AMENDMENT NO. 1 TO THE SELLING AGENT AGREEMENT
AMENDMENT NO. 1 TO THE SELLING AGENT AGREEMENT
AMENDMENT NO. 1, dated as of November 23, 2009, by and among American Express Credit Corporation, a Delaware Corporation (the “Company”), Banc of America Securities LLC, Incapital LLC, Citigroup Global Markets Inc., Fidelity Capital Markets, a division of National Financial Services LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated, RBC Capital Markets Corporation, UBS Securities LLC and Xxxxx Fargo Advisors, LLC (each an “Agent” and together, the “Agents”) pursuant to the Selling Agent Agreement, dated as of June 16, 2009 (the “SAA”)
W I T N E S S E T H:
WHEREAS, the Company has appointed each of the Agents as agents of the Company for the purpose of soliciting offers from time to time to purchase the Company’s InterNotes®, due nine months or more from the date of issue (the “Notes”) pursuant to, and subject to the terms and conditions contained in, the SAA; and
WHEREAS, pursuant to, and subject to the terms and conditions contained in, the SAA, each Agent has agreed to use its reasonable best efforts to solicit offers to purchase Notes; and
WHEREAS, the parties wish to amend the SAA as set forth herein.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definition of “Prospectus”. The definition of “Prospectus” that appears in the twelfth through the fourteenth lines of Section I of the SAA is amended and restated as follows:
“; the Base Prospectus, as supplemented by the prospectus supplement dated November 23, 2009 relating to the Notes, as the same may be amended, restated or supplemented in accordance with the terms hereof, is hereinafter called the “Prospectus”;
2. Date of Letter of Representations. The phrase “Letter of Representations from the Company and the Trustee to DTC, dated June 16, 2009” that appears in the sixth paragraph of Exhibit B of the SAA is amended and restated as follows:
“Letter of Representations from the Company and the Trustee to DTC, dated November 23, 2009”;
3. References to Prospectus Supplement in Form of Pricing Supplement. All references to “Prospectus Supplement dated June 16, 2009” that appear in Exhibit D to the SAA are amended and restated as follows:
“Prospectus Supplement dated November 23, 2009”.
InterNotes® is a registered servicemark of Incapital Holdings LLC
If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between the Company and you.
Very truly yours, | |||
AMERICAN EXPRESS CREDIT | |||
CORPORATION | |||
By: | /s/ Xxxxxxxxxxx Xxxxxxxxx | ||
Name: Xxxxxxxxxxx Xxxxxxxxx | |||
Title: President |
Confirmed and accepted
as of the date first above written:
BANC OF AMERICA SECURITIES LLC | |
By: | /s/ Xxxxxx Xxxxxxxx |
Name: Xxxxxx Xxxxxxxx | |
Title: Managing Director |
2
CITIGROUP GLOBAL MARKETS INC. | |||
By: | /s/ Xxxx X. XxXxxxxxx, Xx | ||
Name: Xxxx X. XxXxxxxxx, Xx | |||
Title: Managing Director |
3
FIDELITY CAPITAL MARKETS, A | |||
DIVISION OF NATIONAL | |||
FINANCIAL SERVICES LLC | |||
By: | /s/ Xxxx Xxxx | ||
Name: Xxxx Xxxx | |||
Title: Senior VP |
4
INCAPITAL LLC | |||
By: | /s/ Xxxxxx Xxxxx | ||
Name: Xxxxxx Xxxxx | |||
Title: Secretary |
5
XXXXXXX LYNCH, PIERCE, XXXXXX & | |||
XXXXX INCORPORATED | |||
By: | /s/ Xxxxxx X. Xxxxxxxxx | ||
Name: Xxxxxx X. Xxxxxxxxx | |||
Title: Managing Director |
6
XXXXXX XXXXXXX & CO. INCORPORATED |
|||
By: | /s/ Yurij Slyz | ||
Name: Yurij Slyz | |||
Title: Vice President |
7
RBC CAPITAL MARKETS | |||
CORPORATION | |||
By: | /s/ Xxxx Xxxx | ||
Name: Xxxx Xxxx | |||
Title: Director Fixed Income |
8
UBS SECURITIES LLC | |||
By: | /s/ Xxx Xxxxxx | ||
Name: Xxx Xxxxxx | |||
Title: Executive Director | |||
UBS SECURITIES LLC | |||
By: | /s/ Xxxxxx X. XxXxxx | ||
Name: Xxxxxx X. XxXxxx | |||
Title: Managing Director |
9
XXXXX FARGO ADVISORS, LLC | |||
By: | /s/ Xxxxxxx Xxxxx | ||
Name: Xxxxxxx Xxxxx | |||
Title: Senior Vice President |
10