

Trust Portfolio Yield

 

 

                    

%

New Principal Receivables

 

$

                    

 

Ending Number of Accounts

 

 

                    

 

Ending Principal Receivables Balance

 

$

                    

 

Ending Required Minimum Principal Balance

 

$

                    

 

Ending Transferor Amount


 
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