Amendment

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					                                             Amendment

This document (“Amendment”), effective as of the Effective Date specified below,
amends the agreement or agreements, (each, an “Agreement” and collectively, the
“Agreements”) between American Express Travel Related Services Company, Inc.
(“American Express”) and ____________________________ (“Company”) pursuant to
which American Express has issued American Express® Corporate Cards and/or other
American Express billing and payment products (including, without limitation, American
Express® Corporate Purchasing Card accounts, Business Travel Accounts, or Airline
Billing Accounts) to Company and/or Company’s employees, as the case may be. For
purposes of this Amendment, American Express Corporate Card accounts and any other
American Express billing or payment products are referred to herein in the singular as an
“Account” and collectively as the “Accounts.” American Express and Company hereby
agree that the Agreements are modified and amended as follows:

              1)   At Company’s sole expense, Company shall provide to American Express an
                   Irrevocable Standby Letter of Credit (the “Letter of Credit”) in the form
                   attached hereto as Exhibit A drawn by a bank (“Bank”) with a place of
                   business in the United States, with a rating of BBB+ or better and acceptable
                   to American Express. In the event that Bank’s rating at any time prior to the
                   expiration of the Letter of Credit falls below BBB+, Company shall promptly
                   provide to American Express a replacement Letter of Credit drawn on a bank
                   with a rating not less than BBB+ and acceptable to American Express.

              2)   American Express may draw down on the Letter of Credit upon the
                   occurrence of any of the following events (each, a “Trigger Event”): 1) any
                   amount outstanding on any Account becomes 45 days or more past due; 2)
                   the liquidation or dissolution of Company or the cessation of all or a
                   substantial part of Company’s business; 3) the filing of bankruptcy
                   proceedings or similar proceedings with respect to Company’s business; 4)
                   the breach of any terms and conditions of any of the Agreements, as amended
                   herein; or 5) Company’s failure to provide or maintain the Letter of Credit
                   required herein.

              3)   Upon the occurrence of a Trigger Event, American Express may draw on the
                   Letter of Credit for an amount not less than the amount outstanding due
                   American Express (billed or unbilled) on the Accounts.

              4)   Notwithstanding anything to the contrary in the Agreement which governs
                   Company’s participation in the Corporate Card program, Company shall be
                   jointly and severally liable with the applicable Corporate Cardmember for all
                   Charges incurred on Corporate Cards issued under such Agreement.

              5)   Company shall not be eligible to waive its liability for Corporate Cards
                   Charges under the American Express Waiver policy.



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              6)   Company agrees that American Express may provide information regarding
                   any spending limits placed on any Account to Corporate Cardmembers or
                   persons administering the Account on behalf of the Company.

              7)   Notwithstanding anything to the contrary contained herein, American
                   Express may terminate this Amendment effective immediately upon the
                   occurrence of any of the Trigger Events.

All other provisions of the Agreements remain in full force and effect.


                                                       AMERICAN EXPRESS TRAVEL
              [PRINT COMPANY NAME]                     RELATED SERVICES COMPANY, INC

_____________________________                          _____________________________
By                                                     By

_____________________________                          _____________________________
Name                                                   Name

_____________________________                          _____________________________
Title                                                  Title

_____________________________                          _____________________________
Date                                                   (Effective Date)




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                          LETTER HEAD OF ISSUING BANK
                                                   (Required)


Date:_________________
Irrevocable Standby Letter of Credit Number:_________________
Amount: $___________________
Date of Expiration:______________________

Beneficiary:                                                             Applicant: _________________________
American Express Travel Related Services Company, Inc.                             _________________________
20022 North 31st Avenue                                                             _________________________
Phoenix, Arizona 85027                                                             _________________________
Attn:    Ralph Sauceda
         Corporate Services, (623) 492-7102

We hereby establish our Irrevocable Standby Letter of Credit Number ________________________ in your favor
for the account of INSERT COMPANY’S LEGAL NAME for an amount of not more than USD
$_____________________(United States Dollars). Payment of your draft(s) drawn on us will be honored in
accordance with the terms herein upon presentation of your clean draft(s) drawn on us at sight and accompanied
by:

1.    A signed statement from an authorized person of American Express Travel Related Services Company, Inc.
      (herein called AMEX), stating that INSERT COMPANY’s LEGAL NAME defaulted under the Agreement
      between AMEX and INSERT COMPANY’S LEGAL NAME.

2.     A copy of this Letter of Credit Number _____________________.

It is a condition of this Letter of Credit that it shall be automatically renewed on an annual basis from the date
hereof without amendment unless ninety (90) days prior to any such expiration date, we notify you in writing by
certified mail that we elect not to renew this Letter of Credit. However, within ninety (90) days of receipt of such
notice, you may draw up to the amount available under this Letter of Credit by presentation of your sight draft
alone and without presenting the documents referred to in Paragraphs 1 and 2 above.

The draft(s) must indicate the name of the issuing bank and the number and date of this Letter of Credit and must
be presented at this office.

Partial drawing is allowed herein.

If the requisite documents are presented at this office before expiration of this Letter of Credit, we will honor the
draft(s) drawn under and in compliance with the terms of this Letter of Credit upon presentation, and payment will
be effected the same day if presentation is made before lO:OO AM that day. If presentation is made after lO:OO
AM, then payment will be effected before the close of business of the following day.

If a demand for payment made by you hereunder does not, in any instance, conform to the terms and conditions of
this Letter of Credit, we shall give you prompt notice thereof stating the specific reasons therefore and that we are
holding any documents at your disposal. Upon being notified that the proposed negotiation was not effected in
accordance with this Letter of Credit, you may attempt to correct any such non-conforming demand-of payment.

Except as otherwise expressly stated herein, this Letter of Credit is subject to the Uniform Customs Practices for
Documentary Credits (UCP), the International Chamber of Commerce. This Letter of Credit shall be deemed to be
made under the laws of the State of New York, including Article 5 of the Uniform Commercial Code, and shall, as



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to matters not governed by the UCP, construed in accordance with the laws of the State of New York without
regard to conflict of laws principles.


Authorized Signature: _______________________________




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