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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 1996
American Express Receivables Financing Corporation
on behalf of the American Express Master Trust
(Issuer in respect of the 6.05% Class A Accounts
Receivable Trust Certificates, Series 1992-1,
the 6.60% Class A Accounts Receivable Trust
Certificates, Series 1992-2, the 5.375% Class A
Accounts Receivable Trust Certificates, Series 1993-1,
the 7.15% Class A Accounts Receivable Trust Certificates,
Series 1994-1, the 7.60% Class A Accounts Receivable
Trust Certificates, Series 1994-2, the 7.85%
Class A Accounts Receivable Trust Certificates, Series 1994-3, the
Class A Floating Rate Accounts Receivable Trust Certificates,
Series 1996-1 and the Class A Floating Rate Accounts Receivable Trust
Certificates, Series 1996-2)
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(Exact name of registrant as specified in its charter)
33-47812
33-49106
33-67502
Delaware 33-81634 13-3632012
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission IRS Employer
of incorporation) File Numbers) Identification No.)
200 Vesey Street, New York, New York 10285
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 640-3975
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Item 5. Other Events
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On September 18, 1996, American Express Master Trust (the "Master
Trust") issued (A) $950,000,000 in aggregate principal amount of its Class A
Floating Rate Accounts Receivable Trust Certificates, Series 1996-1, and
$77,027,027 aggregate initial amount of its 7.30% Class B Accounts Receivable
Trust Certificates, Series 1996-1 (collectively, the "Series 1996-1
Certificates") and (B) $300,000,000 in aggregate principal amount of its Class
A Floating Rate Accounts Receivable Trust Certificates, Series 1996-2, and
$24,324,324 aggregate initial amount of 7.10% Class B Accounts Receivable
Trust Certificates, Series 1996-2 (collectively, the "Series 1996-2
Certificates"). The Class A Certificates were sold in registered public
offerings. Ownership of the Class B Certificates has been retained by the
Registrant. This Current Report on Form 8-K is being filed to file a copy of
the Series 1996-1 Supplement and the Series 1996-2 Supplement (defined below)
executed in connection with the issuance of these Certificates, forms of which
are included as part of such Exhibits.
The Series 1996-1 Certificates were issued pursuant to a Master
Pooling and Servicing Agreement (together with any assignment entered pursuant
thereto, the "Pooling and Servicing Agreement"), dated as of June 30, 1992, as
amended, among American Express Receivables Financing Corporation, as
transferor (the "Transferor"), American Express Travel Related Services
Company, Inc., as servicer (in such capacity, the "Servicer"), and The Bank of
New York, as trustee (the "Trustee"), and the Series 1996-1 Supplement (the
"Series 1996-1 Supplement") (attached hereto as Exhibit 20.1) to the Pooling
and Servicing Agreement, dated as of September 18, 1996, among the Transferor,
as transferor, the Servicer, as servicer, and the Trustee, as trustee. The
Series 1996-2 Certificates were issued pursuant to the Pooling and Servicing
Agreement and the Series 1996-2 Supplement (the "Series 1996-2 Supplement")
(attached hereto as Exhibit 20.2) to the Pooling and Servicing Agreement,
dated as of September 18, 1996, among the Transferor, as transferor, the
Servicer, as servicer, and the Trustee, as trustee.
The Class A Certificates represent undivided interests in the Master
Trust, the property of which includes a pool of receivables (the
"Receivables") arising in certain designated accounts (the "Designated
Accounts") from the use by the holders (the "Cardmembers") of the American
Express(r) Cards, American Express(r) Gold Cards and Platinum Cards(r)
relating to such Designated Accounts. In addition to the Receivables, the
property of the Master Trust also includes any Receivables in certain accounts
subsequently designated to the Master Trust, all funds to be collected from
Cardmembers in respect of the Receivables (including recoveries relating
thereto), all of the Transferor's right, title and interest under the
Receivable Purchase Agreement (defined below), all moneys on deposit in
certain accounts established for the benefit of the holders of certificates
issued by the Master Trust and payments made in respect of any credit
enhancements issued with respect to any series of certificates.
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The Transferor holds a certificate (the "Exchangeable Transferor
Certificate") representing the interest in the Master Trust not represented by
the other Series of Certificates issued by the Master Trust. The Transferor
may tender the Exchangeable Transferor Certificate and/or the certificates
representing any Series to the Trustee in exchange for one or more newly
issued Series and a reissued Exchangeable Transferor Certificate.
Attached hereto as exhibits are the Series 1996-1 and Series 1996-2
Supplements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
20.1 Series 1996-1 Supplement, dated as of September 18, 1996.
20.2 Series 1996-2 Supplement, dated as of September 18, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
Dated: October 3, 1996
AMERICAN EXPRESS MASTER TRUST
By: /s/ Leslie R. Scharfstein
___________________________
Name: Leslie R. Scharfstein
Title: (Vice President of American
Express Receivables Financing
Corporation, Originator of the
American Express Master
Trust)
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EXHIBIT INDEX
Designation Description Page
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Exhibit 20.1 Series 1996-1 Supplement,
dated as of September 18, 1996 6
Exhibit 20.2 Series 1996-2 Supplement,
dated as of September 18, 1996 70
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Exhibit 20.1
_________________________________________________________
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION,
Transferor,
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
Servicer,
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
______________________________
SERIES 1996-1 SUPPLEMENT
Dated as of September 18, 1996
to
MASTER POOLING AND SERVICING AGREEMENT
Dated as of June 30, 1992
______________________________
$1,027,027,027
AMERICAN EXPRESS MASTER TRUST
SERIES 1996-1
_________________________________________________________
SERIES 1996-1 SUPPLEMENT, dated as of September 18,
1996 (this "Series Supplement") among AMERICAN EXPRESS
RECEIVABLES FINANCING CORPORATION, a corporation organized and
existing under the laws of the state of Delaware, as Transferor,
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a
corporation organized under the laws of the state of New York, as
Servicer and THE BANK OF NEW YORK, a banking corporation
organized and existing under the laws of New York (together with
its successors in trust thereunder as provided in the Agreement
referred to below, the "Trustee"), as trustee under the Master
Pooling and Servicing Agreement dated as of June 30, 1992, as
amended (the "Agreement").
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PRELIMINARY STATEMENT
SECTION 6.9 of the Agreement provides, among other
things, that the Transferor 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 Transferor, for execution and redelivery to the
Trustee for authentication, one or more Series of certificates.
The Transferor and the Servicer each hereby enter into this
Series 1996-1 Supplement with the Trustee as required by Section
6.9(c) of the Agreement to provide for the issuance,
authentication and delivery of the Class A Floating Rate Accounts
Receivable Trust Certificates, Series 1996-1 and the 7.30% Class
B Accounts Receivable Trust Certificates, Series 1996-1. 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
1996-1 Certificates and no other Series of certificates issued by
the Trust.
SECTION 1. Designation. The Certificates shall be
designated generally as the Series 1996-1 Certificates.
SECTION 2. Definitions. The following words and
phrases shall have the following meaning with respect to the
Series 1996-1 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 June 30, 2003, or
such later date as may be determined in accordance with Section
4.13 of the Agreement.
"Accumulation Period" shall mean, with respect to
the Class A Certificates, an Amortization Period commencing on
the close of business on the Accumulation Date and continuing to
the earlier of (x) but not including, the commencement of the
Early Amortization Period, or (y) and including, the earlier of
(1) August 31, 2003 or (2) the termination of the Trust.
"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 4.2 of the Agreement.
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"Certificates" shall mean 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, with respect
to each Interest Period, a per annum rate of 0.15% in excess of
LIBOR, as determined on the related LIBOR Determination Date.
"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 Class A
Floating Rate Accounts Receivable Trust Certificates, Series
1996-1.
"Class A Initial Invested Amount" shall mean the
aggregate initial principal amount of the Class A Certificates,
which is $950,000,000.
"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 and 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.
"Class A Monthly Interest" shall mean the monthly
interest distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.4(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.5(a) of the Agreement.
"Class B Certificate Rate" shall mean 7.30% per
annum, calculated on the basis of a 360-day year of twelve 30-day
months.
"Class B Certificateholder" shall mean the Person in
whose name a Class B Certificate is registered in the Certificate
Register.
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"Class B Certificates" shall mean the 7.30% Class B
Accounts Receivable Trust Certificates, Series 1996-1.
"Class B Initial Invested Amount" shall mean the
aggregate initial principal amount of the Class B Certificates
which is $77,027,027.
"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, and 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.
"Class B Monthly Interest" shall mean the monthly
interest distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.4(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.5(b) of the Agreement.
"Closing Date" shall mean, with respect to the
Series 1996-1 Certificates, September 18, 1996.
"Controlled Accumulation Amount" shall mean
$475,000,000, or if the Servicer elects to postpone the
commencement of the Accumulation Period in accordance with
Section 4.13 of the Agreement, $950,000,000.
"Controlled Deposit Amount" shall mean, with respect
to any Distribution Date with respect to the Accumulation Period,
an amount equal to the sum of the Controlled Accumulation Amount
and any existing Deficit Controlled Accumulation Amount.
"Deficit Controlled Accumulation Amount" shall mean,
on the first Distribution Date with respect to the 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 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.
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"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 November 15, 1996.
"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 an Early Amortization 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 1996-1
Termination Date.
"Expected Final Payment Date" shall mean September
15, 2003 (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 Accumulation Period or the Early Amortization
Period, the percentage equivalent of the ratio which the sum of
the Class A Invested Amount and the Class B Invested Amount as of
the last day of the Revolving Period bears to 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 (and all Classes) of certificates outstanding for the
current Distribution Date.
"Floating Allocation Percentage" shall mean, on any
date of determination with respect to any Distribution Date, the
percentage equivalent of the ratio of the sum of the Class A
Adjusted Invested Amount and the Class B Invested Amount on the
last day of the immediately preceding Due Period to 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 which 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 1996-1 Cut Off Date.
"Initial Invested Amount" shall mean the sum of the
Class A Initial Invested Amount and the Class B Initial Invested
Amount.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date through the day preceding such Distribution
Date; provided, however, that the initial Interest Period shall
be the period from and including the Closing Date through
November 14, 1996.
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"Invested Amount" shall mean, when used with respect
to any date of determination, an amount equal to the sum of the
Class A 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 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 (other than any amounts due to the Investment
Provider pursuant to the Original Guaranteed Rate Agreement or
any Substitute Guaranteed Rate Agreement).
"Investment Provider" shall mean American Express
Credit Corporation, in its capacity as obligor pursuant to the
Original Guaranteed Rate Agreement, or, if a Substitute
Guaranteed Rate Agreement is obtained pursuant to subsection
4.6(d) of the Agreement, the obligor under such Substitute
Guaranteed Rate Agreement; provided, that if the commencement of
the Accumulation Period is postponed pursuant to Section 4.13 of
the Agreement, there shall be no Investment Provider.
"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.
"LIBOR" shall mean, for any Interest Period, the
London interbank offered quotations for one-month dollar deposits
determined by the Trustee for each Interest Period in accordance
with the provisions of Section 4.7 of the Agreement.
"LIBOR Determination Date", with respect to an
Interest Period, shall mean the second Business Day prior to the
Distribution Date on which such Interest Period commences;
provided, however, that LIBOR Determination Date shall mean
September 16, 1996 with respect to the period from the Closing
Date through October 14, 1996, and October 11, 1996 with respect
to the period from October 15, 1996 through November 14, 1996.
For purposes of this definition, a Business Day is any business
day on which dealings in deposits in United States dollars are
transacted in the London interbank market.
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"Original Guaranteed Rate Agreement" shall mean the
Guaranteed Rate Agreement dated as of the Closing Date, entered
into among American Express Credit Corporation, as obligor, the
Servicer and the Trustee, providing for a fixed rate of return on
any invested funds, substantially in the form of Exhibit D
hereto.
"Principal Funding Account" shall have the meaning
specified in subsection 4.6(a) of the Agreement.
"Qualified Guaranteed Rate Agreement" shall mean (i)
the Original Guaranteed Rate Agreement or (ii) any substitute or
replacement guaranteed rate contract or a guaranteed investment
contract, assigned to the Trustee, or entered into by the Trustee
at the direction of the Servicer, providing for the investment of
funds in the Principal Funding Account pursuant to the
instructions of the Investment Provider and the guarantee by the
Investment Provider of a minimum or fixed rate of return at least
equal to the Class A Certificate Rate which contract shall:
(a) be an obligation of an insurance company,
trust company, commercial bank or other entity which at the time
it enters into such contract has a commercial paper or
certificate of deposit rating of A-1+ by Standard & Poor's and
P-1 by Moody's and shall require that all investments made
thereunder be Eligible Investments;
(b) provide that the Trustee may exercise all the
rights of the Servicer under such contract without the necessity
of the taking of any action by the Servicer;
(c) provide that if at any time the commercial
paper or certificate of deposit rating of the related Investment
Provider is reduced below A-1+ by Standard & Poor's or P-1 by
Moody's, the Investment Provider will promptly notify the Trustee
of such downgrading and the Trustee may terminate such contract
and be entitled to (i) in the case of a guaranteed investment
contract, the return of all funds previously invested thereunder,
together with accrued interest thereon at the interest rate
provided under such contract through the date of delivery of such
funds to the Trustee, or (ii) in the case of a guaranteed rate
contract, receive the guaranteed rate with respect to funds on
deposit in the Principal Funding Account through such termination
date and, in either case, to be reimbursed for the net cost of
obtaining a substitute contract; provided, however, that (i) the
Servicer shall notify the Trustee in writing if the Servicer
becomes aware of any such downgrading and (ii) the Trustee shall
not be charged with knowledge of any such downgrading unless it
shall have received written notice of such potentiality from the
Investment Provider (which must be obligated thereunder to give
such notice at least once per year) or from the Servicer;
provided further, that upon any such event the Servicer, by
written notice to the Trustee, may replace such contract with a
substitute contract having substantially the same terms
(including, without limitation, a rate of return at least as high
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as the contract being replaced) so long as the Servicer obtains
written confirmation from each Rating Agency that such substitute
contract would not result in a downgrading of any rating of the
Class A Certificates, and such facts are certified in writing by
the Servicer to the Trustee;
(d) provide that the Trustee's interest therein
shall be transferable to any successor trustee hereunder;
(e) provide that the funds invested thereunder be
available not later than the Business Day preceding the next
succeeding Distribution Date; and
(f) provide that accrued interest on the funds
invested thereunder be available not later than the Business Day
preceding each Distribution Date.
"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.
"Reference Banks" shall mean the principal London
offices of Morgan Guaranty Trust Company of New York, The Bank of
New York, The Chase Manhattan Bank and Citibank, N.A., or such
other four major banks in the London interbank market selected by
the Servicer upon notice to the Trustee.
"Revolving Period" shall mean, with respect to the
Series 1996-1 Certificates, the period from and including
September 1, 1996, up to and including the day prior to the day
on which the Accumulation Period or an Early Amortization Period
commences.
"Series 1996-1 Cut Off Date" shall mean August 31,
1996.
"Series 1996-1 Principal Shortfall" shall have the
meaning specified in subsection 4.5(c).
"Series 1996-1 Termination Date" shall mean August
16, 2004.
"Series 1996-1 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.
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"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.
"Substitute Guaranteed Rate Agreement" shall have
the meaning specified in subsection 4.6(d) of the Agreement.
"Telerate Page 3750" shall mean the display page
currently so designated on the Dow Jones Telerate Service (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 1996-1
Termination Date.
SECTION 3. Minimum Transferor Percentage and
Minimum Trust Principal Component. The Minimum Transferor
Percentage applicable to the Series 1996-1 Certificates shall be
15.0%. The Minimum Trust Principal Component with respect to the
Series 1996-1 Certificates shall be $1,104,500,000.
SECTION 4. Reassignment and Transfer Terms. The
Series 1996-1 Certificates may be reassigned and transferred to
the Transferor 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 12.2 of the Agreement.
SECTION 5. Delivery and Payment for the
Certificates. The Trustee shall deliver the Series 1996-1
Certificates when authenticated in accordance with Section 6.2 of
the Agreement.
SECTION 6. Form of Delivery of the Series 1996-1
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) The initial transfer or any pledge of the Class
B Certificates to any entity other than a corporation that is a
member of the consolidated federal income tax group of which RFC
is a member shall not occur unless the Trustee shall have
received 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. Prior to any transfer of a Class B Certificate to any
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Affiliate of the Transferor, the Servicer 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, the Transferor shall certify to the
Trustee in writing whether the proposed transferee of the Class B
Certificate is an Affiliate of the 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 and 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 the 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 three years from the later of the Closing Date and the
date any Class B Certificate was acquired from the Transferor or
an Affiliate of the Transferor, the Class B Certificates shall
bear a legend substantially to the effect set forth in the
preceding two sentences. Neither the Transferor, the Transfer
Agent and Registrar nor 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 Transferor shall have
consented to such transfer. The Class B Certificates shall at
all times bear a legend substantially to the effect set forth in
the preceding sentence.
(c) The 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 other than a corporation that is a member of the
consolidated federal income tax group of which the Transferor is
a member 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.
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SECTION 8. Tax Treatment. It is the intention of
the Transferor and the Investor Certificateholders that the Class
B Certificates (upon transfer to an entity other than the
Transferor) be characterized as either indebtedness of the
Transferor 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 Transferor
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 Transferor 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 Certificate 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 distribute
Collections to the Transferor on the basis of the Transferor
Percentage shall continue to apply irrespective of the issuance
of the Certificates. Section 4.1 of the Agreement shall read in
its entirety as provided in the Agreement. Article IV of the
Agreement (except for Section 4.1) shall read in its entirety as
follows and shall be applicable to the Certificates:
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ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.2 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
and the Principal Funding 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 and the Principal Funding Account.
(The undivided interests in the Trust referred to in the two
immediately preceding sentences are collectively referred to for
the Series 1996-1 Certificates as the "Certificateholders'
Interest".) The Exchangeable Transferor Certificate shall not
represent any interest in the Collection Account or the Principal
Funding Account, except as specifically provided in this Article
IV.
SECTION 4.3 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 an
Early Amortization 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 4.1(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
4.1(g);
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(ii) During the 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 4.1(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 4.1(g);
(iii) Allocations and Payments to the Holder of the
Exchangeable Transferor Certificate. Amounts to be
allocated to the Holder of the Exchangeable Transferor
Certificate and payments with respect thereto shall be
determined and made only as provided in subsection 4.1(d).
(c) Additional Amounts.
(i) The allocations to be made pursuant to
subsection 4.3(b) also apply to deposits into the
Collection Account that are treated as Collections,
payments made by the Transferor pursuant to subsection
2.4(d) and payments made by the Servicer pursuant to
Section 3.3, 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 Transferor pursuant to
subsection 2.4(e), Adjustment Payments, proceeds from the
sale, disposition or liquidation of the Receivables
pursuant to Section 9.2, 10.2, 12.1 or 12.2 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 Principal Collections as provided in the
Agreement.
SECTION 4.4 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 for the related Interest Period,
(ii) the actual number of days in such Interest Period divided by
360, and (iii) the outstanding principal balance of the Class A
Certificates as of the related Record Date; it being understood
and agreed that with respect to the initial Distribution Date,
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Class A Monthly Interest shall consist of the interest calculated
on the basis of the Class A Initial Invested Amount and the Class
A Certificate Rate applicable to the period from the Closing Date
through October 14, 1996 and the actual number of days therein,
and the Class A Certificate Rate applicable to the period from
October 15, 1996 through November 14, 1996 and the actual number
of days therein.
(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 one-twelfth of the
product of (i) the Class B Certificate Rate and (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); provided, however,
with respect to the first Distribution Date for the Class B
Certificates, Class B Monthly Interest shall be equal to
$905,923.42. Class B Monthly Interest shall be calculated on the
basis of a 360-day year of twelve 30-day months.
SECTION 4.5 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
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 an Early Amortization
Event, received during the period from the day such Early
Amortization Event occurred to the end of such Due Period, (ii)
the amount, if any, of Series 1996-1 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 Accumulation Period (unless
and until an Early Amortization 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
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received during the Due Period immediately preceding such
Distribution Date, or, in the case of the Distribution Date
immediately following the occurrence of an Early Amortization
Event, received during the period from the day such Early
Amortization Event occurred to the end of such Due Period, (ii)
the amount, if any, of Series 1996-1 Undistributed Principal
Collections for such Distribution Date, (iii) the Investor
Default Amount with respect to such Distribution Date and any
reimbursements of unreimbursed Class B Investor Charge-Offs and
minus (iv) Class A Monthly Principal, if any, with 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 1996-1
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 1996-1 Principal Shortfall with respect
to any Distribution Date related to the 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
1996-1 Principal Shortfall with respect to such Distribution
Date.
SECTION 4.6 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 holding the
Principal Funding Account 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
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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."
(b) On each Distribution Date with respect to
the 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
Investment Provider pursuant to the Original Guaranteed Rate
Agreement in Eligible Investments. In the event that (i) the
commencement of the Accumulation Period is not postponed pursuant
to Section 4.13 and (ii) the commercial paper or certificate of
deposit rating of American Express Credit Corporation, as
Investment Provider under the Original Guaranteed Rate Agreement
is below A-1+ by Standard & Poor's or P-1 by Moody's 60 days
prior to the commencement of the Accumulation Period or any
Substitute Guaranteed Rate Agreement no longer qualifies as a
Qualified Guaranteed Rate Agreement because the commercial paper
or certificate of deposit rating of the Investment Provider under
such Agreement is rated below A-1+ by Standard & Poor's or P-1 by
Moody's, then by the later of (a) the day which is 60 days prior
to the commencement of the Accumulation Period and (b) the day
which is 60 days after receiving notice of a reduction in the
creditworthiness of the Investment Provider (other than American
Express Credit Corporation if American Express Credit
Corporation's rating is below A-1+ or P-1 on the date 60 days
prior to the commencement of the Accumulation Period) below
A-1+/P-1 as determined by such Rating Agency, the Servicer shall
at its option either (i) with the prior written assurance of each
Rating Agency that such action will not result in a reduction of
the rating of the Certificates, cause the Investment Provider to
pledge securities or itself pledge securities in the manner
provided by applicable law, which shall be held by the Trustee or
its agent free and clear of the Lien of any third party, in a
manner conferring on the Trustee a perfected first Lien in such
securities securing the Investment Provider's performance of its
obligations under such Guaranteed Rate Agreement or (ii) provided
that a Substitute Guaranteed Rate Agreement meeting the
requirements of subsection 4.6(d) has been obtained or the
condition described in clause (iii) below has been satisfied,
direct the Trustee (A) to provide written notice to the
Investment Provider of its intention to terminate such Guaranteed
Rate Agreement within such period and (B) to terminate such
Guaranteed Rate Agreement within such period and to request the
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payment to it of all amounts due to it under such Guaranteed Rate
Agreement through the termination date and, upon receipt by the
Trustee of the items required pursuant to subsection 4.6(d) prior
to the expiration of said period, to deposit any such amounts so
received, on the day of receipt, to the Collection Account, or
(iii) establish any other arrangement satisfactory to each Rating
Agency such that the Rating Agency will not reduce or withdraw
the rating of the Certificates.
(d) The Servicer shall use its best efforts to
obtain a Substitute Guaranteed Rate Agreement meeting the
requirements of this subsection 4.6(d) during the period referred
to in subsection 4.6(c). The Trustee shall not invest the funds
on deposit in the Principal Funding Account under a Substitute
Guaranteed Rate Agreement at the time specified in subsection
4.6(c) unless, prior to the expiration of the period referred to
in said subsection 4.6(c), the Servicer delivers to the Trustee
(i) a substitute Qualified Guaranteed Rate Agreement (a
"Substitute Guaranteed Rate Agreement") for the Original
Guaranteed Rate Agreement or a prior Substitute Guaranteed Rate
Agreement, as the case may be, (ii) an Opinion of Counsel as to
the due authorization, execution and delivery and validity and
enforceability of such Substitute Guaranteed Rate Agreement and
(iii) a letter from each Rating Agency confirming that the
termination of such Guaranteed Rate Agreement and its replacement
with such Substitute Guaranteed Rate Agreement will not adversely
affect its rating of the Certificates.
(e) The Servicer shall notify the Trustee,
within five Business Days after obtaining knowledge of such
event, of any decline in the rating of the Investment Provider's
commercial paper or certificates of deposit by a Rating Agency.
(f) Pursuant to the authority granted to the
Servicer in subsection 3.1(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 5.1 and 6.6,
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 4.7 Determination of LIBOR. (a) On each
LIBOR Determination Date, the Trustee shall determine LIBOR on
the basis of the rate for deposits in United States dollars for a
one-month period (commencing on the first day of the relevant
Interest Period) which appears on Telerate Page 3750 as of 11:00
a.m. London time on such LIBOR Determination Date. If such rate
does not appear on Telerate Page 3750, LIBOR for such Interest
Period shall be determined on the basis of the rates at which
deposits in the United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on such
LIBOR Determination Date to prime banks in the London interbank
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market for a one-month period (commencing on the first day of the
relevant Interest Period). The Trustee shall request the
principal London office of each such bank to provide a quotation
of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date shall be the arithmetic
mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that LIBOR Determination Date
shall be the arithmetic mean of the rates quoted by major banks
in New York City, selected by the Servicer, at approximately
11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a one-month period
(commencing on the first day of the relevant Interest Period).
(b) The Class A Certificate Rate applicable to the
then current and the immediately preceding Interest Periods may
be obtained by any Certificateholder by telephoning the Trustee
at its Corporate Trust Office at (212) 815-2694.
(c) On each LIBOR Determination Date, the Trustee
shall send to the Servicer by facsimile notification of LIBOR for
the following Interest Period.
SECTION 4.8 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 4.8(a) through
4.8(i). The distributions to be made to the Class B
Certificateholders pursuant to this Section 4.8 shall be subject
to subsection 4.9(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
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effect to the withdrawal pursuant to subsection 4.8(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 shall be calculated on the basis of a 360-
day year of twelve 30-day months.
(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 4.8(a) and (b),
an amount equal to the Investor 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 4.8(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
Accumulation Period and applied in accordance with subsection
4.8(i).
(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 4.8(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
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the Accumulation Period or any Early Amortization Period and
applied in accordance with subsection 4.8(i) 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 4.8(i).
(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 4.8(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 shall be calculated
on the basis of a 360-day year of twelve 30-day months.
(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
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 4.8(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 Accumulation Period or any Early
Amortization Period and applied in accordance with subsection
4.8(i) 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 4.8(i).
(h) Excess Yield Collections. On each
Distribution Date, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Transferor to the extent
available, the Floating Allocation Percentage of Yield
Collections for the Due Period immediately preceding such
Distribution Date remaining after giving effect to Sections
4.8(a) through (g) above.
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(i) 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 4.1(f).
(B) For each Distribution Date with respect to
the 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 1996-1 Certificates in accordance with Section
4.12, will be deposited into the Principal Funding
Account; and
(ii) an amount equal to Class
B Monthly Principal for such Distribution Date, plus the
amount of Excess Principal Collections allocated to the
Series 1996-1 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 4.9(a)(iv); and
(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 4.1(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 1996-1
Certificates.
SECTION 4.9 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 4.8(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 4.8(b) and 4.8(f) shall be distributed by
the Servicer or the Trustee to the Paying Agent for
payment to the Class B Certificateholders;
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(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 4.9 and Section 4.8 are subject to the provisions of
Sections 2.4(e), 9.2, 10.1, 12.1 and 12.2 of the Agreement 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
4.8(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 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 4.8(a), (b) and (c), the Servicer will
apply such excess Yield Collections as provided in subsection
4.8(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
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Account after giving effect to subsections 4.8(a), (b), (c), (d),
(e) and (f), the Servicer will apply such excess Yield
Collections as provided in subsection 4.8(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 or the Holder of the Transferor
Certificate. 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 1996-1 Certificates
for any Distribution Date pursuant to subsection 4.1(f)(a), and
available for distribution to the Certificateholders pursuant to
subsection 4.8(i)(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 1996-1 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 1996-1 Certificates
shall be zero.
SECTION 4.13. Accumulation Period Postponement.
The Accumulation Period is scheduled to commence at the close of
business on June 30, 2003; provided, however, that if the
Accumulation Period Length (determined as described below) shall
equal one on the Determination Date immediately preceding the
April 2003 Distribution Date, then, upon notice to the Trustee,
the Transferor, the Rating Agency and the Investment Provider,
the Servicer, at its option, may elect to postpone the
Accumulation Date to July 31, 2003, and the Accumulation Period
shall commence at the close of business on July 31, 2003. On the
Determination Date immediately preceding the April 2003
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,
(A) = the product of (i) the lowest monthly payment rate on the
Accounts for the previous 12 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 1996-1 Certificates (including all classes of
all such outstanding Series) which are expected to be in
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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 1996-1 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.
[END OF ARTICLE IV]
SECTION 10. Article V of the Agreement. Article V
of the Agreement shall read in its entirety as follows:
<PAGE>
<PAGE>
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
SECTION 5.1 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
12.2 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 4.9(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
12.2 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 4.9(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
12.2 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 4.9(a)(iv).
(d) Except as provided in Section 12.2 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 5.2 Statements to Certificateholders. On
each Payment 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.
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<PAGE>
On or before January 31 of each calendar year,
beginning with calendar year 1997, the Paying Agent, on behalf of
the Trustee, shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a
Certificateholder of Series 1996-1, 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. Early Amortization Events. (a) If any
one of the events specified in Section 9.1 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 Accumulation Period with respect to the
Series 1996-1 Certificates:
(i) failure on the part of the Transferor or
TRS (a) to make any payment or deposit on the date
required under the Agreement, this Series Supplement or
the 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 the Transferor 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 the Transferor in the Agreement
or, to the extent assigned to the Trust, in the Receivable
Purchase Agreement, which in the case of subclause (c)
hereof, continues unremedied for a period of 60 days after
written notice to the Transferor or TRS, as applicable,
and continues to affect materially and adversely the
interests of the Certificateholders for such period;
provided, however, that an Early Amortization Event
described in clause (b) or (c) shall not be deemed to
occur if the 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;
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(ii) any representation or warranty made by
the Transferor in the Agreement or this Series Supplement
or any representation or warranty made by TRS in the
Receivable Purchase Agreement or any information required
to be given by the 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 the 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 an Early
Amortization Event described in this clause (ii) shall not
be deemed to occur if the 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;
(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) in the event the commercial paper rating
or certificate of deposit rating of the Investment
Provider, if any, by the applicable Rating Agency is below
A-1+ or P-1, as the case may be, the failure by the
Servicer either to obtain a Substitute Guaranteed Rate
Agreement, to pledge securities in accordance with the
terms hereof or to establish another arrangement
satisfactory to the applicable Rating Agency by the later
of (a) the date which is 60 days prior to the beginning of
the Accumulation Period and (b) the day which is 60 days
after any decline below A-1+ or P-1;
(vi) the failure by the Investment Provider,
if any, to make any payment required by the terms of the
Guaranteed Rate Agreement or a Substitute Guaranteed Rate
Agreement, as the case may be, on or before the date
occurring five Business Days after such payment is due; or
(vii) 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, in the case of any event described in clause
(i), (ii) or (iv), an Early Amortization Event will be deemed to
have occurred with respect to the Series 1996-1 Certificates only
if, after any applicable grace period described in the clauses,
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either the Trustee or certificateholders of such Series
evidencing undivided interests aggregating more than 50% of the
invested amount of such Series, by written notice to the
Transferor and the Servicer (and to the Trustee, if given by such
certificateholders) declare that an Early Amortization Event has
occurred as of the date of such notice; and
then, in the case of any event described in Section
9.1 of the Agreement, an Early Amortization Event with respect to
all Series, and in the case of any event described in clause
(iii), (v), (vi) or (vii), an Early Amortization Event with
respect to only the Series 1996-1 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 9.1(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 an Early Amortization 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 an Early Amortization 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 9.1(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 Cedel S.A. ("Cedel") or the Euroclear System in
Europe. Application will be made by the Transferor to list the
Class A Certificates on the Luxembourg Stock Exchange.
In addition to the Paying Agent listed in Section
6.6, with respect to the Class A Certificates the following co-
Paying Agents are also appointed: Kredietbank S.A.
Luxembourgeoise, 43 Boulevard Royal, Luxembourg City, Luxembourg
("Kredietbank") and The Bank of New York (London), 46 Berkeley
Street, London, WIX-6AA, England. Kredietbank shall also serve
as co-Transfer Agent and co-Registrar, so long as the Class A
Certificates are outstanding. Kredietbank shall also serve as
listing agent for the Class A Certificates on the Luxembourg
Stock Exchange (the "Listing Agent").
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<PAGE>
The Trustee will publish or will cause to be
published (at the expense of the Servicer) following each
Distribution Date in a daily newspaper in Luxembourg (which
initially shall be the Luxemburger Wort) a notice to the effect
that the information required to be sent to Investor
Certificateholders pursuant to Section 5.2 hereof will be
available for review at the main office of Kredietbank in
Luxembourg City, Luxembourg.
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.
The Transferor hereby covenants and agrees, for so
long as the Series 1996-1 Certificates remain outstanding and
Moody's or Standard & Poor's shall be a "Rating Agency," as
follows:
(a) the Transferor shall not assume or guarantee
the liabilities of any other entity;
(b) the Transferor shall observe all corporate
formalities in connection with all dealings between itself and
its affiliates;
(c) the Transferor shall pay its own liabilities
and expenses with its own funds, and not those of its parent; and
(d) the 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 on any
outstanding certificates issued by trusts formed by the
Transferor or outstanding indebtedness of the Transferor secured
or collateralized by accounts receivable.
(e) The 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, 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
<PAGE>
<PAGE>
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 shall notify the Trustee is the
period within which the following arrangements may be put into
place without such downgrade causing Standard & Poor's to
downgrade or withdraw its rating 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
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 (b) opinions of counsel acceptable to Standard &
Poor'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 substantially to the effect that such funds would
not be considered property of the 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
that other arrangements satisfactory to Standard & Poor's
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.
<PAGE>
<PAGE>
(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 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 4.1(d) of the Agreement, the
Servicer shall continue to allocate to the Holder of the
Exchangeable Transferor Certificate the amounts allocable to such
Holder pursuant to such Section 4.1(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 Holder
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 Transferor as provided in
and pursuant to Section 4.1(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 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 BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and
the Trustee have caused this Series 1996-1 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
Name:
Title:
AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC., as Servicer
By
Name:
Title:
THE BANK OF NEW YORK,
as Trustee and Paying Agent
By
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT A TO THE
SERIES 1996-1 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. _________
<PAGE>
<PAGE>
AMERICAN EXPRESS MASTER TRUST
CLASS A FLOATING RATE ACCOUNTS RECEIVABLE
TRUST CERTIFICATE, SERIES 1996-1
Each $1,000 minimum denomination represents a
1/950,000th interest in the Series 1996-1 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 designated American Express Card, American
Express Gold Card and Platinum Card Accounts.
(Not an interest in or recourse obligation of
American Express Receivables Financing Corporation, American
Express Credit Corporation, 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 Master Pooling and Servicing Agreement,
dated as of June 30, 1992 (the "Pooling and Servicing
Agreement"; such term to include any amendment or Supplement
thereto) by and among American Express Receivables Financing
Corporation, as Transferor (the "Transferor"), TRS, as Servicer
(in such capacity, the Servicer"), and The Bank of New York, as
Trustee (the "Trustee"), and the Series 1996-1 Supplement,
dated as of September 18, 1996, among the Transferor, the
Servicer and the Trustee. The corpus of the Trust consists of
all of the Transferor's 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 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 Transferor
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.
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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
Transferor.
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 1996-1 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 1996-1 Supplement may be requested from the Trustee by
writing to the Trustee at The Bank of New York, 101 Barclay
Street, New York, New York 10286, 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
1996-1 Supplement. This Certificate is one of a series of
Certificates entitled "American Express Master Trust Class A
Floating Rate Accounts Receivable Trust Certificates, Series
1996-1" (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 Transferor has 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 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.
<PAGE>
<PAGE>
The aggregate interest in the Trust represented by
the Series 1996-1 Investor Certificates at any time shall not
exceed an amount equal to the Invested Amount at such time.
The initial Invested Amount is $1,027,027,027. 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 $950,000,000. 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
Transferor 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 Transferor 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 of 0.15% per
annum above LIBOR (as determined on the related LIBOR
Determination Date) (such rate as in effect from time to time,
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 November 15, 1996. If (a) an Early Amortization
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 for the related Interest Period, (ii) the
actual number of days in such Interest Period divided by 360,
and (iii) the outstanding principal balance of the Class A
Certificates as of the related Record Date (or, in the case of
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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.
No principal will be payable to the Class A
Certificateholders until the Expected Final Payment Date or,
upon the occurrence of an Early Amortization 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 Certificateholders. For each Due Period during
the period beginning on September 1, 1996 and ending on the day
prior to the day on which the 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 1996-1 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.
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Payments to Class A Certificateholders will be made
from the Collection Account and the Principal Funding Account.
In addition to the amounts deposited in the Collection Account
and Principal Funding Account as provided in the Pooling and
Servicing Agreement, the following amounts will be deposited in
the Collection Account and Principal Funding Account, as
applicable: (i) investment income, if any, to the extent of
the Class A Certificate Rate, earned from investments made
pursuant to the Guaranteed Rate Agreement will be withdrawn
from the Principal Funding Account and deposited into the
Collection Account on each Distribution Date with respect to
the Accumulation Period to be applied to the payment of Class A
Monthly Interest, unless commencement of the Accumulation
Period is postponed as provided in Section 4.13 of the Series
1996-1 Supplement, and (ii) the proceeds of any optional
repurchase of the Class A Certificates by the Transferor will
be deposited in the Collection Account and the Principal
Funding Account, as applicable, on the Distribution Date on
which such purchase occurs.
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 Certificateholders
will bear directly the credit and other risks associated with
their undivided interest in the Trust.
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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 TRANSFEROR, 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
Transferor has 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 Transferor 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 Transferor 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 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
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and Servicing Agreement may be amended from time to time by the
Servicer, the Transferor 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 Transferor 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 the
class 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.
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The Pooling and Servicing Agreement may also be
amended from time to time by the Servicer, the Transferor 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.
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 Transferor, 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 Transferor, 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.
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At the option of the Transferor, 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 Transferor on any
Distribution Date on or after which the Invested Amount is less
than or equal to $102,702,703 (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
1996-1 Certificates is greater than zero on August 16, 2004
(the "Series 1996-1 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 1996-1 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 12.1 of the Pooling and Servicing Agreement and the
surrender of this Certificate, the Trustee shall assign and
convey to the Transferor (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
Transferor 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.
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IN WITNESS WHEREOF, American Express Receivables
Financing Corporation has caused this American Express Master
Trust Class A Floating Rate Accounts Receivable Trust
Certificate, Series 1996-1 to be duly executed under its
official seal.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By: _________________________
Authorized Signatory
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-1 Class A Certificates
referred to in the within-mentioned Pooling and Servicing
Agreement.
Dated: September 18, 1996 THE BANK OF NEW YORK
as Trustee
By: ________________________
Authorized Signatory
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EXHIBIT B to
the Series 1996-1 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.
THIS CERTIFICATE DETAILS OTHER CONDITIONS TO THE
TRANSFER THEREOF.
No. R-1 $__________
Registered CUSIP No._______
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AMERICAN EXPRESS MASTER TRUST
7.30% CLASS B ACCOUNTS RECEIVABLE
TRUST CERTIFICATE, SERIES 1996-1
Each $1,000 minimum denomination represents a
1/77,027.027th interest in the Series 1996-1 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 designated American Express Card, American
Express Gold Card and Platinum Card Accounts.
(Not an interest in or recourse obligation of American
Express Receivables Financing Corporation, American Express
Travel Related Services Company, Inc. ("TRS"), American Express
Credit Corporation, 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 Master
Pooling and Servicing Agreement, dated as of June 30, 1992 (the
"Pooling and Servicing Agreement"; such term to include any
amendment or Supplement thereto) by and among American Express
Receivables Financing Corporation, as Transferor (the
"Transferor"), TRS, as Servicer (the "Servicer"), and The Bank
of New York, as Trustee (the "Trustee"), and the Series 1996-1
Supplement, dated as of September 18, 1996, among the
Transferor, the Servicer and the Trustee. The corpus of the
Trust consists of all of the Transferor's 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 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 Transferor 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.
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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 Transferor.
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 1996-1 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 1996-1 Supplement may be requested from the Trustee by
writing to the Trustee at The Bank of New York, 101 Barclay
Street, New York, New York 10286, 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 1996-1
Supplement. This Certificate is one of a series of Certificates
entitled "American Express Master Trust 7.30% Class B Accounts
Receivable Trust Certificates, Series 1996-1" (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.
The Transferor has 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.
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The aggregate interest in the Trust represented by the
Series 1996-1 Investor Certificates at any time shall not exceed
an amount equal to the Invested Amount at such time. The
initial Invested Amount is $1,027,027,027. 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 $77,027,027. 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 Transferor 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 Transferor 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 7.30% 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 November 15, 1996. 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,
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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 the basis of a 360-day
year comprised of twelve 30-day months. 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 September 1, 1996 and ending on the day
prior to the day on which the 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 1996-1 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 Transferor will be deposited into the
Collection Account and the Principal Funding Account, as
applicable, on the Distribution Date on which such purchase
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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) 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.
<PAGE>
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT A RECOURSE
OBLIGATION OF, OR AN INTEREST IN, THE TRANSFEROR, 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
Transferor has 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 Transferor 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 Transferor 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 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
Transferor 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.
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<PAGE>
The Pooling and Servicing Agreement may also be
amended from time to time by the Servicer, the Transferor 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.
The Pooling and Servicing Agreement may also be
amended from time to time by the Servicer, the Transferor 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.
<PAGE>
<PAGE>
Each purchaser of a Class B Certificate from the
Transferor shall represent and warrant to the Transferor 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 6.3 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
Transferor; (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 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 Transferor 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.
<PAGE>
<PAGE>
The Transferor, 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 Transferor, 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 Transferor, 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 Transferor
on any Distribution Date on or after which the Invested Amount
is less than or equal to $102,702,703 (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 1996-1
Certificates is greater than zero on August 16, 2004 (the
"Series 1996-1 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 1996-1 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 12.1 of the Pooling and Servicing Agreement and the
surrender of this Certificate, the Trustee shall assign and
convey to the Transferor (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
Transferor 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.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, American Express Receivables
Financing Corporation has caused this American Express Master
Trust 7.30% Class B Accounts Receivable Trust Certificate,
Series 1996-1 to be duly executed under its official seal.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By: _________________________
Authorized Signatory
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-1 Class B Certificates
referred to in the within-mentioned Pooling and Servicing
Agreement.
Dated: September 18, 1996
THE BANK OF NEW YORK
as Trustee
By: _________________________
Authorized Signatory
<PAGE>
<PAGE>
Exhibit C-1 to The
Series 1996-1 Supplement
Payment Date Statement
American Express Travel Related Services Company, Inc.
-----------------------------
American Express Master Trust
-----------------------------
Class A 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 Master Pooling and Servicing
Agreement, dated as of June 30, 1992, as amended and as
supplemented by the Series 1996-1 Supplement, dated as of
September 18, 1996 (as supplemented, the "Agreement"), between
TRS, American Express Receivables Financing Corporation ("RFC"),
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 5.2 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 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 . . . . . . . . . . . . . . . . . $__________
<PAGE>
<PAGE>
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:
<PAGE>
<PAGE>
Exhibit C-2 to The
Series 1996-1 Supplement
Payment Date Statement
American Express Travel Related Services Company, Inc.
-----------------------------
American Express Master Trust
-----------------------------
Class B Accounts Receivable Trust Certificates
The undersigned, a duly authorized
representative of American Express Travel Related
Services Company, Inc. ("TRS"), as Servicer pursuant to
the Master Pooling and Servicing Agreement, dated as of
June 30, 1992, as amended and as supplemented by the
Series 1996-1 Supplement, dated as of September 18, 1996
(as supplemented, the "Agreement"), between TRS, American
Express Receivables Financing Corporation ("RFC"), 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 5.2 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 TO CLASS B 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 A Certificate Rate for
Interest Period Related to Current
Distribution Date . . . . . . . . . __________
<PAGE>
<PAGE>
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) . . $__________
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 officers on
the ____ day of __________, ____.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
as Servicer
By:_____________________________
Name:
Title:
<PAGE>
<PAGE>
Exhibit D to the
Series 1996-1 Supplement
September 18, 1994
American Express Travel Related
Services Company, Inc.
American Express Tower
World Financial Center
200 Vesey Street
New York, New York 10285
The Bank of New York
101 Barclay Street
21st Floor
New York, New York 10286
American Express Master Trust
Class A Floating Rate Accounts Receivable
Trust Certificates, Series 1996-1
Guaranteed Rate Agreement
Ladies and Gentlemen:
We hereby confirm arrangements made as of the
date hereof with you to be effective upon receipt by us
of the enclosed copy of this letter agreement (the
"Guaranteed Rate Agreement"), executed by you.
Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings given to them
in the Master Pooling and Servicing Agreement, dated as
of June 30, 1992, as amended, including the Series 1996-1
Supplement thereto, dated as of September 18, 1996 (as
amended and supplemented, the "Pooling and Servicing
Agreement"), among American Express Receivables Financing
Corporation, as transferor (the "Transferor"), American
Express Travel Related Services Company, Inc., as
servicer (the "Servicer"), and The Bank of New York, or
its successor, as trustee (the "Trustee").
1. (a) On the Determination Date preceding
the August 2003 Distribution Date, the Servicer shall
notify the Trustee and us of the amount, if any, to be
deposited into the Principal Funding Account on such
Distribution Date. On the Business Day following such
Determination Date, we shall provide written notice to
the Trustee (with a copy to the Servicer) directing the
Trustee to invest the funds that will be on deposit in
the Principal Funding Account on such Distribution Date
in Eligible Investments (as defined in the Pooling and
Servicing Agreement). Our notice to the Trustee will
<PAGE>
<PAGE>
specifically identify each such Eligible Investment
(including its principal amount and maturity). In
addition, we shall from time to time provide written
notice to the Trustee (with a copy to the Servicer)
directing the Trustee to reinvest funds representing
principal, interest or other investment income received
by it (or the Servicer) with respect to such Eligible
Investments (whether upon maturity or otherwise) in
additional Eligible Investments.
All such investments will be made either by the
Trustee or, at the direction of the Trustee (which
direction is hereby given), by the Servicer, on behalf of
the Trustee. We understand that funds from the Principal
Funding Account which are to be invested pursuant to this
Agreement, and accrued interest on such funds, must
mature and be available for payment to Class A
Certificateholders not later than the close of business
on the Business Day preceding the Expected Final Payment
Date. We will select Eligible Investments which will be
consistent with such requirements. The Trustee shall
have no responsibility and shall not be liable for any
investments made pursuant to this Agreement.
(b) In the event that we fail to direct the
Trustee to invest or reinvest any funds which are
deposited in the Principal Funding Account or which are
received by it (or the Servicer) with respect to Eligible
Investments, the Trustee shall invest, or the Servicer,
at the direction of the Trustee (which direction is
hereby given), shall invest such funds overnight in one
or more Eligible Investments until such time as the
Trustee receives the required notice from us. The
Trustee shall have no responsibility and shall not be
liable for any investments made pursuant to this
Agreement.
(c) The aggregate amount to be invested
pursuant to this Agreement at any time shall not exceed
$475,000,000 (excluding any amounts constituting interest
or investment income on funds invested pursuant to this
Agreement or reinvested interest or investment income).
2. We agree to make a payment to the Trustee
on the Business Day preceding the Expected Final Payment
Date equal to (a) the Guaranteed Return for the Interest
Period, less (b) the amount of interest and other
investment income (net of investment expenses) which will
be received by the Trustee on or prior to, and which will
be available to the Trustee on, the Expected Final
Payment Date with respect to the funds on deposit in the
Principal Funding Account during the Interest Period. In
the event that for the Interest Period the amount
computed pursuant to the preceding sentence is a negative
number, the Trustee shall pay to us by 11:00 a.m. on the
<PAGE>
<PAGE>
Expected Final Payment Date, out of such interest and
investment income, the absolute value of such amount. On
the second Business Day preceding the Expected Final
Payment Date, the Servicer shall determine the amount, if
any, which we are obligated to pay to the Trustee on the
Business Day prior to the Expected Final Payment Date
pursuant to the first sentence of this Section 2 and
shall notify the Trustee of such amount.
3. All payments pursuant hereto shall be made
by wire transfer of same day funds, if to the Trustee, to
the Collection Account, and if to us, to such account as
we may designate in writing to the Trustee not less than
two Business Days preceding the Expected Final Payment
Date.
4. (a) In the event our unsecured commercial
paper rating is below A-1+ by Standard & Poor's or P-1 by
Moody's 60 days prior to the beginning of the
Accumulation Period, we shall promptly notify the Trustee
and the Servicer and we shall reimburse the Servicer on
demand for any loss incurred in connection with the
Servicer's purchase of a Substitute Guaranteed Rate
Agreement pursuant to the terms of the Pooling and
Servicing Agreement. Such loss shall be equal to the
Servicer's net cost of obtaining the new Substitute
Guaranteed Rate Agreement. In such event, we shall use
our best efforts to establish an arrangement satisfactory
to the applicable Rating Agency as described in the
second sentence of subsection 4.7(c) of the Pooling and
Servicing Agreement, within the 60-day period referred to
in such second sentence of subsection 4.7(c) and we shall
bear the cost and expense of establishing such
arrangement. The Trustee has no obligation and shall
incur no liability in connection with the purchase of the
Substitute Guaranteed Rate Agreement.
(b) We agree that none of the Trustee, the
Servicer, the Transferor or us shall have any obligation
under this Agreement if any Early Amortization Event
occurs prior to the commencement of the Accumulation
Period.
5. Our agreements set forth in this Agreement
are our primary obligations and such obligations are
irrevocable, absolute and unconditional, shall not be
subject to any counterclaim, setoff or defense (other
than full and strict compliance by us with our
obligations hereunder) and shall remain in full force and
effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or
condition whatsoever.
<PAGE>
<PAGE>
6. The Trustee's interest in this Agreement
shall be transferable to any successor Trustee under the
Pooling and Servicing Agreement.
7. This Agreement will be governed by and
construed in accordance with the laws of the State of New
York.
8. Except as otherwise provided herein, all
notices pursuant to this Agreement, shall be in writing
and shall be effective upon receipt thereof. All notices
shall be directed as set forth below, or to such other
address or to the attention of such other person as the
relevant party shall have designated for such purpose in
a written notice.
The Servicer: American Express Travel Related
Services Company, Inc.
American Express Tower
World Financial Center
200 Vesey Street - 29th Floor
New York, New York 10285
Telephone No.: (212) 640-4405
Telecopier No.: (212) 619-8693
Attention: Treasurer
with copies to: American Express Travel Related
Services Company, Inc.
American Express Tower
World Financial Center
200 Vesey Street
New York, New York 10285
Attention: General Counsel
The Trustee: The Bank of New York
101 Barclay Street
21st Floor
New York, New York 10286
Telephone No.: (212) 815-5199
Telecopier No.: (212) 815-5915
Attention: Corporate Trust
Division
The Provider: American Express
Credit Corporation
One Christina Centre
301 N. Walnut Street
Suite 1002
Wilmington, Delaware 19801-2919
Telephone No.: (302) 594-3350
Telecopier No.: (302) 571-8073
Attention: President
<PAGE>
<PAGE>
9. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, all of which shall be deemed to be one and the same
document.
10. This Agreement may be terminated at any time we
obtain or the Servicer obtains a Substitute Guaranteed Rate
Agreement provided that we deliver or the Servicer delivers to
the Trustee (i) an Opinion of Counsel as to the due
authorization, execution and delivery and validity and
enforceability of such Substitute Guaranteed Rate Agreement and
(ii) a letter from each Rating Agency confirming that the
termination of this Agreement and its replacement with such
Substitute Guaranteed Rate Agreement will not adversely affect
its rating of the Class A Certificates. In addition, if the
Accumulation Date is postponed to July 31, 2003 and commencement
of the Accumulation Period is postponed in accordance with
Section 4.13 of the Series 1996-1 Supplement to the Pooling and
Servicing Agreement, this Agreement shall terminate and be of no
force and effect and we shall have no obligations hereunder.
11. Whenever used in this Agreement, the following
words and phrases shall have the following meanings:
"Guaranteed Rate" shall mean the Class A Certificate
Rate.
"Guaranteed Return" shall mean, for the Interest
Period, the product of (a) the amount deposited into the
Principal Funding Account on the Distribution Date falling in
August 2003, (b) the Guaranteed Rate and (c) the actual number of
days in the Interest Period divided by 360.
"Interest Period" shall mean the period from, and
including, the Distribution Date falling in August 2003 to, but
excluding, the Expected Final Payment Date.
12. The Servicer agrees to pay us the sum of $65,000
on September 18, 1996 as consideration for our acting as
Investment Provider under this Agreement.
<PAGE>
<PAGE>
If the foregoing satisfactorily sets forth the terms
and conditions of our agreement, please indicate your acceptance
thereof by signing in the space provided below and returning to
us the enclosed duplicate original of this letter.
Very truly yours,
AMERICAN EXPRESS CREDIT
CORPORATION
as Provider
By:________________________
Title:
Agreed and accepted as of September 18, 1996
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
as Servicer
By:_________________________
Title:
THE BANK OF NEW YORK
as Trustee
By:_________________________
Title:
<PAGE>
<PAGE>
Exhibit 20.2
_________________________________________________________
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION,
Transferor,
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
Servicer,
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
______________________________
SERIES 1996-2 SUPPLEMENT
Dated as of September 18, 1996
to
MASTER POOLING AND SERVICING AGREEMENT
Dated as of June 30, 1992
______________________________
$324,324,324
AMERICAN EXPRESS MASTER TRUST
SERIES 1996-2
_________________________________________________________
SERIES 1996-2 SUPPLEMENT, dated as of September 18,
1996 (this "Series Supplement") among AMERICAN EXPRESS
RECEIVABLES FINANCING CORPORATION, a corporation organized and
existing under the laws of the state of Delaware, as Transferor,
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a
corporation organized under the laws of the state of New York, as
Servicer and THE BANK OF NEW YORK, a banking corporation
organized and existing under the laws of New York (together with
its successors in trust thereunder as provided in the Agreement
referred to below, the "Trustee"), as trustee under the Master
Pooling and Servicing Agreement dated as of June 30, 1992, as
amended (the "Agreement").
<PAGE>
<PAGE>
PRELIMINARY STATEMENT
SECTION 6.9 of the Agreement provides, among other
things, that the Transferor 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 Transferor, for execution and redelivery to the
Trustee for authentication, one or more Series of certificates.
The Transferor and the Servicer each hereby enter into this
Series 1996-2 Supplement with the Trustee as required by Section
6.9(c) of the Agreement to provide for the issuance,
authentication and delivery of the Class A Floating Rate Accounts
Receivable Trust Certificates, Series 1996-2 and the 7.10% Class
B Accounts Receivable Trust Certificates, Series 1996-2. 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
1996-2 Certificates and no other Series of certificates issued by
the Trust.
SECTION 1. Designation. The Certificates shall be
designated generally as the Series 1996-2 Certificates.
SECTION 2. Definitions. The following words and
phrases shall have the following meaning with respect to the
Series 1996-2 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:
"Certificateholder" shall mean the Person in w(osA
name a Certifiq!te is registered in the Certificate Register.
"Certificateholders' Interest" shall have the
meaning specified in Section 4.2 of the Agreement.
"Certificates" shall mean the Class A Certificates
and the Class B Certificates.
"Class A Certificate Rate" shall mean, with respect
to each Interest Peri 7.10% per
annum, calculated on the basis of a 360-day year of twelve 30-day
months.
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"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 7.10% Class B
Accounts Receivable Trust Certificates, Series 1996-2.
"Class B Initial Invested Amount" shall mean the
aggregate initial principal amount of the Class B Certificates
which is $24,324,324.
"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, and 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.
"Class B Monthly I10(b) of the Agreement.
"Class A Monthly Interest" shall mean the monthly
interest distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.4(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.5(a) of the Agreement.
"Class B Certificate Rate" shall mean 7.10% per
annum, calculated on the basis of a 360-day year of twelve 30-day
months.
"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 7.10% Class B
Accounts Receivable Trust Certificates, Series 1996-2.
"Class B Initial Invested Amount" shall mean the
aggregate initial principal amount of the Class B Certificates
which is $24,324,324.
"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
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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, and 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.
"Class B Monthly Interest" shall mean the monthly
interest distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.4(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.5(b) of the Agreement.
"Closing Date" shall mean, with respect to the
Series 1996-2 Certificates, September 18, 1996.
"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 November 15, 1996.
"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 an Early Amortization 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 1996-2
Termination Date.
"Expected Final Payment Date" shall mean September
17, 2001 (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 Expected Final Payment Date or any Early
Amortization Period the percentage equivalent of the ratio which
the sum of the Class A Invested Amount and the Class B Invested
Amount as of the last day of the Revolving Period bears to 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 (and all Classes) 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 the sum of the Class A
Invested Amount and the Class B Invested Amount on the last day
of the immediately preceding Due Period to 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 which 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 1996-2 Cut
Off Date.
"Initial Invested Amount" shall mean the sum of the
Class A Initial Invested Amount and the Class B Initial Invested
Amount.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous
Distribution Date through the day preceding such Distribution
Date; provided, however, that the initial Interest Period shall
be the period from and including the Closing Date through
November 14, 1996.
"Invested Amount" shall mean, when used with respect
to any date of determination, an amount equal to the sum of the
Class A 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 an Early Amortization
Period or during and after the Due Period preceding the Expected
Final Payment Date, the Fixed Allocation Percentage; and (c) when
used with respect to Yield Collections and Defaulted Receivables
at any time, the Floating Allocation Percentage.
"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.
"LIBOR" shall mean, for any Interest Period, the
London interbank offered quotations for one-month dollar deposits
determined by the Trustee for each Interest Period in accordance
with the provisions of Section 4.7 of the Agreement.
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"LIBOR Determination Date", with respect to an
Interest Period, shall mean the second Business Day prior to the
Distribution Date on which such Interest Period commences;
provided, however, that LIBOR Determination Date shall mean
September 16, 1996 with respect to the period from the Closing
Date through October 14, 1996, and October 11, 1996 with respect
to the period from October 15, 1996 through November 14, 1996.
For purposes of this definition, a Business Day is any business
day on which dealings in deposits in United States dollars are
transacted in the London interbank market.
"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.
"Reference Banks" shall mean the principal London
offices of Morgan Guaranty Trust Company of New York, The Bank of
New York, The Chase Manhattan Bank and Citibank, N.A., or such
other four major banks in the London interbank market selected by
the Servicer upon notice to the Trustee.
"Revolving Period" shall mean, with respect to the
Series 1996-2 Certificates, the period from and including
September 1, 1996, up to and including the earlier of (i) July
31, 2001 and (ii) the day prior to the day on which an Early
Amortization Period commences.
"Series 1996-2 Cut Off Date" shall mean August 31,
1996.
"Series 1996-2 Principal Shortfall" shall have the
meaning specified in subsection 4.5(c).
"Series 1996-2 Termination Date" shall mean August
15, 2002.
"Series 1996-2 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 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.
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"Telerate Page 3750" shall mean the display page
currently so designated on the Dow Jones Telerate Service (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 1996-2
Termination Date.
SECTION 3. Minimum Transferor Percentage and
Minimum Trust Principal Component. The Minimum Transferor
Percentage applicable to the Series 1996-2 Certificates shall be
15.0%. The Minimum Trust Principal Component with respect to the
Series 1996-2 Certificates shall be $348,500,000.
SECTION 4. Reassignment and Transfer Terms. The
Series 1996-2 Certificates may be reassigned and transferred to
the Transferor 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 12.2 of the Agreement.
SECTION 5. Delivery and Payment for the
Certificates. The Trustee shall deliver the Series 1996-2
Certificates when authenticated in accordance with Section 6.2 of
the Agreement.
SECTION 6. Form of Delivery of the Series 1996-2
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) The initial transfer or any pledge of the Class
B Certificates to any entity other than a corporation that is a
member of the consolidated federal income tax group of which RFC
is a member shall not occur unless the Trustee shall have
received 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. Prior to any transfer of a Class B Certificate to any
Affiliate of the Transferor, the Servicer 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, the Transferor shall certify to the
Trustee in writing whether the proposed transferee of the Class B
Certificate is an Affiliate of the Transferor and the Trustee
shall be entitled to rely conclusively on such certificate.
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(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 and 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 the 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 three years from the later of the Closing Date and the
date any Class B Certificate was acquired from the Transferor or
an Affiliate of the Transferor, the Class B Certificates shall
bear a legend substantially to the effect set forth in the
preceding two sentences. Neither the Transferor, the Transfer
Agent and Registrar nor 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 Transferor shall have
consented to such transfer. The Class B Certificates shall at
all times bear a legend substantially to the effect set forth in
the preceding sentence.
(c) The 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 other than a corporation that is a member of the
consolidated federal income tax group of which the Transferor is
a member 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.
SECTION 8. Tax Treatment. It is the intention of
the Transferor and the Investor Certificateholders that the Class
B Certificates (upon transfer to an entity other than the
Transferor) be characterized as either indebtedness of the
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Transferor 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 Transferor
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 Transferor 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 Certificate 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 distribute
Collections to the Transferor on the basis of the Transferor
Percentage shall continue to apply irrespective of the issuance
of the Certificates. Section 4.1 of the Agreement shall read in
its entirety as provided in the Agreement. Article IV of the
Agreement (except for Section 4.1) shall read in its entirety as
follows and shall be applicable to the Certificates:
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ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.2 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 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
undivided interests in the Trust referred to in the two
immediately preceding sentences are collectively referred to for
the Series 1996-2 Certificates as the "Certificateholders'
Interest".) The Exchangeable Transferor Certificate shall not
represent any interest in the Collection Account, except as
specifically provided in this Article IV.
SECTION 4.3 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 an
Early Amortization 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 4.1(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
4.1(g);
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(ii) During any Early Amortization Period and After
the End of the Revolving 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 4.1(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
4.1(g);
(iii) Allocations and Payments to the Holder of the
Exchangeable Transferor Certificate. Amounts to be
allocated to the Holder of the Exchangeable Transferor
Certificate and payments with respect thereto shall be
determined and made only as provided in subsection 4.1(d).
(c) Additional Amounts.
(i) The allocations to be made pursuant to
subsection 4.3(b) also apply to deposits into the
Collection Account that are treated as Collections,
payments made by the Transferor pursuant to subsection
2.4(d) and payments made by the Servicer pursuant to
Section 3.3, 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 Transferor pursuant to
subsection 2.4(e), Adjustment Payments, proceeds from the
sale, disposition or liquidation of the Receivables
pursuant to Section 9.2, 10.2, 12.1 or 12.2 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 Principal Collections as provided in the
Agreement.
SECTION 4.4 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 for the related Interest Period,
(ii) the actual number of days in such Interest Period divided by
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360, and (iii) the outstanding principal balance of the Class A
Certificates as of the related Record Date; it being understood
and agreed that with respect to the initial Distribution Date,
Class A Monthly Interest shall consist of the interest calculated
on the basis of the Class A Initial Invested Amount and the Class
A Certificate Rate applicable to the period from the Closing Date
through October 14, 1996 and the actual number of days therein,
and the Class A Certificate Rate applicable to the period from
October 15, 1996 through November 14, 1996 and the actual number
of days therein.
(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 one-twelfth of the
product of (i) the Class B Certificate Rate and (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); provided, however,
with respect to the first Distribution Date for the Class B
Certificates, Class B Monthly Interest shall be equal to
$278,243.24. Class B Monthly Interest shall be calculated on the
basis of a 360-day year of twelve 30-day months.
SECTION 4.5 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 Expected Final Payment Date 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 an
Early Amortization Event, received during the period from the day
such Early Amortization Event occurred to the end of such Due
Period, (ii) the amount, if any, of Series 1996-2 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
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
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Distribution Date, or, in the case of the Distribution Date
immediately following the occurrence of an Early Amortization
Event, received during the period from the day such Early
Amortization Event occurred to the end of such Due Period, (ii)
the amount, if any, of Series 1996-2 Undistributed Principal
Collections for such Distribution Date, (iii) the Investor
Default Amount with respect to such Distribution Date and any
reimbursements of unreimbursed Class B Investor Charge-Offs and
minus (iv) Class A Monthly Principal, if any, with 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 the Expected Final Payment Date and 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 1996-2 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. If, with
respect to a Distribution Date related to the Expected Final
Payment Date and 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 Invested Amount and the Class B
Invested Amount, the amount of such shortfall shall be the Series
1996-2 Principal Shortfall with respect to such Distribution Date.
SECTION 4.6 [Reserved].
SECTION 4.7 Determination of LIBOR. (a) On each
LIBOR Determination Date, the Trustee shall determine LIBOR on
the basis of the rate for deposits in United States dollars for a
one-month period (commencing on the first day of the relevant
Interest Period) which appears on Telerate Page 3750 as of 11:00
a.m. London time on such LIBOR Determination Date. If such rate
does not appear on Telerate Page 3750, LIBOR for such Interest
Period shall be determined on the basis of the rates at which
deposits in the United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on such
LIBOR Determination Date to prime banks in the London interbank
market for a one-month period (commencing on the first day of the
relevant Interest Period). The Trustee shall request the
principal London office of each such bank to provide a quotation
of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date shall be the arithmetic
mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that LIBOR Determination Date
shall be the arithmetic mean of the rates quoted by major banks
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in New York City, selected by the Servicer, at approximately
11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a one-month period
(commencing on the first day of the relevant Interest Period).
(b) The Class A Certificate Rate applicable to the
then current and the immediately preceding Interest Periods may
be obtained by any Certificateholder by telephoning the Trustee
at its Corporate Trust Office at (212) 815-2694.
(c) On each LIBOR Determination Date, the Trustee
shall send to the Servicer by facsimile notification of LIBOR for
the following Interest Period.
SECTION 4.8 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 4.8(a) through
4.8(i). The distributions to be made to the Class B Certificates
pursuant to this Section 4.8 shall be subject to subsection
4.9(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 4.8(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 shall be calculated on the basis of a 360-
day year of twelve 30-day months.
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(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 4.8(a) and (b),
an amount equal to the Investor 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 4.8(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 which amount will be set aside and
retained in the Collection Account and treated as a part of Class
A Monthly Principal with respect to Distribution Dates relating
to the Due Period preceding the Expected Final Payment Date and
any Early Amortization Period and applied in accordance with
subsection 4.8(i).
(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 4.8(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 which
amount will be set aside and retained in the Collection Account
and treated as a part of Class A Monthly Principal with respect
to Distribution Dates with respect to the Due Period preceding
the Expected Final Payment Date and any Early Amortization Period
and applied in accordance with subsection 4.8(i) 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 4.8(i).
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(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 4.8(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 shall be calculated
on the basis of a 360-day year of twelve 30-day months.
(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
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 4.8(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 which amount will be set aside and
retained in the Collection Account and treated as a part of Class
A Monthly Principal with respect to Distribution Dates with
respect to the Due Period preceding the Expected Final Payment
Date and any Early Amortization Period and applied in accordance
with subsection 4.8(i) 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 4.8(i).
(h) Excess Yield Collections. On each
Distribution Date, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the
Collection Account and distribute to the Transferor to the extent
available, the Floating Allocation Percentage of Yield
Collections for the Due Period immediately preceding such
Distribution Date remaining after giving effect to Sections
4.8(a) through (g) above.
(i) 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 4.1(f).
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(B) For each Distribution Date with respect to
the Expected Final Payment Date 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 Expected Final Payment Date or
Distribution Date, plus the amount of Excess Principal
Collections allocated to the Series 1996-2 Certificates in
accordance with Section 4.12, will be distributed pursuant
to subsection 4.9(a)(iii); and
(ii) an amount equal to Class
B Monthly Principal for such Distribution Date, plus the
amount of Excess Principal Collections allocated to the
Series 1996-2 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 4.9(a)(iv); and
(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 4.1(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 1996-2
Certificates.
SECTION 4.9 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:
(i) on each Distribution Date, on each Special
Payment Date and on the Expected Final Payment Date, the
amount provided in subsection 4.8(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 4.8(b) and 4.8(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
Collection 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
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(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 4.9 and Section 4.8 are subject to the provisions of
Sections 2.4(e), 9.2, 10.1, 12.1 and 12.2 of the Agreement 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
4.8(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 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 4.8(a), (b) and (c), the Servicer will
apply such excess Yield Collections as provided in subsection
4.8(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 4.8(a), (b), (c), (d),
(e) and (f), the Servicer will apply such excess Yield
Collections as provided in subsection 4.8(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 or the Holder of the Transferor
Certificate. Nonetheless, TRS as Servicer shall account for all
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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 1996-2 Certificates
for any Distribution Date pursuant to subsection 4.1(f)(a), and
available for distribution to the Certificateholders pursuant to
subsection 4.8(i)(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 1996-2 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 1996-2 Certificates
shall be zero.
[END OF ARTICLE IV]
SECTION 10. Article V of the Agreement. Article V
of the Agreement shall read in its entirety as follows:
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
SECTION 5.1 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
12.2 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 4.9(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
12.2 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 4.9(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
12.2 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 4.9(a)(iv).
(d) Except as provided in Section 12.2 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 5.2 Statements to Certificateholders. On
each Payment 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.
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On or before January 31 of each calendar year,
beginning with calendar year 1997, the Paying Agent, on behalf of
the Trustee, shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a
Certificateholder of Series 1996-2, 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. Early Amortization Events. (a) If any
one of the events specified in Section 9.1 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 Accumulation Period with respect to the
Series 1996-2 Certificates:
(i) failure on the part of the Transferor or
TRS (a) to make any payment or deposit on the date
required under the Agreement, this Series Supplement or
the 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 the Transferor 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 the Transferor in the Agreement
or, to the extent assigned to the Trust, in the Receivable
Purchase Agreement, which in the case of subclause (c)
hereof, continues unremedied for a period of 60 days after
written notice to the Transferor or TRS, as applicable,
and continues to affect materially and adversely the
interests of the Certificateholders for such period;
provided, however, that an Early Amortization Event
described in clause (b) or (c) shall not be deemed to
occur if the 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;
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(ii) any representation or warranty made by
the Transferor in the Agreement or this Series Supplement
or any representation or warranty made by TRS in the
Receivable Purchase Agreement or any information required
to be given by the 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 the 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 an Early
Amortization Event described in this clause (ii) shall not
be deemed to occur if the 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;
(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;
or
(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, in the case of any event described in clause
(i), (ii) or (iv), an Early Amortization Event will be deemed to
have occurred with respect to the Series 1996-2 Certificates only
if, after any applicable grace period described in the clauses,
either the Trustee or certificateholders of such Series
evidencing undivided interests aggregating more than 50% of the
invested amount of such Series, by written notice to the
Transferor and the Servicer (and to the Trustee, if given by such
certificateholders) declare that an Early Amortization Event has
occurred as of the date of such notice; and
then, in the case of any event described in Section
9.1 of the Agreement, an Early Amortization Event with respect to
all Series, and in the case of any event described in clause
(iii) or (v), an Early Amortization Event with respect to only
the Series 1996-2 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.
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(b) In the case of any event described in the first
sentence of Section 9.1(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 an Early Amortization Event) and
(ii) holders representing Undivided Interest 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 an Early Amortization 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 9.1(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 Cedel S.A. ("Cedel") or the Euroclear System in
Europe. Application will be made by the Transferor to list the
Class A Certificates on the Luxembourg Stock Exchange.
In addition to the Paying Agent listed in Section
6.6, with respect to the Class A Certificates the following co-
Paying Agents are also appointed: Kredietbank S.A.
Luxembourgeoise, 43 Boulevard Royal, Luxembourg City, Luxembourg
("Kredietbank") and The Bank of New York (London), 46 Berkeley
Street, London, WIX-6AA, England. Kredietbank shall also serve
as co-Transfer Agent and co-Registrar, so long as the Class A
Certificates are outstanding. Kredietbank shall also serve as
listing agent for the Class A Certificates on the Luxembourg
Stock Exchange (the "Listing Agent").
The Trustee will publish or will cause to be
published (at the expense of the Servicer) following each
Distribution Date in a daily newspaper in Luxembourg (which
initially shall be the Luxemburger Wort) a notice to the effect
that the information required to be sent to Investor
Certificateholders pursuant to Section 5.2 hereof will be
available for review at the main office of Kredietbank in
Luxembourg City, Luxembourg.
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.
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SECTION 13. Series Specific Transferor Covenants.
The Transferor hereby covenants and agrees, for so
long as the Series 1996-2 Certificates remain outstanding and
Moody's or Standard & Poor's shall be a "Rating Agency," as
follows:
(a) the Transferor shall not assume or guarantee
the liabilities of any other entity;
(b) the Transferor shall observe all corporate
formalities in connection with all dealings between itself and
its affiliates;
(c) the Transferor shall pay its own liabilities
and expenses with its own funds, and not those of its parent; and
(d) the 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 on any
outstanding certificates issued by trusts formed by the
Transferor or outstanding indebtedness of the Transferor secured
or collateralized by accounts receivable.
(e) The 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, 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 shall notify the Trustee is the
period within which the following arrangements may be put into
place without such downgrade causing Standard & Poor's to
downgrade or withdraw its rating 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
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,
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and (b) opinions of counsel acceptable to Standard &
Poor'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 substantially to the effect that such funds would
not be considered property of the 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
that other arrangements satisfactory to Standard & Poor's
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 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 4.1(d) of the Agreement, the
Servicer shall continue to allocate to the Holder of the
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Exchangeable Transferor Certificate the amounts allocable to such
Holder pursuant to such Section 4.1(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 Holder
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 Transferor as provided in
and pursuant to Section 4.1(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 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 BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Transferor, the Servicer and
the Trustee have caused this Series 1996-2 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
Name:
Title:
AMERICAN EXPRESS TRAVEL RELATED SERVICES
COMPANY, INC.,
as Servicer
By
Name:
Title:
THE BANK OF NEW YORK,
as Trustee and Paying Agent
By
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT A TO THE
SERIES 1996-2 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
CLASS A FLOATING RATE ACCOUNTS RECEIVABLE
TRUST CERTIFICATE, SERIES 1996-2
Each $1,000 minimum denomination represents a
1/300,000th interest in the Series 1996-2 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 designated American Express Card, American
Express Gold Card and Platinum Card Accounts.
(Not an interest in or recourse obligation of
American Express Receivables Financing Corporation, American
Express Credit Corporation, 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 Master Pooling and Servicing Agreement,
dated as of June 30, 1992 (the "Pooling and Servicing
Agreement"; such term to include any amendment or Supplement
thereto) by and among American Express Receivables Financing
Corporation, as Transferor (the "Transferor"), TRS, as Servicer
(in such capacity, the Servicer"), and The Bank of New York, as
Trustee (the "Trustee"), and the Series 1996-2 Supplement,
dated as of September 18, 1996, among the Transferor, the
Servicer and the Trustee. The corpus of the Trust consists of
all of the Transferor's right, title and interest in a
portfolio of receivables now existing and hereafter created
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(the "Receivables"), arising under certain charge card accounts
owned by TRS 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 Transferor
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
Transferor.
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 1996-2 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 1996-2 Supplement may be requested from the Trustee by
writing to the Trustee at The Bank of New York, 101 Barclay
Street, New York, New York 10286, 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
1996-2 Supplement. This Certificate is one of a series of
Certificates entitled "American Express Master Trust Class A
Floating Rate Accounts Receivable Trust Certificates, Series
1996-2" (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,
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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 Transferor has 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 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 1996-2 Investor Certificates at any time shall not
exceed an amount equal to the Invested Amount at such time.
The initial Invested Amount is $324,324,324. 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 $300,000,000. 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
Transferor 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
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exchanged by the Transferor 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 of 0.12% per
annum above LIBOR (as determined on the related LIBOR
Determination Date) (such rate as in effect from time to time,
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 November 15, 1996. If (a) an Early Amortization
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 for the related Interest Period, (ii) the
actual number of days in such Interest Period divided by 360,
and (iii) 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.
No principal will be payable to the Class A
Certificateholders until the Expected Final Payment Date or,
upon the occurrence of an Early Amortization 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 Certificateholders. For each Due Period during
the period beginning on September 1, 1996 and ending on the
earlier of (a) July 31, 2001 and (b) the day prior to the day
on which 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.
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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 1996-2 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 A Certificateholders will be made
from the Collection Account. In addition to the amounts
deposited in the Collection Account as provided in the Pooling
and Servicing Agreement, the proceeds of any optional
repurchase of the Class A Certificates by the Transferor will
be deposited in the Collection Account on the Distribution Date
on which such purchase occurs.
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:
(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
Collection 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.
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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 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 TRANSFEROR, 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
Transferor has 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 Transferor 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.
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The Pooling and Servicing Agreement may be amended
from time to time by the Servicer, the Transferor 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 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 Transferor 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 Transferor 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 the
class 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
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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 Transferor 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.
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.
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The Transferor, 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 Transferor, 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 Transferor, 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 Transferor on any
Distribution Date on or after which the Invested Amount is less
than or equal to $32,432,432 (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
1996-2 Certificates is greater than zero on August 15, 2002
(the "Series 1996-2 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 1996-2 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 12.1 of the Pooling and Servicing Agreement and the
surrender of this Certificate, the Trustee shall assign and
convey to the Transferor (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
Transferor 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.
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IN WITNESS WHEREOF, American Express Receivables
Financing Corporation has caused this American Express Master
Trust Class A Floating Rate Accounts Receivable Trust
Certificate, Series 1996-2 to be duly executed under its
official seal.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By: _________________________
Authorized Signatory
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-2 Class A Certificates
referred to in the within-mentioned Pooling and Servicing
Agreement.
Dated: September 18, 1996 THE BANK OF NEW YORK
as Trustee
By: ________________________
Authorized Signatory
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EXHIBIT B to
the Series 1996-2 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.
THIS CERTIFICATE DETAILS OTHER CONDITIONS TO THE
TRANSFER THEREOF.
No. R-1 $__________
Registered CUSIP No._______
AMERICAN EXPRESS MASTER TRUST
7.10% CLASS B ACCOUNTS RECEIVABLE
TRUST CERTIFICATE, SERIES 1996-2
Each $1,000 minimum denomination represents a
1/24,324.324th interest in the Series 1996-2 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 designated American Express Card, American
Express Gold Card and Platinum Card Accounts.
(Not an interest in or recourse obligation of American
Express Receivables Financing Corporation, American Express
Travel Related Services Company, Inc. ("TRS"), American Express
Credit Corporation, American Express Company or any of their
affiliates)
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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 Master
Pooling and Servicing Agreement, dated as of June 30, 1992 (the
"Pooling and Servicing Agreement"; such term to include any
amendment or Supplement thereto) by and among American Express
Receivables Financing Corporation, as Transferor (the
"Transferor"), TRS, as Servicer (the "Servicer"), and The Bank
of New York, as Trustee (the "Trustee"), and the Series 1996-2
Supplement, dated as of September 18, 1996, among the
Transferor, the Servicer and the Trustee. The corpus of the
Trust consists of all of the Transferor's 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 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 Transferor 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 Transferor.
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 1996-2 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 1996-2 Supplement may be requested from the Trustee by
writing to the Trustee at The Bank of New York, 101 Barclay
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Street, New York, New York 10286, 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 1996-2
Supplement. This Certificate is one of a series of Certificates
entitled "American Express Master Trust 7.10% Class B Accounts
Receivable Trust Certificates, Series 1996-2" (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.
The Transferor has 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 1996-2 Investor Certificates at any time shall not exceed
an amount equal to the Invested Amount at such time. The
initial Invested Amount is $324,324,324. 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 $24,324,324. 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
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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 Transferor 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 Transferor 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 7.10% 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 November 15, 1996. 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 the basis of a 360-day
year comprised of twelve 30-day months. 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 September 1, 1996 and ending on the
earlier of (a) July 31, 2001 and (b) the day prior to the day on
which 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
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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 1996-2 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. The proceeds of any optional
repurchase of the Class B Certificates by the Transferor will be
deposited into the Collection Account 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:
(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) 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
Collection 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
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(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 TRANSFEROR, 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
Transferor has 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 Transferor 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 Transferor 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 any other provisions with
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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
Transferor 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 Transferor 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.
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The Pooling and Servicing Agreement may also be
amended from time to time by the Servicer, the Transferor 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.
Each purchaser of a Class B Certificate from the
Transferor shall represent and warrant to the Transferor 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 6.3 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
Transferor; (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 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
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Certificate, the Transferor 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 Transferor, 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 Transferor, 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 Transferor, 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 Transferor
on any Distribution Date on or after which the Invested Amount
is less than or equal to $32,432,432 (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 1996-2
Certificates is greater than zero on August 15, 2002 (the
"Series 1996-2 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
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date, but not more than the total amount of Receivables
allocable to the Series 1996-2 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 12.1 of the Pooling and Servicing Agreement and the
surrender of this Certificate, the Trustee shall assign and
convey to the Transferor (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
Transferor 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 has caused this American Express Master
Trust 7.10% Class B Accounts Receivable Trust Certificate,
Series 1996-2 to be duly executed under its official seal.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By: _________________________
Authorized Signatory
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 1996-2 Class B Certificates
referred to in the within-mentioned Pooling and Servicing
Agreement.
Dated: September 18, 1996
THE BANK OF NEW YORK
as Trustee
By: _________________________
Authorized Signatory
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Exhibit C-1 to The
Series 1996-2 Supplement
Payment Date Statement
American Express Travel Related Services Company, Inc.
American Express Master Trust
Class A 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 Master Pooling and Servicing
Agreement, dated as of June 30, 1992, as amended and as
supplemented by the Series 1996-2 Supplement, dated as of
September 18, 1996 (as supplemented, the "Agreement"), between
TRS, American Express Receivables Financing Corporation ("RFC"),
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 5.2 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 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 . . . . . . . . . . . . . . . . . $__________
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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:
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Exhibit C-2 to The
Series 1996-2 Supplement
Payment Date Statement
American Express Travel Related Services Company, Inc.
American Express Master Trust
Class B Accounts Receivable Trust Certificates
The undersigned, a duly authorized
representative of American Express Travel Related
Services Company, Inc. ("TRS"), as Servicer pursuant to
the Master Pooling and Servicing Agreement, dated as of
June 30, 1992, as amended and as supplemented by the
Series 1996-2 Supplement, dated as of September 18, 1996
(as supplemented, the "Agreement"), between TRS, American
Express Receivables Financing Corporation ("RFC"), 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 5.2 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 TO CLASS B 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 A 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 . . . . . . . . . . $__________
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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) . . $__________
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 officers on
the ____ day of __________, ____.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
as Servicer
By:_____________________________
Name:
Title:
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