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 ”).
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:
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.
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.
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.
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AMERICAN
EXPRESS RECEIVABLES
FINANCING CORPORATION II,
as a Transferor
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By:
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/s/ Anderson Y.
Lee
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Name:
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Anderson Y.
Lee
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Title:
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President
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AMERICAN
EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
as a Transferor
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By:
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/s/ Scott C.
Godderidge
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Name:
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Scott C.
Godderidge
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Title:
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Vice President
and Treasurer
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AMERICAN
EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
as a Transferor
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By:
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/s/ Denise D.
Roberts
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Name:
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Denise D.
Roberts
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Title:
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President
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AMERICAN
EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as Servicer
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By:
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/s/ David L.
Yowan
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Name:
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David L.
Yowan
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Title:
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Treasurer
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THE BANK OF NEW
YORK MELLON,
as Trustee
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By:
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/s/ Catherine
L. Cerilles
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Name:
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Catherine L.
Cerilles
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Title:
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Vice
President
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[Amendment to Series 2009-1
Supplement]
FORM OF MONTHLY STATEMENT
AMERICAN EXPRESS CREDIT ACCOUNT
MASTER TRUST
SERIES 2009-1
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TRUST
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TOTALS
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Number of days in Monthly Period
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Beginning Number of Accounts
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Beginning Principal Receivable Balance,
including any Additions, Removals, or Adjustments of Principal
Receivables during the Monthly Period
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$
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a. Addition of Principal Receivables
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$
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b. Removal of Principal Receivables
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$
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c. Adjustments to Principal
Receivables
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$
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Special Funding Account Balance
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$
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Beginning Total Principal Balance
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$
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Finance Charge Collections (excluding
Recoveries)
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$
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Collections of Discount Option
Receivables
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$
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$
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Total Collections of Finance Charge
Receivables
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$
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Total Collections of Principal
Receivables
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$
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%
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$
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%
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Annualized Default Rate, Net of
Recoveries
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%
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%
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New Principal Receivables
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$
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Ending Number of Accounts
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Ending Principal Receivables Balance
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$
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Ending Required Minimum Principal
Balance
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$
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