FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
This
FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, dated as of
October 24, 2008 (this “ Amendment ”), is
between American Express Bank, FSB, a federally-chartered savings
bank (“ FSB ”), and American Express Receivables
Financing Corporation IV LLC, a Delaware limited liability company
(“ RFC IV ”). This Amendment amends the
Receivables Purchase Agreement, dated as of April 16, 2004
(the “ Receivables Purchase Agreement ” and,
together with this Amendment, the “ Amended Receivables
Purchase Agreement ”).
1.
Pursuant to Section 9.01 of the Receivables Purchase
Agreement, FSB and RFC IV have given prior notice of this Amendment
to the Trustee and each Rating Agency, and FSB has delivered to RFC
IV an Officer’s Certificate of FSB, dated the date of this
Amendment, stating that FSB reasonably believes that this Amendment
will not cause a Pay-Out Event or a Reinvestment Event.
2.
FSB and RFC IV have satisfied all conditions precedent contained in
the Receivables Purchase Agreement to entering into this Amendment
and this Amendment is authorized and permitted under the
Receivables Purchase Agreement. All capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in
the Receivables Purchase Agreement.
3.
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. Amendment to Section 1.01 .
(a) The
definition of “ First Amendment Effective Date ”
shall be added to Section 1.01 of the Receivables Purchase
Agreement and it shall read as follows:
“
First Amendment Effective Date ” shall mean
October 25, 2008.
(b) The
definition of “ Monthly Period ” in
Section 1.01 of the Receivables Purchase Agreement shall be
deleted in its entirety and inserted in its place shall be the
following:
“
Monthly Period ” shall mean, with respect to each
Distribution Date, the per
