ex10_1.htm


EXHIBIT 10.1


 


Execution Copy












AMENDMENT NO. 1 (this “Amendment”) dated as of July 19, 2013 TO THE SUBSCRIPTION AGREEMENT, among AMERICAN EXPRESS CREDIT CORPORATION, a Delaware corporation, as Borrower (the “Borrower”); CITIBANK N.A., SYDNEY BRANCH, COMMONWEALTH BANK OF AUSTRALIA, NATIONAL AUSTRALIA BANK LIMITED and WESTPAC BANKING CORPORATION, as Mandated Lead Arrangers and Bookrunners; the BANKS party to the Subscription Agreement referenced below; and CITISECURITIES LIMITED, as facility agent (in such capacity, the “Facility Agent”).







WHEREAS, the parties have entered into a Subscription Agreement dated as of August 3, 2011 (the “Subscription Agreement”);







WHEREAS, the Borrower has requested that the Subscription Agreement be amended in certain respects as provided in this Amendment; and







WHEREAS, pursuant to Section 9.5 of the Subscription Agreement, the Banks are, on terms and conditions stated below, willing to grant the request of the Borrower, and the Borrower and the Banks have agreed to amend the Subscription Agreement as set forth in this Amendment;







Section 1.  Definitions.  Except as otherwise defined herein, terms defined in the Subscription Agreement are used herein as defined therein.







Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Subscription Agreement is hereby amended as follows:







2.01.  The reference to “August 3, 2014”  in the definition of “Tranche A Termination Date” in Section 1.1 of the Subscription Agreement is amended to read “August 3, 2015”.







2.02.  The pricing grid applicable to Tranche A Loans set forth immediately under the heading “Tranche A” in the definition of “Applicable Margin” in Schedule 1.1(b) of the Subscription Agreement is hereby amended to read as follows:








	  	
Level I

	
Level II

	
Level III

	
Level IV

	
Level V

	
Level VI

	
Level VII


	
Applicable Margin

	
0.475%

	
0.525%

	
0.575%

	
0.625%

	
0.725%

	
0.825%

	
1.025%


	
Facility Fee Rate

	
0.475%

	
0.525%

	
0.575%

	
0.625%

	
0.725%

	
0.825%

	
1.025%












2.03.  Article IV of the Subscription Agreement is hereby amended to insert Section 4.13 to read as follows:


 



SECTION 4.13    Sanctioned Persons.  Neither the Borrower nor any of its Significant Subsidiaries, and, to the knowledge of the Borrower, none of their respective directors, officers or employees (i) is currently the subject of Sanctions, (ii) is located or organized or residing in any Designated Jurisdiction or (iii) is or has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds of any Loan, has been used, directly or indirectly, to lend, contribute, provide or has otherwise been made available to fund any activity or business in any Designated Jurisdiction or any Person who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Bank, the Mandated Lead Arrangers or the Facility Agent) of Sanctions.










 


 




  





  











  








 


As used in this Section 4.13: “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction; and “Sanctions” means any international economic sanction administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.







Section 3.  Representations and Warranties.  The Borrower represents and warrants as to itself that the representations and warranties set forth in Article IV of the Subscription Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article IV to “this Agreement” included reference to this Amendment.







Section 4.  Conditions Precedent.  As provided in Section 2 above, the amendment of the Subscription Agreement contemplated hereby shall become effective, as of the date hereof, upon the satisfaction of the following conditions precedent:







4.01.  Execution by All Parties.  This Amendment shall have been executed and delivered by the Borrower and each of the Banks.







4.02.  Fees.  The Borrower shall have paid all accrued fees and expenses of the Facility Agent (including the reasonable fees and expenses of counsel to the Facility Agent in connection with this Amendment), and the Facility Agent shall have received for the account of each extending Bank the extension fee in an amount that shall have been agreed between the Borrower and the Facility Agent.







4.03.  Tranche A Commitments.  Each of the actions set forth in Section 5 shall have occurred.







Section 5.  Assignment of Certain Tranche A Commitments.  Immediately and automatically upon the effectiveness of this Amendment, each of the Banks listed on Schedule 1 hereto in its capacity as a Tranche A Bank (collectively, the “Dropping Tranche A Banks”) shall no longer be a Tranche A Bank and, in connection therewith, (i) the Dropping Tranche A Banks shall assign and sell at par to the Banks listed on Schedule 2 hereto (collectively, the “Upsizing Tranche A Banks”) all of their Tranche A Commitments, together with their outstanding Tranche A Loans and all of the related rights under the Credit Documents, and (ii) the Upsizing Tranche A Banks shall purchase and assume at par all of the Tranche A Commitments of the Dropping Tranche A Banks, together with all of the outstanding Tranche A Loans held by the Dropping Tranche A Banks and all of the related rights under the Credit Documents, and shall pay accrued and unpaid interest and Facility Fees thereon, in each case such that Tranche A Commitments and Tranche A Loans shall be held by the Upsizing Tranche A Banks as set forth on Schedule 2 hereto.  To effect the foregoing payments, the related transfers of funds shall be netted to the extent necessary to minimize the actual flows of funds between the relevant parties.  The parties hereto waive any other actions required by Section 9.6(d) of the Subscription Agreement to effect the foregoing assignments.


 


 




  





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Section 6.  Miscellaneous.  Except as herein provided, the Subscription Agreement shall remain unchanged and in full force and effect.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.












[Signature pages to follow]






  





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.


 


 









	  	
AMERICAN EXPRESS CREDIT CORPORATION


	  	
 


	  	  	  	  
	  	
By:

	
  /s/ Vivian Zhou

	  
	  	  	
Name:  Vivian Zhou


	  	  	
Title: Treasurer





















  





  











  













CITIBANK, N.A., SYDNEY BRANCH


 


 







By:  /s/ Lachlan Tracey                                                


           Name:  Lachlan Tracey


           Title:    Director







By:  /s/ Glenn Phillips                                                


           Name:  Glenn Phillips


           Title:    Director












WESTPAC BANKING CORPORATION












By:  /s/ Robert Cameron                                                           


           Name:  Robert Cameron


           Title:    Associate Director

















COMMONWEALTH BANK OF AUSTRALIA












By:  /s/ Matthew Lever                                                


           Name:  Matthew Lever


           Title:    Director

















NATIONAL AUSTRALIA BANK LIMITED












By:  /s/ Rosemarie DiCanto                                                           


           Name:  Rosemarie DiCanto


           Title:    Director

















SUMITOMO MITSUI BANKING CORPORATION












By:  /s/ Alan Krouk                                                


           Name:  Alan Krouk


           Title:    Managing Director






  





  











  








AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


 







By:  /s/ Robert Grillo                                                


           Name:  Robert Grillo


           Title:    Director

















BANK OF AMERICA, N.A.


 

 


By:  /s/ Scott W. Reynolds                                                           


           Name:  Scott W. Reynolds


           Title:    Director

















DEUTSCHE BANK AG NEW YORK BRANCH


 


 


By:  /s/ Virginia Cosenza                                                           


           Name:  Virginia Cosenza


           Title:    Vice President







By:  /s/ Ming K. Chu                                                


           Name:  Ming K. Chu


           Title:    Vice President

















JPMORGAN CHASE BANK, N.A.







 


By:  /s/ Lorenzo Melendez                                                           


           Name:  Glenn Phillips


           Title:    Executive Director

















MIZUHO BANK, LTD.


 

 


By:  /s/ Debra Anne Hazelton                                                


           Name:  Debra Anne Hazelton


           Title:    General Manager






  





  











  








CREDIT SUISSE AG, CAYMAN ISLAND BRANCH












By:  /s/ Doreen Barr                                                            


           Name:  Doreen Barr


           Title:    Authorized Signatory







By:  /s/ Alex Verdone                                                


           Name:  Alex Verdone


           Title:    Associate












LLOYDS TSB BANK PLC


 

 


By:  /s/ Dennis McClellan                                                           


           Name:  Dennis McClellan


           Title:    Assistant Vice President







By:  /s/ Karen Weich                                                


           Name:  Karen Weich


           Title:    Vice President












ROYAL BANK OF CANADA







 


By:  /s/ Nicole Fawkner                                                           


           Name:  Nicole Fawkner


           Title:    Director, Corporate Banking












THE ROYAL BANK OF SCOTLAND PLC












By:  /s/ Fergus Smail                                                


           Name:  Fergus Smail


           Title:    Director












UBS AG, AUSTRALIA BRANCH







 


By:  /s/ Luke Goldsworthy                                                           


           Name:  Luke Goldsworthy


           Title:    Director







By:  /s/ Celle Raguine                                                


           Name:  Celle Raguine


           Title:    Associate Director






  





  











  








THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., SYDNEY BRANCH







 


By:  /s/ Shunsuke Suzuki                                                           


           Name:  Shunsuke Suzuki


           Title:    Deputy General Manager

















GOLDMAN SACHS LENDING PARTNERS LLC







 


By:  /s/ Michelle Latzoni                                                           


           Name:  Michelle Latzoni


           Title:    Authorized Signatory

















HSBC BANK AUSTRALIA LIMITED







 


By:  /s/ Charlotte Middleton                                                           


           Name:  Charlotte Middleton


           Title:    Attorney, Chief Risk Officer

















STANDARD CHARTERED BANK












By:  /s/ James P. Hughes                                                           


           Name:  James P. Hughes


           Title:    Director







By:  /s/ Andrew Y. Ng                                                


           Name:  Andrew Y. Ng


           Title:    Director

















TORONTO DOMINION (TEXAS) LLC







 


By:  /s/ Masood Fikree                                                


           Name:  Masood Fikree


           Title:    Authorized Signatory






  





  











  








THE NORTHERN TRUST COMPANY







 


By:  /s/ Sophia E. Love                                                


           Name:  Sophia E. Love


           Title:    Vice President












KEB AUSTRALIA LTD.







 


By:  /s/ Jong Min Jeong                                                           


           Name:  Jong Min Jeong


           Title:    Managing Director

















TAIWAN COOPERATIVE BANK, LTD.







 


By:  /s/ Wen-Ching Wang                                                           


           Name:  Wen-Ching Wang


           Title:    VP & General Manager

















BANK OF TAIWAN, OFFSHORE BANKING BRANCH







 


By:  /s/ Li-Fen Jane                                                


           Name:  Li-Fen Jane


           Title:    SVP & General Manager












THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. OFFSHORE BANKING BRANCH












By:  /s/ Wen-Chen Chang                                                           


           Name:  Wen-Chen Chang


           Title:    Deputy Executive Vice President







By:  /s/ Kevin Shiao                                                


           Name:  Kevin Shiao


           Title:    Senior Vice President











  





  











  









	
  

	
SCHEDULE 1












DROPPING TRANCHE A BANKS







1. Taiwan Cooperative Bank, Ltd.


2. Bank of Taiwan, Offshore Banking Branch


3. The Shanghai Commercial & Savings Bank, Ltd. Offshore Banking Branch
















  





  











  








SCHEDULE 2







UPSIZING TRANCHE A BANKS








	
Bank

	 	
Tranche A Commitments immediately after the effectiveness of this Amendment

	 	 	
Tranche A Loans immediately after the effectiveness of this Amendment

	 
	
Citibank, N.A., Sydney Branch

	 	$	A141,250,000	 	 	$	A141,250,000	 
	
Westpac Banking Corporation

	 	$	A197,250,000	 	 	$	A197,250,000	 
	
Commonwealth Bank of Australia

	 	$	A141,250,000	 	 	$	A141,250,000	 
	
National Australia Bank Limited

	 	$	A141,250,000	 	 	$	A141,250,000