EXHIBIT 5.1
EXECUTION COPY
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AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
and
AMERICAN EXPRESS CENTURION BANK,
as Transferors,
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee on behalf of the Certificateholders
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SERIES 2001-1 SUPPLEMENT
Dated as of November 7, 2001
to
THE AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1998
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AMERICAN EXPRESS MASTER TRUST
SERIES 2001-1
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PRELIMINARY STATEMENT............................................................................................1
Section 1. Designation....................................................................................1
Section 2. Definitions....................................................................................1
Section 3. Minimum Transferor Percentage and Minimum Trust Principal Component............................7
Section 4. Reassignment and Transfer Terms................................................................7
Section 5. Delivery and Payment for the Certificates......................................................7
Section 6. Form of Delivery of the Series 2001-1 Certificates.............................................7
Section 7. Transfer of Class B Certificates; Consent to Transfer of Participation.........................7
Section 8. Tax Treatment..................................................................................9
Section 9. Article IV of the Agreement....................................................................9
Section 10. Article V of the Agreement....................................................................21
Section 11. Pay Out Events................................................................................22
Section 12. Global Offering of Class A Certificates.......................................................23
Section 13. Series Specific Transferor Covenants..........................................................24
Section 14. Remittance Processing Procedures..............................................................24
Section 15. Ratification of Master Pooling and Servicing Agreement........................................25
Section 16. Counterparts..................................................................................26
Section 17. GOVERNING LAW.................................................................................26
Section 18. Certain Accounting Related Amendments.........................................................26
Section 19. Additional Representations and Warranties of the Transferors..................................26
Section 20. Investments ..................................................................................27
Section 21. Account Additions Pursuant to Subsection 2.06(c)(vii) of the Agreement .......................27
SERIES 2001-1 SUPPLEMENT, dated as of November 7, 2001 (this
"Series Supplement") among (i) AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware, and AMERICAN EXPRESS CENTURION BANK, a Utah-chartered industrial loan
company, as Transferors, (ii) AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,
INC., a corporation organized under the laws of the State of New York, as
Servicer, and (iii) THE BANK OF NEW YORK, a banking corporation organized and
existing under the laws of the State of New York (together with its successors
in trust thereunder as provided in the Agreement referred to below, the
"Trustee"), as trustee under the Amended and Restated Master Pooling and
Servicing Agreement, dated as of May 1, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Agreement").
PRELIMINARY STATEMENT
Section 6.09 of the Agreement provides, among other things,
that the Transferors and the Trustee may at any time and from time to time enter
into one or more supplements to the Agreement for the purpose of authorizing the
issuance by the Trustee to the Transferors, for execution and redelivery to the
Trustee for authentication, one or more Series of Certificates. The Transferors
and the Servicer hereby enter into this Series 2001-1 Supplement with the
Trustee as required by subsection 6.09(c) of the Agreement to provide for the
issuance, authentication and delivery of the Floating Rate Class A Accounts
Receivable Trust Certificates, Series 2001-1, and the Floating Rate Class B
Accounts Receivable Trust Certificates, Series 2001-1. 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 Series Supplement shall govern.
All capitalized terms not otherwise defined herein are defined
in the Agreement. All Article, Section or subsection references herein shall
mean Article, Section or subsections of the Agreement, except as otherwise
provided herein. Unless otherwise stated herein, as the context otherwise
requires or if such term is otherwise defined in the Agreement, each capitalized
term used or defined herein shall relate only to the Series 2001-1 Certificates
and no other Series of Certificates issued by the Trust.
Section 1. Designation. The Certificates shall be designated
generally as the "Series 2001-1 Certificates;" and Series 2001-1 shall be an
Excess Allocation Series
Section 2. Definitions. The following words and phrases shall
have the following meaning with respect to the Series 2001-1 Certificates and
the definitions of such terms are applicable to the singular as well as the
plural form of such terms and to the masculine as well as the feminine and
neuter genders of such terms:
"Accumulation Date" shall mean the last day of the Due Period
ending in July 2004, or such later date as may be determined in accordance with
Section 4.13 of this Series Supplement.
"Accumulation Period Length" shall have the meaning specified
in Section 4.13 of this Series Supplement.
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"Available Series 2001-1 Reserve Account Amount" shall mean,
with respect to any Distribution Date, the lesser of (a) the amount on deposit
in the Series 2001-1 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
Series 2001-1 Reserve Account Amount.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register.
"Certificateholders' Interest" shall have the meaning
specified in Section 4.02 of the Agreement.
"Certificates" shall mean, collectively, the Class A
Certificates and the Class B Certificates.
"Class A Adjusted Invested Amount" for any date shall mean an
amount equal to the Class A Invested Amount, minus the aggregate principal
amount on deposit in the Principal Funding Account.
"Class A Certificate Rate" shall mean, for any Due Period with
respect to the Class A Certificates, a per annum rate equal to LIBOR plus 0.09%.
"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 the Floating Rate Class A
Accounts Receivable Trust Certificates, Series 2001-1.
"Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Certificates, which is $750,000,000.
"Class A Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class A Certificates, minus
(ii) the amount of principal payments made to Class A Certificateholders prior
to such date, minus (iii) the aggregate amount of Class A Investor Charge-Offs
for all prior Distribution Dates and, if the date of determination is a
Distribution Date, for such Distribution Date, plus (iv) the aggregate amount of
Yield Collections and certain other amounts applied on all prior Distribution
Dates and, if the date of determination is a Distribution Date, to be applied on
the current Distribution Date, in each case, for the purpose of reimbursing
amounts deducted pursuant to the foregoing clause (iii).
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b) of the Agreement, as supplemented by this Series
Supplement.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.04(a) of the Agreement, as supplemented by this Series
Supplement.
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"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.05(a) of the Agreement, as supplemented by this Series
Supplement.
"Class B Certificate Rate" shall mean, for any Due Period with
respect to the Class B Certificates, a per annum rate not to exceed LIBOR plus
1.00%.
"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 the Floating Rate Class B
Accounts Receivable Trust Certificates, Series 2001-1.
"Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Certificates which is $60,810,810.
"Class B Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class B Certificates, minus
(ii) the amount of principal payments made to Class B Certificateholders prior
to such date, minus (iii) the aggregate amount of Class B Investor Charge-Offs
for all prior Distribution Dates and, if the date of determination is a
Distribution Date, for such Distribution Date, plus (iv) the aggregate amount of
Yield Collections applied on all prior Distribution Dates and, if the date of
determination is a Distribution Date, to be applied on the current Distribution
Date, in each case, for the purpose of reimbursing amounts deducted pursuant to
the foregoing clause (iii).
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a) of the Agreement, as supplemented by this Series
Supplement.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.04(b) of the Agreement, as supplemented by this Series
Supplement.
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.05(b) of the Agreement, as supplemented by this Series
Supplement.
"Closing Date" shall mean, with respect to the Series 2001-1
Certificates, November 7, 2001.
"Controlled Accumulation Amount" shall mean $375,000,000, or
if the Transferors elect to postpone the commencement of the Controlled
Accumulation Period in accordance with Section 4.13 of the Agreement, as
supplemented by this Series Supplement, $750,000,000.
"Controlled Accumulation Period" shall mean, with respect to
the Class A Certificates, an Amortization Period commencing at the close of
business on the Accumulation Date and continuing to the earlier of (x) but not
including, the commencement of the Early
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Amortization Period, or (y) and including, the earlier of (1) the last day of
the Due Period ending in September 2004, or (2) the termination of the Trust.
"Controlled Deposit Amount" shall mean, with respect to any
Distribution Date with respect to the Controlled Accumulation Period, an amount
equal to the sum of the Controlled Accumulation Amount and any existing Deficit
Controlled Accumulation Amount.
"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 on which the Class A
Invested Amount is paid in full, an amount equal to one-twelfth of the product
of (i) the Class A Certificate Rate and (ii) the amount on deposit in the
Principal Funding Account, if any, as of the preceding Distribution Date.
"CRC" shall mean Credco Receivables Corp., a Delaware
corporation.
"Deficit Controlled Accumulation Amount" shall mean, on the
first Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount over the amount deposited
in the Principal Funding Account as Class A Monthly Principal for such
Distribution Date and, on each subsequent Distribution Date with respect to the
Controlled Accumulation Period, the excess, if any, of the sum of the Controlled
Accumulation Amount for such Distribution Date plus any existing Deficit
Controlled Accumulation Amount over the amount of Class A Monthly Principal
deposited in the Principal Funding Account on such Distribution Date.
"Distribution Date" shall mean the 15th day of each calendar
month (or, if such day is not a Business Day, the next succeeding Business Day),
commencing December 17, 2001.
"Early Amortization Period" shall mean, with respect to the
Class A Certificates, the Amortization Period commencing on the earlier of (x)
the Expected Final Payment Date if the Class A Invested Amount is not paid in
full on such date or (y) on the day on which a Pay Out Event occurs or is deemed
to have occurred, and continuing to and including the earlier of (i) the payment
in full to Class A Certificateholders of the Class A Invested Amount and to
Class B Certificateholders of the Class B Invested Amount and (ii) the Series
2001-1 Termination Date.
"Excess Spread" shall have the meaning specified in subsection
4.08(i).
"Excess Yield Collections" shall have the meaning specified in
Section 4.15.
"Expected Final Payment Date" shall mean October 15, 2004 (or,
if such day is not a Business Day, the next succeeding Business Day).
"Fixed Allocation Percentage" shall mean, on any date of
determination with respect to any Distribution Date with respect to the
Controlled Accumulation Period or the Early Amortization Period, the percentage
equivalent of the ratio that (i) the Invested Amount as of the last day of the
Revolving Period bears to (ii) the greater of (a) the Trust Principal Component
on the last day of the prior Due Period and (b) the sum of the numerators used
to calculate the Invested Percentage with respect to Principal Collections for
all Series of certificates outstanding for the current Distribution Date.
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"Floating Allocation Percentage" shall mean, on any date of
determination with respect to any Distribution Date, the percentage equivalent
of the ratio of (i) the Invested Amount on the last day of the immediately
preceding Due Period to (ii) the Trust Principal Component on the last day of
such immediately preceding Due Period; provided, however, that during the
initial Due Period, the Floating Allocation Percentage will equal the percentage
equivalent of the ratio that the amount of the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount bears to the Trust
Principal Component on the Series 2001-1 Cut Off Date.
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount and the Class B Initial Invested Amount.
"Invested Amount" shall mean, when used with respect to any
date of determination, an amount equal to the sum of the Class A Adjusted
Invested Amount and the Class B Invested Amount.
"Invested Percentage" shall mean, on any date of determination
with respect to any Distribution Date, (a) when used with respect to Principal
Collections during the Revolving Period, the Floating Allocation Percentage; (b)
when used with respect to Principal Collections during the Controlled
Accumulation Period or an Early Amortization Period, the Fixed Allocation
Percentage; and (c) when used with respect to Yield Collections and Defaulted
Receivables at any time, the Floating Allocation Percentage.
"Investment Earnings" shall mean, with respect to a
Distribution Date, all interest and other investment income (net of losses and
investment expenses) earned on the funds, if any, on deposit in the Principal
Funding Account since the preceding Distribution Date.
"Investor Charge-Offs" shall mean, for any date of
determination, the sum of the Class A Investor Charge-Offs and the Class B
Investor Charge-Offs.
"Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of the Default Amount for such
Distribution Date and the Floating Allocation Percentage applicable for such
Distribution Date.
"Principal Funding Account" shall have the meaning specified
in subsection 4.06(a) of the Agreement, as supplemented by this Series
Supplement.
"Record Date" shall mean, with respect to any Distribution
Date, the last Business Day of the calendar month immediately preceding such
Distribution Date or Special Payment Date.
"Required Series 2001-1 Reserve Account Amount" shall mean,
with respect to any Distribution Date on or after the Series 2001-1 Reserve
Account Funding Date, an amount equal to (1) 0.5% 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 amount designated by the Transferors
(provided that, if such amount is less than the amount specified in clause (1),
the Transferors, the Servicer and the Trustee shall have received written
confirmation from each Rating Agency that such designation
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will not result in such Rating Agency's reducing or withdrawing its rating of
the Class A Certificates.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.14(c).
"Revolving Period" shall mean, with respect to the Series
2001-1 Certificates, the period from and including the Closing Date, up to and
including the day prior to the day on which the Controlled Accumulation Period
or an Early Amortization Period commences.
"Series 2001-1" shall mean the Series of Certificates, the
Principal Terms of which are specified in this Series Supplement.
"Series 2001-1 Cut Off Date" shall mean the close of business
on the last day of the last Due Period to end prior to the Closing Date.
"Series 2001-1 Principal Shortfall" shall have the meaning
specified in subsection 4.05(c) of the Agreement, as supplemented by this Series
Supplement.
"Series 2001-1 Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Series 2001-1 Reserve Account Funding Date" shall mean the
Distribution Date with respect to the Due Period that commences three months
prior to the earliest of (a) the Distribution Date with respect to the first Due
Period in the Controlled Accumulation Period, (b) in the event that the average
Series 2001-1 Reserve Account Funding Date Trigger for any three consecutive Due
Periods ending in the August 2003 Due Period or any Due Period thereafter is
less than 0.167% (which represents 2% on an annualized basis), the Distribution
Date with respect to such Due Period, (c) in the event that the average Series
2001-1 Reserve Account Funding Date Trigger for any three consecutive Due
Periods ending in the February 2004 Due Period or any Due Period thereafter is
less than 0.25% (which represents 3% on an annualized basis), the Distribution
Date with respect to such Due Period and (d) such earlier date as the
Transferors may determine by written notice to the Trustee and the Servicer.
"Series 2001-1 Reserve Account Funding Date Trigger" shall
mean on any date of determination, the percentage equivalent of a fraction, the
numerator of which is (i) the product of Collections, the Floating Allocation
Percentage and the Yield Factor less (ii) the sum of Class A Monthly Interest
and Class B Monthly Interest, less (iii) the Investor Monthly Servicing Fee,
less (iv) the product of the Floating Allocation Percentage and the Default
Amount, and the denominator of which is the product of the Floating Allocation
Percentage and all charges and fees incurred on the Accounts, in each case, for
the preceding Due Period.
"Series 2001-1 Reserve Account Surplus" shall mean, as of any
date of determination, the amount, if any, by which the amount on deposit in the
Series 2001-1 Reserve Account exceeds the Required Series 2001-1 Reserve Account
Amount.
"Series 2001-1 Termination Date" shall mean the September 2005
Distribution Date.
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"Series 2001-1 Undistributed Principal Collections" shall mean
the amount, if any, equal to the product of (a) a fraction, the numerator of
which is equal to the sum of the Class A Adjusted Invested Amount and the Class
B Invested Amount and the denominator of which is equal to the sum of the
invested amount of all Series then accumulating or amortizing principal (less
any amounts on deposit in any principal funding accounts) and (b) Undistributed
Principal Collections on deposit in the Collection Account on such Distribution
Date.
"Servicing Fee Percentage" shall mean 2.0% per annum.
"Special Payment Date" shall mean each Distribution Date with
respect to any Early Amortization Period and each Distribution Date following
the Expected Final Payment Date.
"Telerate Page 3750" shall mean the display page currently so
designated on the Bridge Telerate Market Report (or such other page as may
replace that page on that service for the purpose of displaying comparable rates
or prices).
"Termination Payment Date" shall mean the earlier of the
Expected Final Payment Date, the first Distribution Date following the
liquidation or sale of the Receivables as a result of an insolvency event and
the occurrence of the Series 2001-1 Termination Date.
"Yield Collection Shortfall" shall have the meaning specified
in Section 4.15.
Section 3. Minimum Transferor Percentage and Minimum Trust
Principal Component. The Minimum Transferor Percentage applicable to the Series
2001-1 Certificates shall be 15%. The Minimum Trust Principal Component with
respect to the Series 2001-1 Certificates shall be $870,800,000.
Section 4. Reassignment and Transfer Terms. The Series 2001-1
Certificates may be reassigned and transferred to the Transferors on any
Distribution Date on or after which the Invested Amount is reduced to an amount
less than or equal to 10% of the Initial Invested Amount, subject to the
provisions of Section 12.02 of the Agreement.
Section 5. Delivery and Payment for the Certificates. The
Trustee shall deliver the Series 2001-1 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
Section 6. Form of Delivery of the Series 2001-1 Certificates.
The Certificates shall be delivered as provided in Section 6.11 of the
Agreement.
Section 7. Transfer of Class B Certificates; Consent to
Transfer of Participation.
(a) On the Closing Date, all of the Class B Certificates will
be issued to CRC. Prior to any transfer of a Class B Certificate by CRC
to any Affiliate of a Transferor, the Transferors shall provide to the
Trustee written confirmation from each Rating Agency that such transfer
will not result in the downgrade or withdrawal of any rating on the
Class A Certificates. Prior to any such transfer of a Class B
Certificate, each Transferor
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shall certify to the Trustee in writing whether the proposed transferee
of the Class B Certificate is an Affiliate of such Transferor, and the
Trustee shall be entitled to rely conclusively on such certificate.
(b) The Class B Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") or any
state securities law. No resale or other transfer of any Class B
Certificate or any interest therein or participation thereof shall be
made unless the Trustee, the Transfer Agent and Registrar shall have
received an Officer's Certificate certifying that such resale or
transfer is made (i) pursuant to an effective registration statement
under the Securities Act; (ii) in a transaction exempt from the
registration requirements of the Securities Act and applicable state
securities or "blue sky" laws; (iii) to a Transferor; (iv) to a person
who the transferor of the Class B Certificate reasonably believes is a
qualified institutional buyer (within the meaning thereof in Rule 144A
under the Securities Act) that is aware that such resale or other
transfer is being made in reliance upon Rule 144A; or (v) pursuant to
Regulation S under the Securities Act. Until the earlier of (i) such
time as the Class B Certificates shall be registered pursuant to a
registration statement filed under the Securities Act and (ii) the date
one year from the later of the Closing Date and the date any Class B
Certificate was acquired from a Transferor or an Affiliate of a
Transferor, the Class B Certificates shall bear a legend substantially
to the effect set forth in the preceding two sentences. None of the
Transferors, the Transfer Agent , the Registrar or the Trustee is
obligated to register the Class B Certificates under the Securities
Act, or to take any other action not otherwise required under this
Agreement to permit the transfer of Class B Certificates without
registration.
Notwithstanding anything to the contrary contained herein, in
no event shall a Class B Certificate or any interest therein be sold,
transferred, assigned, exchanged, pledged, hypothecated, participated or
otherwise conveyed, or a security interest granted therein, unless the
Transferors shall have consented to such transfer and delivered to the Trustee
an Opinion of Counsel to the effect that the Class B Certificates, upon such
transfer, will be characterized as debt or an interest in a partnership (other
than a publicly traded partnership taxable as a corporation) for federal income
tax purposes. The Class B Certificates shall at all times bear a legend
substantially to the effect set forth in the preceding sentence.
(c) Each Transferor hereby covenants that it will not consent
to the transfer of an interest in any participation held by CRC in the
Exchangeable Transferor Certificate to any entity unless it has
obtained an Opinion of Counsel that such transfer will not cause the
Trust to be classified for federal income tax purposes as an
association or publicly traded partnership taxable as a corporation.
(d) The opinion described in subsection 6.09(b) of the
Agreement to the effect that the Class B Certificates will be
characterized as either indebtedness or an interest in a partnership
under existing law for Federal income tax purposes shall not be
required to be delivered to the Trustee in connection with the original
issuance of the Class B Certificates to CRC.
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Section 8. Tax Treatment. It is the intention of the
Transferors and the Investor Certificateholders that the Class B Certificates
(upon transfer to an entity other than a Transferor) be characterized as either
indebtedness of the Transferors or an interest in a partnership (other than a
publicly traded partnership taxable as a corporation) for federal, state and
local income and franchise tax purposes and for purposes of any other tax
imposed on or measured by income. The Transferors and each Class B
Certificateholder by acceptance of its Class B Certificates agree to treat the
Class B Certificates for purposes of federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as such
indebtedness or such an interest and to report the transactions contemplated by
this Agreement on all applicable tax returns in a manner consistent with such
treatment.
To the extent that the Class B Certificates are determined to
represent interests in a partnership for federal income tax purposes, it is the
intention of the Transferors and the Class B Certificateholders that such
partnership interest represent an interest limited to a capital interest equal
to (or if the Class B Certificates are sold at a discount, that accretes to) the
principal balance of such Class B Certificates and a guaranteed payment at a
rate equal to the Certificate Rate on such capital.
Section 9. Article IV of the Agreement. Any provisions of
Article IV of the Agreement which provide for the distribution of Collections to
the Transferors on the basis of the Transferor Percentage shall continue to
apply irrespective of the issuance of the Certificates. Section 4.01 of the
Agreement shall read in its entirety as provided in the Agreement. Article IV of
the Agreement (except for such Section 4.01) shall read in its entirety as
follows and shall be applicable to the Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02 Rights of Certificateholders. The Class A
Certificates shall represent undivided interests in the Trust, consisting of the
right to receive, to the extent necessary to make the required payments with
respect to such Class A Certificates at the times and in the amounts specified
in this Agreement, (a) the Invested Percentage (as applicable from time to time)
of Collections received with respect to the Receivables and (b) funds on deposit
in the Collection Account, the Principal Funding Account and the Series 2001-1
Reserve Account. The Class B Certificates shall represent undivided interests in
the Trust, consisting of the right to receive, to the extent necessary to make
required payments with respect to such Class B Certificates at the times and in
the amounts specified in this Agreement, (x) the Invested Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (y) funds on deposit in the Collection Account, the Principal
Funding Account. and the Series 2001-1 Reserve Account. The undivided interests
in the Trust referred to in the two immediately preceding sentences are
collectively referred to for the Series 2001-1 Certificates as the
"Certificateholders' Interest." The Exchangeable Transferor Certificate shall
not represent any interest in the Collection Account, the Principal Funding
Account or the Series 2001-1 Reserve Account, except as specifically provided in
this Article IV.
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SECTION 4.03 Collections and Allocation. (a) Collections. The
Servicer shall apply or shall instruct the Trustee to apply all funds on deposit
in the Collection Account as described in this Article IV.
(b) Allocations of Collections and Payments. On each Date of
Processing, the Servicer shall determine whether a Pay Out Event has occurred or
is deemed to have occurred with respect to the Certificates, and the Servicer
shall allocate Collections with respect to such Date of Processing as follows:
(i) During the Revolving Period. Allocate to the
Certificateholders' Interest (x) an amount equal to the Floating Allocation
Percentage as of the last day of the prior Due Period of the Principal
Collections for such Date of Processing, which amount shall be treated as Excess
Principal Collections and shall be deposited into the Collection Account as and
when required pursuant to subsection 4.01(g) and (y) an amount equal to the
Floating Allocation Percentage as of the last day of the prior Due Period of the
Yield Collections for such Date of Processing and deposit such amount into the
Collection Account as and when required pursuant to subsection 4.01(g);
(ii) During the Controlled Accumulation Period and any Early
Amortization Period. Allocate to the Certificateholders' Interest (x) an amount
equal to the Fixed Allocation Percentage as of the last day of the prior Due
Period of the Principal Collections for such Date of Processing and deposit such
amount into the Collection Account as and when required pursuant to subsection
4.01(g), and (y) an amount equal to the Floating Allocation Percentage as of the
last day of the prior Due Period of the Yield Collections for such Date of
Processing and deposit such amount into the Collection Account as and when
required pursuant to subsection 4.01(g);
(iii) Allocations and Payments to the Holder of the
Exchangeable Transferor Certificate. Amounts to be
allocated to the Holders of the Exchangeable
Transferor Certificate and payments with respect
thereto shall be determined and made only as provided
in subsection 4.01(d).
(c) Additional Amounts.
(i) The allocations to be made pursuant to subsection 4.03(b)
also apply to deposits into the Collection Account that are treated as
Collections, payments made by the Transferors pursuant to subsection 2.04(d) and
payments made by the Servicer pursuant to Section 3.03, and, in certain
circumstances, net reinvestment income on the Collection Account. Such deposits
to be treated as Collections will be allocated as Yield Collections or Principal
Collections as indicated in the Agreement.
(ii) The amounts paid by the Transferors pursuant to
subsection 2.04(e), Adjustment Payments, proceeds from the sale, disposition or
liquidation of the Receivables pursuant to Section 9.02, 10.02, 12.01 or 12.02
and Section 4 of this Series Supplement and amounts obtained by the Trustee
pursuant to any demand on any letter of credit, surety bond or other similar
instrument delivered pursuant to subsection 14(a) of this Series Supplement or
from any funds deposited with the Trustee pursuant to subsection 14(b) of this
Series Supplement, shall be allocated to the Certificateholders' Interest and
allocated as Yield Collections or
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Principal Collections as provided in the Agreement.
SECTION 4.04 Determination of Monthly Interest for the
Certificates. (a) The amount of monthly interest distributable from the
Collection Account with respect to the Class A Certificates ("Class A Monthly
Interest") on any Distribution Date shall be an amount equal to the product of
(i) the Class A Certificate Rate, (ii) the outstanding principal balance of the
Class A Certificates as of the related Record Date and (iii) a fraction, the
numerator of which is the actual number of days in the related Due Period and
the denominator of which is 360.
(b) The amount of monthly interest distributable from the
Collection Account with respect to the Class B Certificates ("Class B Monthly
Interest") on any Distribution Date shall be an amount equal to the product of
(i) the Class B Certificate Rate, (ii) the Class B Invested Amount as of the
preceding Distribution Date (after giving effect to any increase or decrease in
the Class B Invested Amount on such preceding Distribution Date) and (iii) a
fraction, the numerator of which is the actual number of days in the related Due
Period and the denominator of which is 360.
SECTION 4.05 Determination of Monthly Principal for the
Certificates. (a) The amount of monthly principal (the "Class A Monthly
Principal") distributable from the Collection Account with respect to the Class
A Certificates on each Distribution Date beginning with the earlier to occur of
(i) the first Special Payment Date of the Class A Certificates, if any, (ii) the
first Distribution Date to occur with respect to the Controlled Accumulation
Period and (iii) the Termination Payment Date, shall be equal to an amount
calculated as follows: the sum of (i) an amount equal to the Fixed Allocation
Percentage of all Principal Collections received during the Due Period
immediately preceding such Distribution Date, or, in the case of the
Distribution Date immediately following the occurrence of a Pay Out Event,
received during the period from the day such Pay Out Event occurred to the end
of such Due Period, (ii) the amount, if any, of Series 2001-1 Undistributed
Principal Collections for such Distribution Date, and (iii) the Investor Default
Amount with respect to such Distribution Date and any reimbursements of
unreimbursed Class A Investor Charge-Offs and Class B Investor Charge-Offs;
provided, however, that for each Distribution Date with respect to the
Controlled Accumulation Period (unless and until a Pay Out Event shall have
occurred) , Class A Monthly Principal may not exceed the Controlled Deposit
Amount for such Distribution Date; and provided further that with respect to any
Distribution Date, Class A Monthly Principal may not exceed the Class A Invested
Amount.
(b) The amount of monthly principal distributable from the
Collection Account with respect to the Class B Certificates (the "Class B
Monthly Principal") on each Distribution Date, beginning with the Distribution
Date on which the Class A Certificates are paid in full, shall be equal to an
amount calculated as follows: the sum of (i) an amount equal to the Fixed
Allocation Percentage of all Principal Collections received during the Due
Period immediately preceding such Distribution Date, or, in the case of the
Distribution Date immediately following the occurrence of a Pay Out Event,
received during the period from the day such Pay Out Event occurred to the end
of such Due Period, plus (ii) the amount, if any, of Series 2001-1 Undistributed
Principal Collections for such Distribution Date, plus (iii) the Investor
Default Amount with respect to such Distribution Date and any reimbursements of
unreimbursed Class B Investor Charge-Offs, minus (iv) Class A Monthly Principal,
if any, with
11
respect to such Distribution Date; provided, however, that with respect to any
Distribution Date, Class B Monthly Principal may not exceed an amount equal to
the Class B Invested Amount.
(c) With respect to any Distribution Date related to any
Amortization Period, if (a) the sum of (x) an amount equal to the Fixed
Allocation Percentage of all Principal Collections received during the Due
Period immediately preceding such Distribution Date, (y) the amount, if any, of
Series 2001-1 Undistributed Principal Collections for such Distribution Date,
and (z) the Investor Default Amount with respect to such Distribution Date and
any reimbursements of unreimbursed Class A Investor Charge-Offs and Class B
Investor Charge-Offs shall exceed (b) the sum of (i) Class A Monthly Principal
and (ii) Class B Monthly Principal with respect to any Distribution Date, then
such excess amount shall be treated as Excess Principal Collections. The Series
2001-1 Principal Shortfall with respect to any Distribution Date related to the
Controlled Accumulation Period shall be the Deficit Controlled Accumulation
Amount, if any, for such Distribution Date. If, with respect to a Distribution
Date related to any Early Amortization Period, the sum of the Class A Monthly
Principal and the Class B Monthly Principal, is less than the sum of the Class A
Adjusted Invested Amount and the Class B Invested Amount, the amount of such
shortfall shall be the Series 2001-1 Principal Shortfall with respect to such
Distribution Date.
SECTION 4.06 Establishment of the Principal Funding Account
for the Certificates. (a) The Trustee, for the benefit of the
Certificateholders, shall establish and maintain or cause to be established and
maintained in the name of the Trustee, on behalf of the Trust, with an Eligible
Institution (which initially shall be The Bank of New York) a segregated trust
account (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in 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 Certificateholders.
If, at any time, the institution at which the Principal Funding Account is
maintained ceases to be an Eligible Institution, the Trustee (or the Servicer on
its behalf) shall, within five Business Days, establish a new Principal Funding
Account meeting the conditions specified above with an Eligible Institution,
transfer any cash and/or any investments to such new Principal Funding Account
and from the date such new Principal Funding Account is established, it shall
be, for the Certificates, the "Principal Funding Account" for all purposes
hereof.
(b) On each Distribution Date with respect to the Controlled
Accumulation Period and with respect to any Special Payment Date, the Servicer
shall withdraw from the Principal Funding Account and deposit in the Collection
Account an amount equal to the Investment Earnings with respect to such
Distribution Date or Special Payment Date. Investment Earnings (including
reinvested interest) shall not be considered to be principal amounts on deposit
in the Principal Funding Account for purposes hereof.
(c) Any funds on deposit in the Principal Funding Account
prior to the Expected Final Payment Date shall be invested by the Trustee (or,
at the direction of the Trustee, by the Servicer on behalf of the Trustee) at
the direction of the Servicer in Eligible Investments.
12
(d) Pursuant to the authority granted to the Servicer in
subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee,
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
of the Servicer's or Trustee's duties hereunder. Pursuant to the authority
granted to the Paying Agent in Sections 5.01 and 6.06, the Paying Agent shall
have the power, revocable by the Trustee, to withdraw funds from the Principal
Funding Account for the purpose of making distributions to the
Certificateholders.
SECTION 4.07 [RESERVED]
SECTION 4.08 Application of Funds on Deposit in the Collection
Account for the Certificates. On each Determination Date, the Servicer shall
instruct the Trustee to withdraw or retain, and on the succeeding Distribution
Date the Trustee acting in accordance with such instructions shall withdraw or
retain, the amounts required to be withdrawn from or retained in the Collection
Account pursuant to subsections 4.08(a) through 4.08(j). The distributions to be
made to the Class B Certificateholders pursuant to this Section 4.08 shall be
subject to subsection 4.09(b) hereof.
(a) Class A Monthly Interest. On each Distribution Date, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account for distribution to the Class A
Certificateholders to the extent funds are available from the Floating
Allocation Percentage of Yield Collections for the Due Period immediately
preceding such Distribution Date, 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 paid to the Class A Certificateholders on a prior
Distribution Date or Special Payment Date plus any additional interest at the
Class A Certificate Rate plus 2% per annum with respect to interest amounts that
were due but not paid on a prior Distribution Date or Special Payment Date.
(b) Class B Monthly Interest. On each Distribution Date, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account for distribution to the Class B
Certificateholders to the extent funds are available from the Floating
Allocation Percentage of Yield Collections for the Due Period immediately
preceding such Distribution Date after giving effect to the withdrawal pursuant
to subsection 4.08(a), 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 paid to the Class B Certificateholders on a prior Distribution Date plus
any additional interest at the Class B Certificate Rate plus 2% per annum with
respect to interest amounts that were due but not paid on a prior Distribution
Date. Interest on the Class B Certificates for any Distribution Date shall be
calculated on the basis of the actual number of days in the period from and
including the preceding Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date) to but excluding such
Distribution Date and a 360-day year.
(c) Investor Monthly Servicing Fee. On each Distribution Date,
the Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account, to the extent funds are available from the
Floating Allocation Percentage of Yield Collections for the Due Period
immediately preceding such Distribution Date after giving effect to the
withdrawals pursuant to subsections 4.08(a) and (b), an amount equal to the
Investor
13
Monthly Servicing Fee for such Distribution Date plus any Investor Monthly
Servicing Fee due with respect to any prior Due Periods but not distributed to
the Servicer, and distribute such amount to the Servicer (unless such amounts
shall have been previously netted against deposits to the Collection Account).
(d) Reimbursement of Class A Investor Charge-Offs. Class A
Investor Charge-Offs shall be reimbursed as follows: On each Distribution Date,
the Trustee, acting in accordance with instructions of the Servicer, shall set
aside and retain in the Collection Account, to the extent funds are available
from the Floating Allocation Percentage of Yield Collections for the Due Period
immediately preceding such Distribution Date after giving effect to the
withdrawals pursuant to subsections 4.08(a), (b) and (c), an amount equal to
unreimbursed Class A Investor Charge-Offs, if any, which amount shall be deemed
to be Principal Collections and treated as Excess Principal Collections with
respect to Distribution Dates relating to the Revolving Period, and thereafter
will be set aside and retained in the Collection Account and treated as a part
of Class A Monthly Principal during any Early Amortization Period or Controlled
Accumulation Period and applied in accordance with subsection 4.08(j).
(e) Investor Default Amount. On each Distribution Date, the
Trustee, acting in accordance with instructions from the Servicer, shall set
aside and retain in the Collection Account, to the extent funds are available
from the Floating Allocation Percentage of Yield Collections for the Due Period
immediately preceding such Distribution Date, after giving effect to subsections
4.08(a), (b), (c), and (d), an amount equal to the aggregate Investor Default
Amount for such Distribution Date which amount shall be deemed to be Principal
Collections and treated as Excess Principal Collections with respect to
Distribution Dates relating to the Revolving Period, and thereafter will be set
aside and retained in the Collection Account and treated as a part of Class A
Monthly Principal during the Controlled Accumulation Period or any Early
Amortization Period and applied in accordance with subsection 4.08(j) or, if
applicable, will be set aside and retained in the Collection Account and be
applied as part of Class B Monthly Principal as provided in subsection 4.08(j).
(f) Unpaid Class B Interest. On each Distribution Date, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account for distribution to the Class B
Certificateholders to the extent funds are available from the Floating
Allocation Percentage of Yield Collections for the Due Period immediately
preceding such Distribution Date, after giving effect to subsections 4.08(a),
(b), (c), (d) and (e), an amount equal to the amount of interest which has
accrued with respect to the outstanding aggregate principal amount of the Class
B Certificates at the Class B Certificate Rate but has not been paid to the
Class B Certificateholders either on such Distribution Date or on a prior
Distribution Date plus any additional interest at the Class B Certificate Rate
plus 2% per annum with respect to such interest amounts that were due but not
paid to Class B Certificateholders on any previous Distribution Date. Interest
on the Class B Certificates for any Distribution Date shall be calculated on the
basis of the actual number of days in the period from and including the
preceding Distribution Date (or, in the case of the first Distribution Date,
from and including the Closing Date) to but excluding such Distribution Date and
a 360-day year.
(g) Reimbursement of Class B Investor Charge-Offs. Class B
Investor Charge-Offs shall be reimbursed as follows: on each Distribution Date,
the Trustee, acting in
14
accordance with instructions from the Servicer, shall set aside and retain in
the Collection Account to the extent funds are available from the Floating
Allocation Percentage of Yield Collections for the Due Period immediately
preceding such Distribution Date, after giving effect to subsections 4.08(a),
(b), (c), (d), (e) and (f), an amount equal to unreimbursed Class B Investor
Charge-Offs, if any, which amount shall be deemed to be Principal Collections
and treated as Excess Principal Collections with respect to Distribution Dates
with respect to the Revolving Period and thereafter will be set aside and
retained in the Collection Account and treated as a part of Class A Monthly
Principal during the Controlled Accumulation Period or any Early Amortization
Period and applied in accordance with subsection 4.08(j) or, if applicable, will
be set aside and retained in the Collection Account and be applied as part of
Class B Monthly Principal as provided in subsection 4.08(j).
(h) Funding of Series 2001-1 Reserve Account. To the extent
funds are available from the Floating Allocation Percentage of Yield Collections
for the Due Period immediately preceding such Distribution Date, after giving
effect to subsections 4.08(a), (b), (c), (d), (e), (f) and (g), on each
Distribution Date from and after the Series 2001-1 Reserve Account Funding Date,
but prior to the date on which the Series 2001-1 Reserve Account terminates
pursuant to subsection 4.14(f), an amount up to the excess, if any, of the
Required Series 2001-1 Reserve Account Amount over the Available Series 2001-1
Reserve Account Amount shall be deposited into the Series 2001-1 Reserve
Account.
(i) Excess Yield Collections. On each Distribution Date, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account and allocate and distribute, to the extent
that such amount shall be available, an amount ("Excess Spread") equal to the
Floating Allocation Percentage of Yield Collections for the Due Period
immediately preceding such Distribution Date remaining after giving effect to
subsections 4.08(a) through (h) above (A) to the Holders of the Exchangeable
Transferor Certificate or (B) to other Excess Allocation Series in accordance
with the terms of Section 4.15.
(j) Principal. (A) For each Distribution Date with respect to
the Revolving Period, the remaining funds on deposit in the Collection Account
with respect to such Distribution Date will be treated as Excess Principal
Collections and applied as provided in subsection 4.01(f).
(B) For each Distribution Date with respect to the Controlled
Accumulation Period or any Early Amortization Period and thereafter, the
remaining funds on deposit in the Collection Account with respect to such
Distribution Date will be distributed in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date plus the amount of Excess Principal Collections allocated to
the Series 2001-1 Certificates in accordance with Section 4.12, will be
deposited into the Principal Funding Account;
(ii) an amount equal to Class B Monthly Principal for such
Distribution Date plus the amount of Excess Principal Collections allocated to
the Series 2001-1 Certificates in accordance with Section 4.12 (to the extent
that such Excess Principal Collections remain after clause (i) above), will be
distributed pursuant to subsection 4.09(a)(iv); and
15
(iii) an amount equal to the balance of any such remaining
funds on deposit in the Collection Account will be treated as Excess Principal
Collections and applied as provided in subsection 4.01(f);
provided that, with respect to the amounts distributable pursuant to clauses (i)
and (ii) above, Excess Principal Collections shall be available to make such
distributions only to the extent of the Excess Principal Collections allocated
to the Series 2001-1 Certificates.
SECTION 4.09 Distributions to Certificateholders. (a) The
Servicer shall make or shall cause the Trustee to make the following
distributions at the following times and in the following priority from the
Collection Account and the Principal Funding Account:
(i) on each Distribution Date, on each Special Payment Date
and on the Expected Final Payment Date, the amount provided in subsection
4.08(a) shall be distributed by the Servicer or the Trustee to the Paying Agent
for payment to the Class A Certificateholders;
(ii) on each Distribution Date, the amount provided in
subsections 4.08(b) and 4.08(f) shall be distributed by the Servicer or the
Trustee to the Paying Agent for payment to the Class B Certificateholders;
(iii) on each Special Payment Date and on the Expected Final
Payment Date, all amounts on deposit in the Principal Funding Account, up to a
maximum amount on any such date equal to the unpaid Class A Invested Amount on
such date, shall be distributed by the Servicer or the Trustee to the Paying
Agent for payment to the Class A Certificateholders and any funds remaining in
the Principal Funding Account after the Class A Certificates have been paid in
full shall be withdrawn by the Trustee from the Principal Funding Account and
deposited in the Collection Account; and
(iv) on each Special Payment Date and on the Expected Final
Payment Date on and after the Class A Certificates have been paid in full, all
amounts on deposit in the Collection Account, up to a maximum amount on any such
date equal to the unpaid Class B Invested Amount on such date, shall be
distributed by the Servicer or the Trustee to the Paying Agent for payment to
the Class B Certificateholders.
(b) The distributions to be made pursuant to this Section 4.09
and Section 4.08 are subject to the provisions of subsection 2.04(e) and
Sections 9.02, 10.01, 12.01 and 12.02 and Section 4 of this Series Supplement.
SECTION 4.10 Investor Charge-Offs. (a) If, on any Distribution
Date, the Floating Allocation Percentage of Yield Collections on deposit in the
Collection Account remaining after the withdrawals and retentions required
pursuant to subsections 4.08(a), (b), (c) and (d) is less than the Investor
Default Amount for such Distribution Date, the Class B Invested Amount will be
reduced by the amount by which such Investor Default Amount exceeds such
remaining Yield Collections (a "Class B Investor Charge-Off").
(b) In the event that any such reduction of the Class B
Invested Amount would cause the Class B Invested Amount to be a negative number,
the Class B Invested Amount will be reduced to zero, and the Class A Invested
Amount will be reduced by the
16
amount by which the Class B Invested Amount would have been reduced below zero,
but not more than the Investor Default Amount for such Distribution Date (a
"Class A Investor Charge-Off"). To the extent that on any subsequent
Distribution Date there remains any Floating Allocation Percentage of Yield
Collections on deposit in the Collection Account after giving effect to
subsections 4.08(a), (b) and (c), the Servicer will apply such excess Yield
Collections as provided in subsection 4.08(d) to reimburse the aggregate amount
of Class A Investor Charge-Offs not previously reimbursed, up to the amount so
available.
(c) To the extent that on any subsequent Distribution Date
there remains any Floating Allocation Percentage of Yield Collections on deposit
in the Collection Account after giving effect to subsections 4.08(a), (b), (c),
(d), (e) and (f), the Servicer will apply such excess Yield Collections as
provided in subsection 4.08(g) to reimburse the aggregate amount of Class B
Investor Charge-Offs not previously reimbursed, up to the amount so available.
SECTION 4.11 Servicer Permitted to Make Net Deposits. For so
long as TRS is the Servicer and TRS is entitled to remit Collections to the
Collection Account on a monthly basis, TRS may make remittances to the
Collection Account net of amounts to be distributed to TRS as Servicer or the
Holder of the Exchangeable Transferor Certificate; provided, however, that TRS
as Servicer shall pay amounts due to the Holder of the Exchangeable Transferor
Certificate pursuant to Section 4.01(d) of the Agreement. Nonetheless, TRS as
Servicer shall account for all of such remittances and distributions in the
Monthly Servicer's Certificate as if all such amounts were deposited and/or
distributed separately.
SECTION 4.12 Excess Principal Collections. Excess Principal
Collections allocated to the Series 2001-1 Certificates for any Distribution
Date pursuant to subsection 4.01(f) and available for distribution to the
Certificateholders pursuant to subsection 4.08(j)(B) shall mean an amount equal
to the product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series
2001-1 Principal Shortfall for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all series for such
Distribution Date. For any Distribution Date with respect to the Revolving
Period, Excess Principal Collections allocated to the Series 2001-1 Certificates
shall be zero.
SECTION 4.13. Controlled Accumulation Period Postponement. The
Controlled Accumulation Period is scheduled to commence at the close of business
on the Accumulation Date; provided, however, that if the Accumulation Period
Length (determined as described below) shall equal one on the Determination Date
immediately preceding the May 2004 Distribution Date, then, upon notice to the
Trustee, the Servicer, and the Rating Agency, the Transferors, at their option,
may elect to postpone the Accumulation Date to the last day of the Due Period
ending in August 2004, and the Controlled Accumulation Period shall commence at
the close of business on the last day of the Due Period ending in August 2004.
On the Determination Date immediately preceding the May 2004 Distribution Date,
the Servicer will determine the "Accumulation Period Length," which will be
equal to one if:
[(A) times (B)] + [(A) times (C)] + [(A) times (D)] is greater than
(E), where:
17
(A) = the product of (i) the lowest monthly payment rate on the Accounts
for the previous twelve Due Periods and (ii) the Trust Principal
Component on such Determination Date.
(B) = a fraction, the numerator of which is equal to the sum of the
Invested Amounts of all outstanding Series other than the Series 2001-1
Certificates (including all classes of all such outstanding Series)
which are expected to be in their respective revolving periods during
the Due Period preceding the Expected Final Payment Date and which
provide for Principal Collections to be treated as Excess Principal
Collections allocable to other Series, and the denominator of which is
equal to the Trust Principal Component on such Determination Date.
(C) = a fraction, the numerator of which is equal to the sum of the Class A
Invested Amount and Class B Invested Amount, and the denominator of
which is equal to the sum of the Invested Amounts of all outstanding
Series including the Series 2001-1 Certificates (including all classes
of such outstanding Series) which are expected to no longer be in their
respective revolving periods during the Due Period preceding the
Expected Final Payment Date.
(D) = a fraction, the numerator of which is equal to the sum of the Class A
Invested Amount and Class B Invested Amount, and the denominator of
which is the Trust Principal Component on such Determination Date.
(E) = the Class A Invested Amount.
SECTION 4.14 The Series 2001-1 Reserve Account. (a) The
Trustee shall establish and maintain, in the name of the Trustee, on behalf of
the Trust, for the benefit of the Class A Certificateholders, a trust account at
an Eligible Institution (the "Series 2001-1 Reserve Account") bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Class A Certificateholders. The Series 2001-1 Reserve Account
shall initially be established with the Trustee. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Series 2001-1 Reserve Account and in all proceeds thereof. The Series 2001-1
Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Class A Certificateholders. If at any time the depositary
institution at which the Series 2001-1 Reserve Account is maintained ceases to
be an Eligible Institution, 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 Series 2001-1
Reserve Account at an Eligible Institution, and shall transfer any cash or any
investments to such new Series 2001-1 Reserve Account. The Trustee, at the
direction of the Servicer, shall (i) make withdrawals from the Series 2001-1
Reserve Account from time to time in an amount up to the Available Series 2001-1
Reserve Account Amount at such time, for the purposes set forth in this Series
Supplement, and (ii) on each Distribution Date (from and after the Series 2001-1
Reserve Account Funding Date) prior to the termination of the Series 2001-1
Reserve Account make a deposit into the Series 2001-1 Reserve Account in the
amount specified in, and otherwise in accordance with, subsection 4.08(h).
(b) Funds on deposit in the Series 2001-1 Reserve Account
shall be invested at the written direction of the Servicer by the Trustee in
Eligible Investments. Funds on deposit in the Series 2001-1 Reserve Account on
any Distribution Date, after giving effect to any withdrawals
18
from the Series 2001-1 Reserve Account on such Distribution 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 Distribution 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 Series 2001-1 Reserve Account shall be retained in the Series 2001-1 Reserve
Account (to the extent that the Available Series 2001-1 Reserve Account Amount
is less than the Required Series 2001-1 Reserve Account Amount) and the balance,
if any, shall be deposited in the Collection Account and treated as Yield
Collections of allocable to Series 2001-1. For purposes of determining the
availability of funds or the balance in the Series 2001-1 Reserve Account for
any reason under this Series 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 amount of Investment Earnings
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 Series 2001-1 Reserve Account under subsection
4.08(h) 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
Series 2001-1 Reserve Account Amount, shall be withdrawn from the Series 2001-1
Reserve Account on the related Distribution Date by the Trustee (acting in
accordance with the instructions of the Servicer), deposited into the Collection
Account and included in amounts distributable on such Distribution Date pursuant
to Section 4.09.
(e) In the event that the Series 2001-1 Reserve Account
Surplus on any Distribution Date, after giving effect to all deposits to, and
withdrawals from, the Series 2001-1 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 Series 2001-1
Reserve Account, and pay to the Holders of the Exchangeable Transferor
Certificate an amount equal to such Series 2001-1 Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the day on which the
Class A Invested Amount is paid in full to the Class A Certificateholders, (ii)
if the Controlled Accumulation Period has not commenced, the occurrence of a Pay
Out Event with respect to Series 2001-1, (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 Series 2001-1 Reserve Account as
provided herein, shall withdraw from the Series 2001-1 Reserve Account and pay
to the
19
Holders of the Exchangeable Transferor Certificate all amounts, if any, on
deposit in the Series 2001-1 Reserve Account, and the Series 2001-1 Reserve
Account shall be deemed to have terminated for purposes of this Supplement.
SECTION 4.15 Excess Allocation Series. Series 2001-1 shall be
an Excess Allocation Series. On each Distribution Date, (a) the Trustee, acting
in accordance with instructions from the Servicer, shall allocate the aggregate
amount for all outstanding Excess Allocation Series that the Series Supplements
related to such Series specify are to be treated as Excess Spread for such
Distribution Date (collectively, "Excess Yield Collections") pro rata in
proportion to the respective Yield Collection Shortfalls (as such term is
defined below with respect to Series 2001-1 and in the Series Supplement for
each other Excess Allocation Series), if any, of such Excess Allocation Series
and (b) the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account and pay to the Holders of the
Exchangeable Transferor Certificate an amount equal to the excess, if any, of
(x) the Excess Yield Collections for such Distribution Date over (y) the
aggregate amount of Yield Collection Shortfalls for such Distribution Date;
provided, however, that the sharing of Excess Yield Collections among Excess
Allocation Series will cease if the Transferors shall deliver to the Trustee an
Officer's Certificate to the effect that, in the reasonable belief of the
Transferors, the continued sharing of Excess Yield Collections among Excess
Allocation Series would have adverse regulatory implications with respect to the
Transferors or any Account Originator. Following the delivery of such an
Officer's Certificate to the Trustee, there will not be any further sharing of
Excess Yield Collections among Excess Allocation Series. The "Yield Collections
Shortfall" for Series 2001-1 for any Distribution Date will be equal to the
excess, if any, of (a) the full amount required to be paid, without duplication,
with respect to the Class A Certificates pursuant to subsections 4.08(a), (b),
(d) and (e) on such Distribution Date over (b) the sum of (i) if such Due Period
relates to a Distribution Date with respect to the Controlled Accumulation
Period or Early Amortization Period, the amount of Investment Earnings, if any,
with respect to such Distribution Date and (ii) the amount of funds, if any, to
be withdrawn from the Series 2001-1 Reserve Account which, pursuant to
subsection 4.14(d), are distributable on such Distribution Date pursuant to
Section 4.09.
[END OF ARTICLE IV]
20
Section 10. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
SECTION 5.01 Distributions. (a) On each Distribution Date,
each Special Payment Date, the Expected Final Payment Date and the Termination
Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record as of the preceding Record Date (other than as
provided in Section 12.02 respecting a final distribution) such Class A
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Class A Certificateholder) of
the amounts payable to the Class A Certificateholders pursuant to subsections
4.09(a)(i) and (iii).
(b) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.02 respecting a final
distribution) such Class B Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class B Certificates held by such
Class B Certificateholder) of the amounts payable to the Class B
Certificateholders pursuant to Section 4.09 (a) (ii).
(c) On and after the date on which the Class A
Certificateholders have been paid in full, on each Special Payment Date and the
Termination Payment Date, the Paying Agent shall distribute to each Class B
Certificateholder of record as of the preceding Record Date (other than as
provided in Section 12.02 respecting a final distribution) such Class B
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class B Certificates held by such Class B Certificateholder) of
the amounts payable to the Class B Certificateholders pursuant to subsection
4.09(a)(iv).
(d) Except as provided in Section 12.02 with respect to a
final distribution, distributions to Certificateholders hereunder shall be made
by check mailed to each such Certificateholder at such Certificateholder's
address appearing in the Certificate Register without presentation or surrender
of any such Certificate or the making of any notation thereon; provided,
however, that with respect to such 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 Statements to Certificateholders. On each
Distribution Date, the Paying Agent, on behalf of the Trustee, shall forward to
each Certificateholder a statement substantially in the form of Exhibit C
prepared by the Servicer setting forth certain information relating to the Trust
and the Certificates.
On or before January 31 of each calendar year, beginning with
calendar year 2002, the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each
21
Person who at any time during the preceding calendar year was a
Certificateholder of Series 2001-1, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
the Certificateholders, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Certificateholder of such Series,
together with other information as is required to be provided by an issuer of
indebtedness under the Internal Revenue Code and such other customary
information as is necessary to enable the Certificateholders of such Series to
prepare their tax returns. 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
Internal Revenue Code as from time to time in effect.
[END OF ARTICLE V]
Section 11. Pay Out Events. (a) If any one of the events specified in Section
9.01 of the Agreement (after any grace periods or consents applicable thereto)
or any one of the following events shall occur during either the Revolving
Period or the Controlled Accumulation Period with respect to the Series 2001-1
Certificates:
(i) failure on the part of a Transferor or TRS (a) to make any
payment or deposit on the date required under the Agreement, this
Series Supplement or the RFC Receivable Purchase Agreement, as
applicable (or within the applicable grace period which will not exceed
five Business Days), (b) duly to observe or perform in any material
respect the covenant of such Transferor or TRS not to sell, pledge,
assign or transfer to any person, or grant any unpermitted lien on, any
Receivable, or (c) duly to observe or perform in any material respect
any other covenants or agreements of such Transferor or TRS in the
Agreement or, to the extent assigned to the Trust, in the RFC
Receivable Purchase Agreement, which in the case of subclause (c)
hereof, continues unremedied for a period of 60 days after written
notice to such Transferor or TRS, as applicable, and continues to
affect materially and adversely the interests of the Certificateholders
for such period; provided, however, that a Pay Out Event described in
clause (b) or (c) shall not be deemed to occur if such Transferor has
accepted the transfer of the related Receivable during such period (or
such longer period as the Trustee may specify not to exceed an
additional 60 days) in accordance with the provisions of the Agreement;
(ii) any representation or warranty made by a Transferor in
the Agreement or this Series Supplement or any representation or
warranty made by TRS in the RFC Receivable Purchase Agreement or any
information required to be given by a Transferor or the Servicer to the
Trustee to identify the Designated Accounts proves to have been
incorrect in any material respect when made and continues to be
incorrect in any material respect for a period of 60 days after written
notice to such Transferor or the Servicer, as applicable, and as a
result of which the interests of the Certificateholders are materially
and adversely affected and which continues to materially and adversely
affect the interests of the Certificateholders for such period;
provided, however, that a Pay Out Event described in this clause (ii)
shall not be deemed to occur if such Transferor has accepted the
transfer of the related Receivable or all such Receivables, if
applicable, during such period (or such longer period as the Trustee
may specify not to exceed an additional 60 days) in accordance with the
provisions of the Agreement;
22
(iii) there will have been three consecutive Distribution
Dates on which the Class B Invested Amount is less than the Initial
Class B Invested Amount;
(iv) any Servicer Default occurs which would have a material
adverse effect on the Certificateholders;
(v) on any Determination Date, the Class B Invested Amount as
of the last day of the prior Due Period is less than 2% of the Class A
Invested Amount as of the last day of the prior Due Period;
then (A) in the case of any event described in clause (i), (ii) or (iv), a Pay
Out Event will be deemed to have occurred with respect to the Series 2001-1
Certificates only if, after any applicable grace period described in the
clauses, either the Trustee or the Series 2001-1 certificateholders evidencing
undivided interests aggregating more than 50% of the invested amount of such
Series, by written notice to the Transferors and the Servicer (and to the
Trustee, if given by such certificateholders) declare that a Pay Out Event has
occurred as of the date of such notice; and (B) in the case of any event
described in Section 9.01 of the Agreement, a Pay Out Event with respect to all
Series, and in the case of any event described in clause (iii) or (v), a Pay Out
Event with respect to only the Series 2001-1 Certificates, will be deemed to
have occurred without any notice or other action on the part of the Trustee or
the Certificateholders or all certificateholders, as appropriate, immediately
upon the occurrence of such event.
(b) In the case of any event described in the first sentence of Section 9.01(a)
of the Agreement, if after 90 days from the Publication Date, the Trustee shall
not have received written instructions of (i) Certificateholders representing
Undivided Interests aggregating in excess of 50% of each of the Class A Invested
Amount and the Class B Invested Amount (other than any holder who is the subject
of the bankruptcy or insolvency which resulted in a Pay Out Event) and (ii)
holders representing Undivided Interests aggregating in excess of 50% of the
Transferor Interest (other than any holder who is the subject of the bankruptcy
or insolvency which resulted in a Pay Out Event), to the effect that the Trustee
shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the
Receivables and to instruct the Servicer to reconstitute the Trust upon the same
terms and conditions as set forth in the Agreement, the Trustee shall instruct
the Servicer to proceed to sell, dispose of or otherwise liquidate the
Receivables as provided in the third sentence of Section 9.01(a) of the
Agreement.
Section 12. Global Offering of Class A Certificates. The Class A Certificates
may be held by Investor Certificateholders through The Depository Trust Company
in the United States or Clearstream Luxembourg or the Euroclear System in
Europe. Application will be made by the Transferors to list the Class A
Certificates on the Luxembourg Stock Exchange.
In addition to the Paying Agent listed in Section 6.06 in the
Agreement, with respect to the Class A Certificates the following co-Paying
Agents are also appointed: Deutsche Bank Luxembourg S.A., Boulevard ββββββ
ββββββββ β, ββββββββββ ("ββββββββ ββββ ββββββββββ") and The Bank of New York
(London), ββ ββββββββ ββββββ, ββββββ, βββ-βββ, βββββββ. Deutsche Bank Luxembourg
shall also serve as co-Transfer Agent and co-Registrar, so long as the Class A
Certificates are outstanding. Deutsche Bank Luxembourg shall also serve as
23
listing agent for the Class A Certificates on the Luxembourg Stock Exchange (the
"Listing Agent").
Notices to Class A Certificateholders pursuant to the
Agreement will be given by publication in a daily newspaper in Luxembourg (which
initially shall be the Luxemburger Wort). In the event that Definitive
Certificates are issued, notices to Class A Certificateholders will also be
given by mail to the addresses of such holders as they appear in the Certificate
Register.
Section 13. Series Specific Transferor Covenants. Each
Transferor hereby covenants and agrees, for so long as the Series 2001-1
Certificates remain outstanding and Moody's or Standard & Poor's shall be a
"Rating Agency," as follows:
(a) such Transferor shall not assume or guarantee the
liabilities of any other entity;
(b) such Transferor shall observe all corporate formalities in
connection with all dealings between itself and its affiliates;
(c) such Transferor shall pay its own liabilities and expenses
with its own funds, and not those of its parent;
(d) such Transferor shall only cause certificates to be issued
by other trusts which may be formed by it and shall only issue indebtedness
secured or collateralized by accounts receivable if Moody's and Standard &
Poor's shall have confirmed in writing that any such issuance will not result in
a downgrade or withdrawal of Moody's or Standard & Poor's rating of any
outstanding certificates issued by trusts formed by such Transferor or
outstanding indebtedness of such Transferor secured or collateralized by
accounts receivable; and
(e) Such Transferor shall, for as long as the Class A
Certificates are listed on the Luxembourg Stock Exchange, cause each Monthly
Servicer's Certificate to be filed with the Luxembourg Stock Exchange, for so
long as required by the Luxembourg Stock Exchange.
Section 14. Remittance Processing Procedures. (a) In the event
that the short-term credit rating of TRS is reduced below A-1 by Standard &
Poor's or P-1 by Moody's, the Trustee shall, at the close of business on the
fifth Business Day following notification to the Trustee of such downgrade,
complete and deliver the Lock Box Notices to the Remittance Banks; provided,
however, that in the event that within such five Business Day period (or such
longer period as Standard & Poor's and Moody's shall notify the Trustee is the
period within which the following arrangements may be put into place without
causing Standard & Poor's and Moody's to downgrade or withdraw their respective
ratings of the Class A Certificates, in which case the Trustee shall not deliver
the Lock Box Notices until the expiration of such period), there shall have been
delivered to the Trustee for the benefit of Investor Certificateholders either:
(i) (a) a letter of credit, surety bond or other similar
instrument acceptable to Standard & Poor's and Moody's providing that
an amount equal to 4% of the initial Invested Amount is available
thereunder to the Trustee in the event that TRS as Servicer fails to
deposit funds into the Collection Account as required under the
Agreement, and
24
(b) opinions of counsel acceptable to Standard & Poor's and Moody's
substantially to the effect that such letter of credit, surety bond or
other instrument is a legal, valid and binding obligation of the issuer
thereof and that any funds obtained by the Trustee thereunder would not
constitute an avoidable transfer of TRS under Section 547 of the
Bankruptcy Code; or
(ii) (a) cash in the amount of 4% of the initial Invested
Amount (the "Deposit"), which funds will be deposited into a segregated
trust account held in the name of the Trustee for the benefit of
Investor Certificateholders and shall be available to the Trustee in
the event that TRS as Servicer fails to deposit funds into the
Collection Account as required under the Agreement, (b) opinions of
counsel acceptable to Standard & Poor's and Moody's substantially to
the effect that such funds would not be considered property of TRS'
bankruptcy estate, that the deposit of such funds with the Trustee
would not constitute an avoidable transfer of TRS under Section 547 of
the Bankruptcy Code and that Section 362(a) of the Bankruptcy Code
would not apply to stay the withdrawal by the Trustee of such funds
from such account, and (c) an Opinion of Counsel substantially in the
form of Exhibit L to the Agreement; or
(iii) written confirmation from Standard & Poor's and Moody's
that other arrangements satisfactory to them have been put into place,
then the Trustee shall not complete or deliver the Lock Box Notices to the
Remittance Banks and the Lock Box Letters shall be cancelled and of no force and
effect and shall be returned by the Trustee to TRS. In the event that the Lock
Box Notices shall have been delivered by the Trustee, such Lock Box Notices
shall be cancelled by the Trustee and of no further force and effect from and
after such time as TRS shall have put other arrangements into place and
delivered to the Trustee written confirmation from Standard & Poor's of the
ratings of the Class A Certificates.
(b) The Trustee agrees that, in the event that the Trustee is required to
deliver the Lock Box Notices pursuant to subsection 14(a) above to the
Remittance Banks, the Trustee shall provide in such notices that TRS, as
Servicer, shall continue to have the right, on behalf of the Trustee, to
instruct the Remittance Banks as to transfers and withdrawals to be made from
the accounts subject to the Lock Box Letters. The Trustee may only revoke this
right of TRS, as Servicer, in connection with the termination and replacement of
TRS as Servicer hereunder. There shall be remitted to TRS daily all funds on
deposit in each account subject to the Lock Box Letters which are identified by
the Servicer as not being payments made by Obligors in respect of Accounts. As
provided in Section 4.01(d) of the Agreement, the Servicer shall continue to
allocate to the Holders of the Exchangeable Transferor Certificate the amounts
allocable to such Holders pursuant to such Section 4.01(d) or pursuant to any
Supplement and such amounts shall not be deposited into the Collection Account
but shall be paid as collected to the Holders of the Exchangeable Transferor
Certificate. Payments by Obligors in respect of Accounts to be distributed to
Certificateholders shall be remitted directly from accounts subject to the Lock
Box Letters to the Collection Account, subject, however, to distribution on a
daily basis to the Transferors as provided in and pursuant to Section 4.01(g) of
the Agreement.
Section 15. Ratification of Master Pooling and Servicing
Agreement. As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed
25
and the Agreement as so supplemented by this Series Supplement shall be read,
taken, and construed as one and the same instrument.
Section 16. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
Section 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL
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 18. Certain Accounting Related Amendments. In addition
to being subject to amendment pursuant to any other provisions relating to
amendments in either the Agreement or this Series Supplement, the Agreement or
this Series Supplement may be amended by the Transferors without the consent of
the Servicer, the Trustee or any Investor Certificateholder to account for the
transfer of assets as sales in accordance with FASB Statement No. 140, including
providing for the transfer of receivables from American Express Centurion Bank
to a bankruptcy-remote special purpose entity and from that entity to the
Trustee; provided that the Transferors shall have delivered a Tax Opinion on the
date of such amendment. Promptly after the effectiveness of any amendment
pursuant to this Section 18, the Transferors shall deliver a copy of such
amendment to each of the Servicer, the Trustee and each Rating Agency.
Section 19. Additional Representations and Warranties of the
Transferors. Each Transferor for itself only hereby makes the following
representations and warranties. Such representations and warranties shall
survive until the termination of this Series Supplement. Such representations
and warranties speak of the date that the Collateral (as defined below) is
transferred to the Trustee but shall not be waived by any of the parties to this
Series Supplement unless each Rating Agency shall have notified the Transferors,
the Servicer and the Trustee in writing that such waiver will not result in a
reduction or withdrawal of the rating of any outstanding Series or Class to
which it is a Rating Agency.
(a) The Agreement creates a valid and continuing
security interest (as defined in the applicable UCC) in favor of the
Trustee in the Receivables described in Section 2.01 of the Agreement
(the "Collateral"), which security interest is prior to all other liens
(except as otherwise provided in the Agreement), and is enforceable as
such against creditors of and purchasers from such Transferor.
(b) The Collateral constitutes "accounts" within the
meaning of the applicable UCC.
(c) At the time of its transfer of any Collateral to
the Trustee pursuant to the Agreement, such Transferor owned and had
good and marketable title to such Collateral free and clear of any
lien, claim or encumbrance of any Person.
(d) Such Transferor has caused or will have caused,
within ten (10)
26
days of the initial execution of the Agreement, the filing of all
appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the
security interest in the related Collateral granted to the Trustee
pursuant to the Agreement.
(e) Other than the security interest granted to the
Trustee pursuant to the Agreement, such Transferor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed
the Collateral. Such Transferor has not authorized the filing of and is
not aware of any financing statements against such Transferor that
include a description of the Collateral other than any financing
statement relating to the security interest granted to the Trustee
pursuant to the Agreement or that has been terminated. Such Transferor
is not aware of any judgment or tax lien filings against such
Transferor.
Section 20. Investments. 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 Series Supplement, the Trustee shall not hold any Eligible Investment
through an agent except as expressly permitted by this Section 20. Each term
used in this Section 20 and defined in the New York Uniform Commercial Code
shall have the meaning set forth in the New York Uniform Commercial Code.
Section 21. Account Additions Pursuant to Subsection
2.06(c)(vii) of the Agreement. For purposes of this Series Supplement,
subsection 2.06(c)(vii) of the Agreement shall provide as follows:
"(vii) The Rating Agencies shall have received ten (10) Business Days'
notice of such proposed addition of Additional Accounts; in the event that
Additional Accounts are being added pursuant to subsection 2.06(b), the
Transferors shall have received written confirmation from Moody's (if Moody's
shall then be a Rating Agency) that such addition would not result in a
downgrade or withdrawal of its then current rating of any outstanding Series of
Investor Certificates; and, in the event that the number of Additional Accounts
or the dollar amount of Receivables designated with respect to any three
consecutive Due Periods would exceed 15% of the number of Accounts or of the
total Receivables, respectively, as of the first day of the
27
calendar year during which such Due Periods commence or the number of Additional
Accounts or the dollar amount of Receivables designated during any such calendar
year would exceed 20% of the number of Accounts or of the total Receivables,
respectively, as of the first day of such calendar year, the Transferors shall
have received written confirmation from Standard & Poor's, (if Standard & Poor's
shall then be a Rating Agency) that such addition would not result in a
downgrade or withdrawal of its then current rating of any outstanding Series of
Investor Certificates."
28
IN WITNESS WHEREOF, the Transferors, the Servicer and the
Trustee have caused this Series 2001-1 Supplement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first above
written.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION,
as Transferor
By /s/ ββββ β. ββββββ
-----------------------------------------
Name: ββββ β. ββββββ
Title: Vice President and Treasurer
AMERICAN EXPRESS CENTURION BANK,
as Transferor
By /s/ βββββββ β. ββββ
-----------------------------------------
Name: βββββββ β. ββββ
Title: Assistant Treasurer
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as Servicer
By /s/ βββ β. βββββββββ
-----------------------------------------
Name: βββ β. βββββββββ
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK,
as Trustee
By βββββββββ ββββββββ
-----------------------------------------
Name: βββββββββ ββββββββ
Title: Assistant Vice President
[Signature Page - Series 2001-1 Supplement]
1
EXHIBIT A TO THE
SERIES 2001-1 SUPPLEMENT
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE
ISSUER OR ITS 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.
No. R-__ $________
Registered CUSIP No._____________
AMERICAN EXPRESS MASTER TRUST
FLOATING RATE CLASS A ACCOUNTS RECEIVABLE
TRUST CERTIFICATE, SERIES 2001-1
Each $1,000 minimum denomination represents a 1/750,000th
interest in the Series 2001-1 Class A Certificateholders' undivided interest in
the American Express Master Trust.
Evidencing an undivided interest in a trust, the corpus of which consists of
receivables generated or to be generated in a portfolio of the pay in full
portion of designated American Express(R) Card, American Express(R) Gold Card
and Platinum Card(R) Accounts.
(Not an interest in or recourse obligation of American Express
Receivables Financing Corporation, American Express Centurion Bank, American
Express Travel Related Services Company, Inc. ("TRS"), American Express Company
or any of their affiliates.)
This certifies that CEDE & CO. (the "Certificateholder") is
the registered owner of an Undivided Interest in the American Express Master
Trust (the "Trust") issued pursuant to the Amended and Restated Master Pooling
and Servicing Agreement, dated as of May 1, 1998 (the "Pooling and Servicing
Agreement"; such term to include any amendment or Supplement thereto) by and
among American Express Centurion Bank, as transferor and American Express
Receivables Financing Corporation, as transferor (together, the "Transferors"),
TRS, as Servicer (in such capacity, the "Servicer"), and The Bank of New York,
as Trustee (the "Trustee"), and the Series 2001-1 Supplement, dated as of
November 7, 2001, among the Transferors, the Servicer and the Trustee. The
corpus of the Trust consists of all of the Transferors' right, title and
interest in a portfolio of receivables now existing and hereafter created (the
"Receivables"), arising under certain charge card accounts owned by TRS and
American Express Centurion
A-1
Bank identified in the Pooling and Servicing Agreement from time to time
(collectively, the "Accounts"), all monies due or to become due with respect
thereto (including Recoveries) on and after the Cut Off Date, all proceeds of
such Receivables, all right, title and interest of the Transferors in, to and
under the Receivable Purchase Agreement, all monies as are from time to time
deposited in the Collection Account and any other account or accounts maintained
for the benefit of the Certificateholders and all monies as are from time to
time available under any Enhancement for any Series for payment to
Certificateholders. The holder of this Certificate is not entitled to the
benefit of any Enhancement for any other Series which may be a part of the
Trust's assets. The Receivables arise generally from the purchase of merchandise
and services, annual membership fees and other administrative fees billed to
obligors, as more fully specified in the Pooling and Servicing Agreement.
A portion of the Collections on the Receivables received in
any Due Period equal to the product of the aggregate amount of such Collections
and the Yield Factor will be treated as Yield Collections. The remainder of such
Collections will be treated as Principal Collections. Recoveries will not be
considered Collections but will be used as an offset to Defaulted Receivables.
The Yield Factor will initially be equal to 3.0%, and, subject to certain
limitations, may be changed from time to time by the Transferors.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Certificate does not purport to
summarize the Pooling and Servicing Agreement and reference is made to the
Pooling and Servicing Agreement, as amended and as supplemented by the Series
2001-1 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 Pooling and Servicing
Agreement and the Series 2001-1 Supplement may be requested from the Trustee by
writing to the Trustee at The Bank of New York, β ββββ βββββ, ββββ βββββ βββ
ββββ, βββ ββββ βββββ, Attention: Corporate Trust Division. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
them in the Pooling and Servicing Agreement as supplemented by the Series 2001-1
Supplement. This Certificate is one of a series of Certificates entitled
"American Express Master Trust Floating Rate Class A Accounts Receivable Trust
Certificates, Series 2001-1" (the "Class A Certificates"), each of which
represents a fractional undivided interest in the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be paid to the holder of a
Class A Certificate, and is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.
The Transferors have structured the Pooling and Servicing
Agreement and the Investor Certificates with the intention that the Investor
Certificates (other than those held by the Transferor) will qualify under
applicable tax law as indebtedness and the Transferor and each Investor
Certificateholder (or Certificate Owner) by acceptance of its Class A
Certificate (or, in the case of a Certificate Owner, by virtue of such
Certificate Owner's acquisition of a beneficial interest therein) or
participation herein, agrees to treat the Investor Certificates (other than
those held by the Transferor) (and any beneficial interest therein) for purposes
of Federal, state and local income or franchise taxes and any other tax imposed
on or measured by income, as
A-2
indebtedness. Each Certificateholder Agrees that it will cause any Certificate
Owner acquiring an interest in a Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment as indebtedness for certain tax
purposes.
The aggregate interest in the Trust represented by the Series
2001-1 Investor Certificates at any time shall not exceed an amount equal to the
Invested Amount at such time. The initial Invested Amount is $810,810,810. The
aggregate interest in the Trust represented by the Class A Certificates at any
time shall not exceed an amount equal to the Class A Invested Amount at such
time. The Class A Initial Invested Amount is $750,000,000. The Class A Invested
Amount on any date of determination will be an amount equal to (a) the Class A
Initial Invested Amount, minus (b) the amount of payments of principal paid to
the Class A Certificateholders prior to such date of determination, minus (c)
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates and, if the date of determination is a Distribution Date, the current
Distribution Date, plus (d) the aggregate amount of Yield Collections and
certain other amounts applied on all prior Distribution Dates for reimbursing
amounts deducted pursuant to the foregoing clause (c) and, if the date of
determination is a Distribution Date, the aggregate amount of Yield Collections
and certain other amounts applied for such Distribution Date for reimbursing
amounts deducted pursuant to the foregoing clause (c). In addition to the
Investor Certificates, an Exchangeable Transferor Certificate has been issued to
the Transferors pursuant to the Pooling and Servicing Agreement which will
represent an Undivided Interest in the Trust. The Exchangeable Transferor
Certificate will represent the interest in the Receivables not represented by
the Investor Certificates. The Exchangeable Transferor Certificate may be
exchanged by the Transferors pursuant to the Pooling and Servicing Agreement for
one or more Series of Investor Certificates and a reissued Exchangeable
Transferor Certificate upon the conditions set forth in the Pooling and
Servicing Agreement.
Interest will accrue on the unpaid principal amount of the
Class A Certificates at a per annum rate equal to one-month LIBOR plus 0.09%
(the "Class A Certificate Rate") and, except as otherwise provided herein, will
be distributed to Certificateholders on the fifteenth day of each month (or, if
such day is not a Business Day, on the next succeeding Business Day) (each, a
"Distribution Date") and on the Expected Final Payment Date, commencing December
17, 2001. If (a) a Pay Out Event occurs or (b) the final principal payment on
the Class A Certificates is not made on the Expected Final Payment Date, then
thereafter interest will be distributed to the Class A Certificateholders
monthly on each Special Payment Date. Interest for any Distribution Date will
include accrued interest in an amount equal to the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal balance of the Class A
Certificates as of the related Record Date (or, in the case of the first
Distribution Date, as of the Closing Date). Interest for any Distribution Date
or Special Payment Date due but not paid on any Distribution Date or Special
Payment Date will be due on the next succeeding Distribution Date or Special
Payment Date together with, to the extent permitted by applicable law,
additional interest on such amount at the Class A Certificate Rate plus 2% per
annum. Interest will be calculated on the basis of the actual number of days in
the related Due Period and a 360-day year.
No principal will be payable to the Class A Certificateholders
until the Expected Final Payment Date or, upon the occurrence of a Pay Out Event
as described in the Pooling and Servicing Agreement, on the first Special
Payment Date. No principal will be payable to the Class B Certificateholders
until all principal payments have been made to the Class A
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Certificateholders. For each Due Period during the period beginning on the
Closing Date and ending on the day prior to the day on which the Controlled
Accumulation Period or the Early Amortization Period commences (the "Revolving
Period"), all Principal Collections allocable to the Investor Interest will be
treated as Excess Principal Collections. The Servicer will allocate Excess
Principal Collections as provided in the Pooling and Servicing Agreement which
may include any principal distributions to Investor Certificateholders and
deposits to principal funding accounts for any Series which are either scheduled
or permitted and which have not been covered out of the Principal Collections
allocable to such other Series.
The Servicer shall deposit Collections into the Collection
Account in the amounts and at the time required by the Pooling and Servicing
Agreement. The Servicer shall apply or shall cause the Trustee to apply the
funds on deposit in the Collection Account with respect to each Distribution
Date as provided in the Pooling and Servicing Agreement.
TRS, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to the sum of, with
respect to all Series, one-twelfth of the product of the applicable Servicing
Fee Percentages with respect to each Series and the sum of an allocable portion
of the Transferor Interest and the aggregate Invested Amount with respect to
each Series with respect to the related Due Period. The portion of the servicing
fee for each Due Period allocable to the Certificateholders' Interest shall be
equal to one-twelfth of the product of (A) 2.0% (the Servicing Fee Percentage
for the Series 2001-1 Investor Certificates) and (B) the amount of the Class A
Adjusted Invested Amount and the Class B Invested Amount, on the last day of the
second preceding Due Period or, in the case of the first Distribution Date, the
initial principal amount of the Class A Certificates and the Class B
Certificates.
With respect to the Class A Certificates, the Servicer shall
instruct the Trustee or the Paying Agent to make the following distributions at
the following times and in the following priority from the Collection Account
and the Principal Funding Account:
(a) on each Distribution Date, on each Special Payment Date
and on the Expected Final Payment Date, Class A Monthly Interest and
unpaid Class A Monthly Interest, plus additional interest thereon, to
the extent available from the Floating Allocation Percentage of Yield
Collections, shall be distributed to the Class A Certificateholders;
and
(b) on each Special Payment Date and on the Expected Final
Payment Date, all amounts on deposit in the Principal Funding Account,
up to a maximum amount on any such date equal to the unpaid Class A
Invested Amount on such date, shall be distributed to the Class A
Certificateholders.
If Yield Collections allocable to the Certificateholders'
Interest for any Due Period are insufficient to pay the Investor Default Amount
for such Due Period in accordance with the priorities set forth in the Pooling
and Servicing Agreement, then the Class B Invested Amount will be reduced by an
amount equal to such insufficiency. If the Class B Invested Amount is reduced to
zero, any further insufficiency will reduce the Class A Invested Amount, but not
in excess of the Investor Default Amount for such Due Period, and the Class A
A-4
Certificateholders will bear directly the credit and other risks associated with
their undivided interest in the Trust.
The amount in respect of interest payments to be paid on each
Distribution Date, Special Payment Date or Expected Final Payment Date to the
holder of this Certificate will be equal to the product of the aggregate
Undivided Interest evidenced by this Certificate and the aggregate of all
payments of interest to be made to the Class A Certificateholders on such date.
The amount in respect of principal payments on each Special Payment Date or
Expected Final Payment Date with respect to the holder of this Certificate will
be equal to the product of the aggregate Undivided Interest evidenced by this
Certificate and the aggregate of all payments of principal to be made to Class A
Certificateholders on such date. Distributions with respect to this 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 (except for
the final distribution in respect of this Certificate) without the presentation
or surrender of this Certificate or the making of any notation thereon, except
that with respect to Certificates registered in the name of the nominee of a
Clearing Agency, distributions will be made in the form of wire transfer of
immediately available funds.
This Certificate does not represent a recourse obligation of,
or an interest in, the Transferors, the Servicer or any of their affiliates and
is not insured or guaranteed by any governmental agency. This Certificate is
limited in right of payment to certain Collections with respect to the
Receivables all as more specifically set forth in the Pooling and Servicing
Agreement.
Pursuant to the Pooling and Servicing Agreement, the
Transferors have the right (subject to certain limitations and conditions), and
in some circumstances is obligated, to designate additional eligible accounts to
be included as Accounts (the "Additional Accounts") and to convey to the Trust
all of the Receivables in the Additional Accounts, whether such Receivables are
then existing or thereafter created.
The Transferors may, and in some circumstances is obligated
to, designate (subject to the terms and conditions of the Pooling and Servicing
Agreement), Accounts for deletion and removal from the Accounts previously
designated as Accounts.
The Pooling and Servicing Agreement may be amended from time
to time by the Servicer, the Transferors and the Trustee, without the consent of
any of the Investor Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsistent with any other
provisions therein or to add, modify or eliminate such provisions as the
Transferors may deem necessary, in order to enable all or a portion of the Trust
to (i) qualify as, and to permit an election to be made to cause the Trust to be
treated as a "financial asset securitization investment trust" as described in
Section 860L of the Code and (ii) to avoid the imposition of state or local
income or franchise taxes imposed on the Trust's property or its income and to
add any other provisions with respect to matters or questions raised under the
Pooling and Servicing Agreement which shall not be inconsistent with the
provisions of the Pooling and Servicing Agreement; provided, however, that such
action shall not adversely affect in any material respect the interests of any
of the Investor Certificateholders. Additionally, the Pooling and Servicing
Agreement may be amended from time to time by the Servicer, the
A-5
Transferors and the Trustee, without the consent of any of the
Certificateholders, to add to or change any of the provisions of the Pooling and
Servicing Agreement to provide that Bearer Certificates may be registrable as to
principal, to change or eliminate any restrictions on the payment of principal
of (or premium, if any) or any interest on Bearer Certificates to comply with
the Bearer Rules, to permit Bearer Certificates to be issued in exchange for
Registered Certificates (if then permitted by the Bearer Rules), to permit
Bearer certificates to be issued in exchange for Bearer Certificates of other
authorized denominations or to permit the issuance of Investor Certificates in
uncertificated form, provided any such action shall not adversely affect the
interest of the Holders of Bearer Certificates of any Series or any related
Coupons in any material respect unless such amendment is necessary to comply
with the Bearer Rules. The Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Trustee's own rights, duties or
immunities under the Agreement or otherwise.
The Pooling and Servicing Agreement may also be amended from
time to time by the Servicer, the Transferors and the Trustee, without the
consent of any of the Investor Certificateholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement, or of modifying in any manner the rights of the Holders of
Investor Certificates; provided that (i) the Servicer shall have provided an
Opinion of Counsel to the Trustee to the effect that such amendment will not
materially and adversely affect the interests of the Investor Certificateholders
of any outstanding Series (or l00% of the lass of Certificateholders so affected
have consented), (ii) such amendment shall not, as evidenced by an Opinion of
Counsel, cause the Trust to be characterized for Federal income tax purposes as
an association taxable as a corporation or otherwise have any material adverse
impact on the Federal income taxation of any outstanding Series of Investor
Certificates or any Certificate Owner and (iii) the Rating Agencies shall
confirm that such amendment shall not cause a reduction or withdrawal of the
rating of any outstanding Series of Certificates; provided further that such
amendment shall not reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate of such
Series without the consent of the related Investor Certificateholder, change the
definition of or the manner of calculating the interest of any Investor
Certificateholder of such Series without the consent of the related Investor
Certificateholder or reduce the aforesaid percentage required to consent to any
such amendment, in each case without the consent of all such Investor
Certificateholders.
The Pooling and Servicing Agreement may also be amended from
time to time by the Servicer, the Transferors and the Trustee with the consent
of the Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 66-2/3% of the Invested Amount of all Series adversely
affected, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or of modifying in any
manner the rights of the Investor Certificateholders of any Series then issued
and outstanding; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, distributions which are
required to be made on any Investor Certificate of such Series without the
consent of the related Investor Certificateholder; (ii) change the definition of
or the manner of calculating the Invested Amount, the Invested Percentage, the
applicable available amount under any Enhancement or the Investor Default Amount
of such Series without the consent of each related Investor Certificateholder;
or (iii) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of each related Investor Certificateholder.
A-6
In addition to being subject to amendment pursuant to any
other provisions relating to amendments in either the Pooling and Servicing
Agreement or the Series 2001-1 Supplement, the Pooling and Servicing Agreement
or the Series 2001-1 Supplement may be amended by the Transferors without the
consent of the Servicer, the Trustee or any Investor Certificateholder to
account for the transfer of assets as sales in accordance with FASB Statement
No. 140, including providing for the transfer of receivables from American
Express Centurion Bank to a bankruptcy-remote special purpose entity and from
that entity to the Trustee; provided that the Transferors shall have delivered a
tax opinion, as provided in the Series 2001-1 Supplement, on the date of such
amendment. Promptly after the effectiveness of any amendment made to account for
the transfer of assets as sales in accordance with FASB Statement No. 140, the
Transferors shall deliver a copy of such amendment to each of the Servicer, the
Trustee and each Rating Agency.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this 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 and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
and for the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates evidencing like aggregate Undivided Interests, as requested by the
Certificateholder surrendering such Certificates. No service charge may be
imposed for any such exchange but the Trustee 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 Transferors, Servicer, 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 Certificate is registered as the owner hereof for all
purposes, and neither the Transferors, the Servicer, the Trustee, the Paying
Agent, and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
At the option of the Transferors, but subject to certain
conditions set forth in the Pooling and Servicing Agreement, the aggregate
principal amount of the Class A Certificates is subject to retransfer to the
Transferors on any Distribution Date on or after which the Invested Amount is
less than or equal to $81,081,081 (10% of the Class A Initial Invested Amount
and the Class B Initial Invested Amount). The retransfer price will be equal to
the applicable Invested Amount plus accrued and unpaid interest on the Class A
Certificates and the Class B Certificates through the day preceding the
Distribution Date on which the retransfer occurs.
Subject to certain conditions in the Pooling and Servicing
Agreement, if the Invested Amount of the Series 2001-1 Certificates is greater
than zero on the September 2005 Distribution Date (the "Series 2001-1
Termination Date"), the Trustee shall sell or cause to be sold an amount of
Receivables up to 110% of the applicable Invested Amount at the close of
A-7
business on such date, but not more than the total amount of Receivables
allocable to the Series 2001-1 Certificates, and apply the proceeds of such sale
as provided in the Pooling and Servicing Agreement.
Following the termination of the Trust pursuant to Section
12.01 of the Pooling and Servicing Agreement and the surrender of this
Certificate, the Trustee shall assign and convey to the Transferors (without
recourse, representation or warranty) all right, title and interest of the Trust
in the Receivables, whether then existing or thereafter created, and all
proceeds thereof, except for amounts held by the Paying Agent. The Trustee shall
execute and deliver such instruments of transfer and assignment, in each case
without recourse, as shall be reasonably requested by the Transferor to vest in
the Transferors all right, title and interest which the Trustee had in the
applicable Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
IN WITNESS WHEREOF, American Express Receivables Financing
Corporation and American Express Centurion Bank have caused this American
Express Master Trust Floating Rate Class A Accounts Receivable Trust
Certificate, Series 2001-1 to be duly executed under its official seal.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By:
--------------------------------------
Authorized Signatory
[SEAL]
AMERICAN EXPRESS CENTURION BANK
By:
--------------------------------------
Authorized Signatory
[SEAL]
A-8
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 2001-1 Class A Certificates referred
to in the within-mentioned Pooling and Servicing Agreement.
Dated: ___________ THE BANK OF NEW YORK
as Trustee
By:
---------------------------------
Authorized Signatory
A-9
EXHIBIT B to
the Series 2001-1 Supplement
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS
PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE
MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, (C) TO
THE TRANSFEROR, (D) TO A PERSON WHO THE SELLER 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 ON RULE 144A, OR (E) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.
NEITHER THE ISSUER NOR THE TRUSTEE IS OBLIGATED TO REGISTER THE CERTIFICATES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
NO RESALE OR TRANSFER OR PLEDGE OF THIS CERTIFICATE MAY BE
MADE EXCEPT WITH THE EXPRESS CONSENT OF AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION AND AMERICAN EXPRESS CENTURION BANK. THIS CERTIFICATE DETAILS OTHER
CONDITIONS TO THE TRANSFER THEREOF.
No. R-__ $_______
Registered CUSIP No.__________
AMERICAN EXPRESS MASTER TRUST
FLOATING RATE CLASS B ACCOUNTS RECEIVABLE
TRUST CERTIFICATE, SERIES 2001-1
Each $1,000 minimum denomination represents a 1/60,810.81th
interest in the Series 2001-1 Class B Certificateholders' undivided interest in
the American Express Master Trust.
Evidencing an Undivided Interest in a trust, the corpus of which consists of
receivables generated or to be generated in a portfolio of the pay in full
portion of designated American Express(R) Card, American Express(R) Gold Card
and Platinum Card(R) Accounts.
(Not an interest in or recourse obligation of American Express
Receivables Financing Corporation, American Express Travel Related Services
Company, Inc. ("TRS"), American Express Centurion Bank, American Express Company
or any of their affiliates.)
This certifies that American Express Receivables Financing
Corporation (the "Certificateholder") is the registered owner of an Undivided
Interest in the American Express Master Trust (the "Trust") issued pursuant to
the Amended and Restated Master Pooling and
B-1
Servicing Agreement, dated as of May 1, 1998 (the "Pooling and Servicing
Agreement"; such term to include any amendment or Supplement thereto) by and
among American Express Centurion Bank, as transferor, American Express
Receivables Financing Corporation, as transferor (together, the "Transferors"),
TRS, as Servicer (the "Servicer"), and The Bank of New York, as Trustee (the
"Trustee"), and the Series 2001-1 Supplement, dated as of November 7, 2001,
among the Transferors, the Servicer and the Trustee. The corpus of the Trust
consists of all of the Transferors' right, title and interest in a portfolio of
receivables now existing and hereafter created (the "Receivables") arising under
certain charge card accounts owned by TRS and American Express Centurion Bank
identified in the Pooling and Servicing Agreement from time to time
(collectively, the "Accounts"), all monies due or to become due with respect
thereto (including Recoveries) on and after the Cut Off Date, all proceeds of
such Receivables, all right, title and interest of the Transferors in, to and
under the Receivable Purchase Agreement, all monies as are from time to time
deposited in the Collection Account and any other account or accounts maintained
for the benefit of the Certificateholders and all monies as are from time to
time available under any Enhancement for any Series for payment to
Certificateholders. The holder of this Certificate is not entitled to the
benefit of any Enhancement for any other Series which may be a part of the
Trust's assets. The Receivables arise generally from the purchase of merchandise
and services, annual membership fees and certain other administrative fees
billed to Obligors, as more fully specified in the Pooling and Servicing
Agreement.
A portion of the Collections on the Receivables received in
any Due Period equal to the product of the aggregate amount of such Collections
and the Yield Factor will be treated as Yield Collections. The remainder of such
Collections will be treated as Principal Collections. Recoveries will not be
considered Collections but will be used as an offset to Defaulted Receivables.
The Yield Factor will initially be equal to 3.0%, and, subject to certain
limitations, may be changed from time to time by the Transferors.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Certificate does not purport to
summarize the Pooling and Servicing Agreement and reference is made to the
Pooling and Servicing Agreement, as amended and as supplemented by the Series
2001-1 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 Pooling and Servicing
Agreement and the Series 2001-1 Supplement may be requested from the Trustee by
writing to the Trustee at The Bank of New York, βββ βββββββ ββββββ, βββ ββββ,
βββ ββββ βββββ, Attention: Corporate Trust Division. To the extent not defined
herein, capitalized terms used herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, as supplemented by the Series 2001-1
Supplement. This Certificate is one of a series of Certificates entitled
"American Express Master Trust Floating Rate Class B Accounts Receivable Trust
Certificates, Series 2001-1" (the "Certificates"), each of which represents a
fractional undivided interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in the
Pooling and Servicing Agreement to be paid to the holder of a Class B
Certificate, and is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. The Class B Certificates represent subordinated interests in the Trust.
B-2
The Transferors have structured the Pooling and Servicing
Agreement and the Investor Certificates with the intention that the Investor
Certificates (other than those held by the Transferor) will qualify under
applicable tax law as indebtedness and the Transferor and each Investor
Certificateholder by acceptance of its Certificate or participation herein,
agrees to treat the Investor Certificates (other than those held by the
Transferor) (and any beneficial interest therein) for purposes of Federal, state
and local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness.
The aggregate interest in the Trust represented by the Series
2001-1 Investor Certificates at any time shall not exceed an amount equal to the
Invested Amount at such time. The initial Invested Amount is $810,810,810. The
aggregate interest represented by the Class B Certificates at any time in the
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
$60,810,810. The Class B Invested Amount on any date of determination will be an
amount equal to (a) the Class B Initial Invested Amount minus (b) the amount of
payments of principal paid to the Class B Certificateholders prior to such date
of determination, minus (c) the aggregate amount of Class B Investor Charge-Offs
for all prior Distribution Dates and, if the date of determination is a
"Distribution Date" the current Distribution Date, plus (d) the aggregate amount
of Yield Collections and certain other amounts applied on all prior Distribution
Dates for reimbursing amounts deducted pursuant to the foregoing clause (c) and,
if the date of determination is a Distribution Date, the aggregate amount of
Yield Collections and certain other amounts applied for such Distribution Date
for reimbursing amounts deducted pursuant to the foregoing clause (c). If Yield
Collections allocable to the Certificateholders Interest for any Due Period are
insufficient to pay the Investor Default Amount for such Due Period in
accordance with the priorities set forth in the Pooling and Servicing Agreement
listed below, then the Class B Invested Amount will be reduced by an amount
equal to such insufficiency. The Class B Invested Amount may be reinstated under
certain circumstances described in the Pooling and Servicing Agreement. In
addition to the Investor Certificates, an Exchangeable Transferor Certificate
has been issued to the Transferors pursuant to the Pooling and Servicing
Agreement which will represent an Undivided Interest in the Trust. The
Exchangeable Transferor Certificate will represent the interest in the Trust not
represented by the Investor Certificates. The Exchangeable Transferor
Certificate may be exchanged by the Transferors pursuant to the Pooling and
Servicing Agreement for one or more Series of Investor Certificates and a
reissued Exchangeable Transferor Certificate upon the conditions set forth in
the Pooling and Servicing Agreement.
Interest will accrue on the unpaid principal amount of the
Class B Certificates at a per annum rate equal to one-month LIBOR plus ___% per
annum (the "Class B Certificate Rate") and, except as otherwise provided herein,
will be distributed to Certificateholders on the fifteenth day of each month
(or, if such day is not a Business Day, on the next succeeding Business Day)
(each, a "Distribution Date") , commencing December 17, 2001. Any accrued
interest at the Class B Certificate Rate from and including the preceding
Distribution Date or, in the case of the first Distribution Date from and
including the Closing Date, to but excluding such Distribution Date shall be
paid in accordance with the priorities set forth below. Interest for any
Distribution Date due but not paid on any Distribution Date will be due on the
next succeeding Distribution Date together with, to the extent permitted by
applicable law, additional interest on such amount at the Class B Certificate
Rate plus 2% per annum. Interest will be calculated on
B-3
the basis the actual number of days in the related Due Period and a 360-day
year. The right of the Class B Certificateholders to receive interest payments
on the Class B Certificates each month, including interest due but not paid on a
prior Distribution Date or Special Payment Date, will be subordinated under all
circumstances to the right of the Class A Certificateholders to receive monthly
allocations of interest with respect to the Class A Certificates.
No principal will be payable to the Class B Certificateholders
until all principal payments have been made to the Class A Certificateholders.
For each Due Period during the period beginning on the Closing Date and ending
on the day prior to the day on which the Controlled Accumulation Period or Early
Amortization Period commences (the "Revolving Period"), all Principal
Collections allocable to the Investor Interest will be treated as Excess
Principal Collections. The Servicer will allocate Excess Principal Collections
as provided in the Pooling and Servicing Agreement which may include any
principal distributions to Investor Certificateholders and deposits to principal
funding accounts for any Series which are either scheduled or permitted and
which have not been covered out of Principal Collections allocable to such other
Series.
The Servicer shall deposit Collections into the Collection
Account in the amounts and at the times required by the Pooling and Servicing
Agreement. The Servicer shall apply or shall cause the Trustee to apply the
funds on deposit in the Collection Account with respect to each Distribution
Date as provided in the Pooling and Servicing Agreement.
TRS, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee in an amount equal to the sum of, with
respect to all Series, one-twelfth of the product of the applicable Servicing
Fee Percentages with respect to each Series and the sum of an allocable portion
of the Transferor Interest and the applicable Invested Amount with respect to
each Series with respect to the related Due Period. The portion of the servicing
fee for each Due Period allocable to the Certificateholders' Interest shall be
equal to one-twelfth of the product of (A) 2.0% (the Servicing Fee Percentage
for the Series 2001-1 Investor Certificates) and (B) the amount of the Class A
Invested Amount and the Class B Invested Amount, on the last day of the second
preceding Due Period or, in the case of the first Distribution Date, the initial
principal amount of the Class A Certificates and the Class B Certificates.
Payments to Class B Certificateholders will be made from the
Collection Account and the Principal Funding Account. The proceeds of any
optional repurchase of the Class B Certificates by the Transferors will be
deposited into the Collection Account and the Principal Funding Account, as
applicable, on the Distribution Date on which such purchase occurs. The Servicer
shall instruct the Trustee or the Paying Agent to make the following
distributions at the following times and in the following priority from the
Collection Account and the Principal Funding Account:
(a) on each Distribution Date, on each Special Payment Date
and on the Expected Final Payment Date, Class A Monthly Interest and
unpaid Class A Monthly interest, plus additional interest thereon, to
the extent available from the Floating Allocation Percentage of Yield
Collections, shall be distributed to the Class A Certificateholders;
B-4
(b) on each Distribution Date, Class B Monthly Interest and
unpaid Class B Monthly Interest, plus additional interest thereon, to
the extent available from the Floating Allocation Percentage of Yield
Collections, shall be distributed to the Class B Certificateholders;
(c) on each Special Payment Date and on the Expected Final
Payment Date, all amounts on deposit in the Principal Funding Account,
up to a maximum amount on any such date equal to the unpaid Class A
Invested Amount on such date, shall be distributed to the Class A
Certificateholders and any funds remaining in the Principal Funding
Account after the Class A Certificates have been paid in full shall be
deposited in the Collection Account; and
(d) on the Expected Final Payment Date and each Special
Payment Date on and after which the Class A Certificates have been paid
in full, all amounts on deposit in the Collection Account, up to a
maximum amount on any such date equal to the unpaid Class B Invested
Amount on such date, shall be distributed to the Class B
Certificateholders.
The amount in respect of interest to be distributed on each
Distribution Date to the holder of this Certificate will be equal to the product
of the aggregate Undivided Interest evidenced by this Certificate and the
aggregate of all payments to be made to the Class B Certificateholders on such
Distribution Date. The amount in respect of principal to be distributed on each
Special Payment Date or Expected Final Payment Date with respect to the holder
of this Certificate will be equal to the product of the aggregate Undivided
Interest evidenced by this Certificate and the aggregate of all payments of
principal to be made to the Class B Certificateholders on such date.
Distributions with respect to this 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 (except for the final distribution in
respect of this Certificate) without the presentation or surrender of this
Certificate or the making of any notation thereon.
This Certificate does not represent a recourse obligation of,
or an interest in, the Transferors, the Servicer or any of their affiliates and
is not insured or guaranteed by any governmental agency. This Certificate is
limited in right of payment to certain Collections with respect to the
Receivables all as more specifically set forth in the Pooling and Servicing
Agreement.
Pursuant to the Pooling and Servicing Agreement, the
Transferors have the right (subject to certain limitations and conditions), and
in some circumstances is obligated, to designate additional eligible accounts to
be included as Accounts (the "Additional Accounts") and to convey to the Trust
all of the Receivables in the Additional Accounts, whether such Receivables are
then existing or thereafter created.
The Transferors may, and in some circumstances is obligated
to, designate (subject to the terms and conditions of the Pooling and Servicing
Agreement) Accounts for deletion and removal from the Accounts previously
designated as Accounts.
B-5
The Pooling and Servicing Agreement may be amended from time
to time by the Servicer, the Transferors and the Trustee, without the consent of
any of the Investor Certificateholders, to cure any ambiguity, to correct or
supplement any provisions therein which may be inconsistent with any other
provisions therein or to add, modify or eliminate such provisions as the
Transferors may deem necessary, in order to enable all or a portion of the Trust
to (i) qualify as, and to permit an election to be made to cause the Trust to be
treated as a "financial asset securitization investment trust" as described in
Section 860L of the Code and (ii) to avoid the imposition of state or local
income or franchise taxes imposed on the Trust's property or its income and to
add any other provisions with respect to matters or questions raised under the
Pooling and Servicing Agreement which shall not be inconsistent with the
provisions of the Pooling and Servicing Agreement; provided, however, that such
action shall not adversely affect in any material respect the interests of any
of the Investor Certificateholders. Additionally, the Pooling and Servicing
Agreement may be amended from time to time by the Servicer, the Transferors and
the Trustee, without the consent of any of the Certificateholders, to add to or
change any of the provisions of the Pooling and Servicing Agreement to provide
that Bearer Certificates may be registrable as to principal, to change or
eliminate any restrictions on the payment of principal of (or premium, if any)
or any interest on Bearer Certificates to comply with the Bearer Rules, to
permit Bearer Certificates to be issued in exchange for Registered Certificates
(if then permitted by the Bearer Rules), to permit Bearer Certificates to be
issued in exchange for Bearer Certificates of other authorized denominations or
to permit the issuance of Investor Certificates in uncertificated form, provided
any such action shall not adversely affect the interest of the Holders of Bearer
Certificates of any Series or any related Coupons in any material respect unless
such amendment is necessary to comply with the Bearer Rules. The Trustee may,
but shall not be obligated to, enter into any such amendment which affects the
Trustee's own rights, duties or immunities under the Agreement or otherwise.
The Pooling and Servicing Agreement may also be amended from
time to time by the Servicer, the Transferors and the Trustee, without the
consent of any of the Investor Certificateholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement, or of modifying in any manner the rights of the Holders of
Investor Certificates; provided that (i) the Servicer shall have provided an
Opinion of Counsel to the Trustee to the effect that such amendment will not
materially and adversely affect the interests of the Investor Certificateholders
of any outstanding Series (or 100% of Certificateholders so affected have
consented), (ii) such amendment shall not, as evidenced by an Opinion of
Counsel, cause the Trust to be characterized for Federal income tax purposes as
an association taxable as a corporation or otherwise have any material adverse
impact on the Federal income taxation of any outstanding Series of Investor
Certificates or any Certificate Owner and (iii) the Rating Agencies shall
confirm that such amendment shall not cause a reduction or withdrawal of the
rating of any outstanding Series of Certificates; provided further that such
amendment shall not reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate of such
Series without the consent of the related Investor Certificateholder, change the
definition of or the manner of calculating the interest of any Investor
Certificateholder of such Series without the consent of the related Investor
Certificateholder or reduce the aforesaid percentage required to consent to any
such amendment, in each case without the consent of all such Investor
Certificateholders.
B-6
The Pooling and Servicing Agreement may also be, amended from
time to time by the Servicer, the Transferors and the Trustee with the consent
of the Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 66-2/3% of the Invested Amount of all Series adversely
affected, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or of modifying in any
manner the rights of the Investor Certificateholders of any Series then issued
and outstanding; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, distributions which are
required to be made on any Investor Certificate of such Series without the
consent of the related Investor Certificateholder; (ii) change the definition of
or the manner of calculating the Invested Amount, the Invested Percentage, the
applicable available amount under any Enhancement or the Investor Default Amount
of such Series without the consent of each related Investor Certificateholder;
or (iii) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of each related Investor Certificateholder.
In addition to being subject to amendment pursuant to any
other provisions relating to amendments in either the Pooling and Servicing
Agreement or the Series 2001-1 Supplement, the Pooling and Servicing Agreement
or the Series 2001-1 Supplement may be amended by the Transferors without the
consent of the Servicer, the Trustee or any Investor Certificateholder to
account for the transfer of assets as sales in accordance with FASB Statement
No. 140, including providing for the transfer of receivables from American
Express Centurion Bank to a bankruptcy-remote special purpose entity and from
that entity to the Trustee; provided that the Transferors shall have delivered a
tax opinion, as provided in the Series 2001-1 Supplement, on the date of such
amendment. Promptly after the effectiveness of any amendment made to account for
the transfer of assets as sales in accordance with FASB Statement No. 140, the
Transferors shall deliver a copy of such amendment to each of the Servicer, the
Trustee and each Rating Agency.
Each purchaser of a Class B Certificate from the Transferors
shall represent and warrant to the Transferors that it is acquiring such Class B
Certificate without a view to any distribution or resale or other transfer
thereof except, with respect to any Certificate or any interest or participation
thereof, as contemplated in the next succeeding sentence. The purchaser of this
Class B Certificate will not resell or otherwise transfer any of the Class B
Certificates except (A) in accordance with Section 6.03 of the Pooling and
Servicing Agreement and (B)(i) pursuant to an effective registration statement
under the Securities Act; (ii) in a transaction exempt from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws; (iii) to the Transferors; (iv) to a person who the Purchaser reasonably
believes is a qualified institutional buyer (within the meaning of Rule 144A
under the Securities Act) that is aware that the resale or other transfer is
being made in reliance upon Rule 144A; or (v) pursuant to Regulation S under the
Securities Act.
As a condition to the initial transfer or any pledge of this
Certificate to any entity other than a corporation that is a member of the
consolidated tax group of which RFC is a member, the holder hereof shall be
required to deliver to the Trustee an Opinion of Counsel to the effect that this
Certificate, upon transfer, will be characterized as debt or an interest in a
partnership for federal income tax purposes. Prior to the transfer of this
Certificate to any Affiliate of the Transferor, the Servicer shall provide to
the Trustee written confirmation from
B-7
each Rating Agency that such transfer will not result in the downgrade or
withdrawal of any rating on the Class A Certificates. Prior to any such transfer
of this Certificate, the Transferors shall certify to the Trustee in writing
whether the proposed transferee of this Certificate is an Affiliate of the
Transferor and the Trustee shall be entitled to rely conclusively on such
certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this 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 and the Transfer Agent and Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
and for the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class B Certificates are exchangeable
for new Class B Certificates evidencing like aggregate Undivided Interests, as
requested by the Certificateholder surrendering such Class B Certificates. No
service charge may be imposed for any such exchange but the Trustee 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 Transferors, Servicer, 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 Certificate is registered as the owner hereof for all
purposes, and neither the Transferors, the Servicer, the Trustee, the Paying
Agent, and the Transfer Agent and Registrar, nor any agent of any of them or of
any such agent shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
At the option of the Transferors, but subject to certain
conditions set forth in the Pooling and Servicing Agreement, the aggregate
principal amount of the Class A and Class B Certificates is subject to
retransfer to the Transferors on any Distribution Date on or after which the
Invested Amount is less than or equal to $81,081,081 (10% of the Class A Initial
Invested Amount and the Class B Initial Invested Amount). The retransfer price
will be equal to the applicable Invested Amount plus accrued and unpaid interest
on the Class A Certificates and the Class B Certificates through the day
preceding the Distribution Date on which the retransfer occurs.
Subject to certain conditions in the Pooling and Servicing
Agreement, if the Invested Amount of the Series 2001-1 Certificates is greater
than zero on the September 2005 Distribution Date (the "Series 2001-1
Termination Date"), the Trustee shall sell or cause to be sold an amount of
Receivables up to 110% of the applicable Invested Amount at the close of
business on such date, but not more than the total amount of Receivables
allocable to the Series 2001-1 Investor Certificates, and apply the proceeds of
such sale as provided in the Pooling and Servicing Agreement.
Following the termination of the Trust pursuant to Section
12.01 of the Pooling and Servicing Agreement and the surrender of this
Certificate, the Trustee shall assign and
B-8
convey to the Transferors (without recourse, representation or warranty) all
right, title and interest of the Trust in the Receivables, whether then existing
or thereafter created, and all proceeds thereof, except for amounts held by the
Paying Agent. The Trustee shall execute and deliver such instruments of transfer
and assignment, in each case without recourse, as shall be reasonably requested
by the Transferors to vest in the Transferors all right, title and interest
which the Trustee had in the applicable Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
B-9
IN WITNESS WHEREOF, American Express Receivables Financing
Corporation and American Express Centurion Bank have caused this American
Express Master Trust Floating Rate Class B Accounts Receivable Trust
Certificate, Series 2001-1 to be duly executed under its official seal.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By:
---------------------------------------
Authorized Signatory
[SEAL]
AMERICAN EXPRESS CENTURION BANK
By:
---------------------------------------
Authorized Signatory
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 2001-1 Class B Certificates referred
to in the within-mentioned Pooling and Servicing Agreement.
Dated: ____________ THE BANK OF NEW YORK
as Trustee
By:
----------------------------------
Authorized Signatory
B-10
Exhibit C-1 to The
Series 2001-1 Supplement
Payment Date Statement
American Express Travel Related Services Company, Inc.
-------------------------------------------------
American Express Master Trust
-------------------------------------------------
Floating Rate Class A Accounts Receivable Trust Certificates
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc. ("TRS"), as Servicer, pursuant to
the Amended and Restated Master Pooling and Servicing Agreement, dated as of May
1, 1998, as amended and as supplemented by the Series 2001-1 Supplement, dated
as of November 7, 2001 (as supplemented, the "Agreement"), among TRS, American
Express Centurion Bank, as Transferor, American Express Receivables Financing
Corporation, as Transferor, and The Bank of New York, as Trustee, does hereby
certify the information set forth below.
1. Capitalized terms used in this Payment Date Statement have their
respective meanings as set forth in the Agreement. This Payment Date
Statement is delivered pursuant to Section 5.02 of the Agreement.
References herein to certain sections and subsections are references to
the respective sections and subsections in the Agreement.
2. TRS is Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. The "Record Date" referred to herein is _______________, _______.
Information Regarding the Current Distribution Date, Special Payment
Date or Expected Final Payment Date to Class A Certificateholders.
(Also, stated on the Basis of $1,000 Original Certificate Principal
Amount).
C-1-1
1. Total Class A distributions..................................... $_______
2. Class A principal distributions................................. $_______
3. Class A interest distributions.................................. $_______
4. Class A Certificate Rate for Interest Period related to
Current Distribution Date....................................... _______%
5. Interest Period related to Current Distribution Date............ ________
6. Excess of Class A principal balance over Class A Invested
Amount as of the Record Date.................................... $_______
7. Class A Invested Amount as of the Record Date/Class A Initial
Invested Amount (determined after taking into account any
increase or decrease in the Invested Amount which will occur
upon the current distribution).................................. $_______
Attached hereto is the Monthly Servicer's Certificate for the
related Due Period.
IN WITNESS WHEREOF, the undersigned have caused this Payment
Date Statement to be duly executed and delivered by its respective duly
authorized officer on the day of , .
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
as Servicer
By:
-------------------------------------
Name:
Title:
C-1-2
Exhibit C-2 to The
Series 2001-1 Supplement
Payment Date Statement
American Express Travel Related Services Company, Inc.
-------------------------------------------------
American Express Master Trust
-------------------------------------------------
Class B Floating Rate Accounts Receivable Trust Certificates
The undersigned, a duly authorized representative of American
Express Travel Related Services Company, Inc. ("TRS"), as Servicer, pursuant to
the Amended and Restated Master Pooling and Servicing Agreement, dated as of May
1, 1998, as amended and as supplemented by the Series 2001-1 Supplement, dated
as of November 7, 2001 (as amended and supplemented, the "Agreement"), among
TRS, American Express Centurion Bank, as Transferor, American Express
Receivables Financing Corporation, as Transferor, and The Bank of New York, as
Trustee, does hereby certify the information set forth below.
1. Capitalized terms used in this Payment Date Statement have their
respective meanings as set forth in the Agreement. This Payment Date
Statement is delivered pursuant to Section 5.02 of the Agreement.
References herein to certain sections and subsections are references to
the respective sections and subsections in the Agreement.
2. TRS is Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. The "Record Date" referred to herein is _______________, _______.
Information Regarding the Current Distribution Date, Special
Payment Date or Expected Final Payment Date to Class A
Certificateholders. (Also, stated on the Basis of $1,000
Original Certificate Principal Amount).
1. Total Class B distributions..................................... $_______
2. Class B principal distributions................................. $_______
3. Class B interest distributions.................................. $_______
4. Class B Certificate Rate for Interest Period related to
Current Distribution Date....................................... _______%
5. Interest Period related to Current Distribution Date............ ________
6. Excess of Class B principal balance over Class B Invested
Amount as of the Record Date.................................... $_______
7. Class B Invested Amount as of the Record Date/Class B Initial
Invested Amount (determined after taking into account any
increase or decrease in the Invested Amount which will occur
upon the current distribution).................................. $_______
4
Attached hereto is the Monthly Servicer's Report.
IN WITNESS WHEREOF, the undersigned have caused this Payment
Date Statement to be duly executed and delivered by its respective duly
authorized officer on the day of , .
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
as Servicer
By:
-----------------------------------------
Name:
Title:
5