AMERICANEXPRESS ISSUANCE TRUST II SECOND AMENDMENT TO AMENDED AND RESTATED INDENTURE
Exhibit 4.4
Execution Copy
AMERICAN EXPRESS ISSUANCE TRUST II
SECOND AMENDMENT TO
AMENDED AND RESTATED INDENTURE
This SECOND AMENDMENT TO AMENDED AND RESTATED INDENTURE, dated as of April 13, 2015 (this Amendment), to the Amended and Restated Indenture, dated as of March 12, 2013 (as amended and restated and as otherwise modified from time to time, the Indenture), between American Express Issuance Trust II, a statutory trust organized under the laws of the State of Delaware, as Issuer (the Issuer), and The Bank of New York Mellon, a New York banking corporation, as Indenture Trustee (in such capacity, the Indenture Trustee) and as Securities Intermediary, is made and entered into as of April 13, 2015.
RECITALS
WHEREAS, the Issuer and the Indenture Trustee have previously entered into the Indenture; and
WHEREAS, pursuant to Section 10.01 of the Indenture, the parties hereto desire to amend the Indenture as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party hereto agrees as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms Not Defined Herein. All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Indenture.
ARTICLE II
AMENDMENT TO INDENTURE
SECTION 2.01. Amendment to Section 1.01.
(a) The definition of Monthly Period in Section 1.01 of the Indenture is hereby deleted and replaced with the following; provided, however, that the Monthly Period with respect to the May 2015 Payment Date shall have commenced on March 29, 2015 and shall continue to and include April 30, 2015:
Monthly Period means, with respect to each Payment Date, unless otherwise provided in an Indenture Supplement, the calendar month immediately preceding such Payment Date; provided, however, that the initial Monthly Period with respect to any Series will commence on the Closing Date with respect to such Series.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification of Indenture. As amended by this Amendment, the Indenture is in all respects ratified and confirmed and the Indenture, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.
SECTION 3.02. Counterparts. This Amendment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
SECTION 3.03. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 3.04. Effectiveness. The amendments provided for by this Amendment shall become effective as of April 16, 2015 upon:
(a) receipt by the Indenture Trustee and the Owner Trustee of an Officers Certificate of the Issuer to the effect that the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;
(b) receipt by the Indenture Trustee and the Owner Trustee of an Issuer Tax Opinion delivered in connection with this Amendment pursuant to Section 10.01 of the Indenture;
(c) receipt by the Indenture Trustee of an Opinion of Counsel delivered in connection with this Amendment pursuant to Section 10.03 of the Indenture;
(d) receipt by the Issuer, the Transferor or the Servicer of written notice from each Note Rating Agency that the amendments provided for by this Amendment will not result in a reduction or withdrawal of its ratings on any outstanding Notes of any Series, Class or Tranche; and
(e) delivery of counterparts of this Amendment, duly executed by the parties hereto.
[Signature page follows.]
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
AMERICAN EXPRESS ISSUANCE TRUST II, | ||
as Issuer | ||
By: | WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust | |
By: | /s/ Erwin M. Soriano | |
Name: Erwin M. Soriano | ||
Title: Vice President | ||
THE BANK OF NEW YORK MELLON, | ||
as Indenture Trustee and Securities Intermediary | ||
By: | /s/ Michael Commisso | |
Name: Michael Commisso | ||
Title: Vice President |
[Second Amendment to Amended and Restated Indenture]
Acknowledged and Accepted:
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION VIII LLC,
as Transferor
By: | /s/ Anderson Y. Lee | |
Name: Anderson Y. Lee | ||
Title: Vice President and Treasurer |
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.,
as Servicer and Administrator
By: | /s/ David L. Yowan | |
Name: David L. Yowan | ||
Title: Treasurer |
[Second Amendment to Amended and Restated Indenture]