REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Issuing Entity in respect of the Certificates)
AMERICAN EXPRESS | AMERICAN EXPRESS | AMERICAN EXPRESS | ||
RECEIVABLES FINANCING | RECEIVABLES FINANCING | RECEIVABLES FINANCING | ||
CORPORATION II | CORPORATION III LLC | CORPORATION IV LLC |
(Exact Names of Registrants as Specified in Their Respective Charters)
Delaware | Delaware | Delaware | ||
(State or Other Jurisdiction of | (State or Other Jurisdiction of | (State or Other Jurisdiction of | ||
Organization) | Organization) | Organization) | ||
13-3854638 | 20-0942395 | 20-0942445 | ||
(I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | ||
200 Vesey Street, Room 138 | 4315 South 2700 West, Room 1300 | 4315 South 2700 West, Room 1100 | ||
Mail Stop01-31-12 | Mail Stop 02-01-47 | Mail Stop 02-01-46 | ||
New York, New York 10285 | Salt Lake City, Utah 84184 | Salt Lake City, Utah 84184 | ||
(212) 640-2000 | (801) 945-2550 | (801) 945-2068 |
Executive Vice President and General Counsel
American Express Company
200 Vesey Street
New York, New York 10285
(212) 640-2000
Harold E. Schwartz, Esq. | Alan M. Knoll, Esq. | |
Senior Counsel | Orrick, Herrington & Sutcliffe LLP | |
American Express Company | 666 Fifth Avenue | |
200 Vesey Street | New York, New York 10103 | |
New York, New York 10285 | (212) 506-5000 | |
(212) 640-2000 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed Maximum | |||||||||||
Title of Securities | Amount to be | Aggregate Price Per | Aggregate Offering | Amount of | ||||||||
to be Registered | Registered(a)(b) | Certificate(c) | Price(c) | Registration Fee | ||||||||
Certificates | $1,000,000 | 100% | $1,000,000 | $39.30 | ||||||||
(a) | With respect to any securities issued with original issue discount, the amount to be registered is calculated based on the initial public offering price thereof. | |
(b) | With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered. | |
(c) | Estimated solely for the purpose of calculating the registration fee. |
• | a representative form of prospectus supplement to the base prospectus relating to the offering by American Express Credit Account Master Trust of a series of asset-backed certificates; and | |
• | a form of base prospectus relating to asset-backed certificates of American Express Credit Account Master Trust. |
The information in this prospectus supplement and the accompanying prospectus is not complete and may be amended. We may not sell these securities until the registration statement filed with the SEC is effective and we deliver a final prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus are not an offer to sell nor are they seeking an offer to buy these securities in any jurisdiction where the offer or sale is prohibited. |
American Express Receivables Financing Corporation III LLC
Consider carefully the risk factors beginning on page [ ] in the prospectus. A certificate is not a deposit and neither the certificates nor the underlying accounts or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The certificates will represent interests in the issuing entity only and will not represent interests in or obligations of American Express Company or any of its affiliates. This prospectus supplement may be used to offer and sell the certificates only if accompanied by the prospectus. | The issuing entity will issue — | ||||||
Class A certificates | Class B certificates | ||||||
Principal amount | $[ ] | $[ ] | |||||
Certificate rate | One-Month LIBOR plus [ ]% per year | One-Month LIBOR plus [ ]% per year | |||||
Interest paid | Monthly | Monthly | |||||
First interest payment date | [ ] | [ ] | |||||
Expected final payment date | [ ] | [ ] | |||||
Legal final maturity | [ ] | [ ] | |||||
Price to public | $[ ] ([ ]%) | $[ ] ([ ]%) | |||||
Underwriting discount | $[ ] ([ ]%) | $[ ] ([ ]%) | |||||
Proceeds to transferors | $[ ] ([ ]%) | $[ ] ([ ]%) | |||||
The primary assets of the issuing entity are receivables generated in a portfolio of designated consumer revolving credit accounts or features and, in the future, may include other charge or credit accounts or features or products. | |||||||
Credit Enhancement — | |||||||
The Class B certificates are subordinated to the Class A certificates. Subordination of the Class B certificates provides credit enhancement for the Class A certificates. | |||||||
The issuing entity is also issuing a collateral interest in the amount of $[ ] that is subordinated to the Class A certificates and the Class B certificates. Subordination of the collateral interest provides credit enhancement for both the Class A certificates and the Class B certificates. | |||||||
This prospectus supplement and the accompanying prospectus relate only to the offering of the Class A certificates and the Class B certificates. | |||||||
[A Co.] | [B Co.] | [C Co.] |
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
i
Issuing Entity: | American Express Credit Account Master Trust | |
Depositors and Transferors: | American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC | |
Sponsors and Originators: | American Express Centurion Bank and American Express Bank, FSB | |
Servicer: | American Express Travel Related Services Company, Inc. | |
Trustee: | The Bank of New York Mellon | |
Series Issuance Date: | [ ], 200[ ] | |
Servicing Fee Rate: | 2.00% per year | |
Clearance and Settlement: | DTC/Clearstream/Euroclear | |
Primary Trust Assets: | Receivables generated in a portfolio of designated American Express® credit card and Sign & Travel®/Extended Payment Option revolving credit accounts or features* | |
Group: | Group II | |
Principal Sharing Series: | Yes | |
Excess Allocation Series: | Yes |
Class A | Class B | |||
Principal Amount: | $[ ] | $[ ] | ||
Percentage of Series:** | [ ]% | [ ]% | ||
Anticipated Ratings:*** (Moody’s/Standard & Poor’s) | Aaa/AAA | A2/A | ||
Credit Enhancement: | Subordination of Class B and collateral interest | Subordination of collateral interest | ||
Certificate Rate: | One-month LIBOR plus [ ]% per year | One-month LIBOR plus [ ]% per year | ||
Interest Accrual Method: | Actual/360 | Actual/360 | ||
Distribution Dates: | Monthly (15th) | Monthly (15th) | ||
LIBOR Determination Date: | Two London business days before the related interest period | Two London business days before the related interest period | ||
First Distribution Date: | [ ] | [ ] | ||
Approximate end of Revolving Period and commencement of Accumulation Period (subject to adjustment): | [ ] | [ ] | ||
Expected Final Payment Date: | [ ] | [ ] | ||
Legal Final Maturity: | [ ] | [ ] | ||
ERISA eligibility (investors are cautioned to consult with their counsel): | Yes, subject to important considerations described under“ERISA Considerations” in this prospectus supplement and the accompanying prospectus | No, subject to important considerations described under“ERISA Considerations” in this prospectus supplement and the accompanying prospectus | ||
Debt for United States Federal Income Tax Purposes (investors are cautioned to consult with their counsel): | Yes, subject to important considerations described under“Tax Matters” in the accompanying prospectus | Yes, subject to important considerations described under“Tax Matters” in the accompanying prospectus |
* | American Express® and Sign & Travel® are federally registered servicemarks of American Express Company and its affiliates. | |
** | The percentage of Series 200[ ]-[ ] comprised by the collateral interest is [ ]%. | |
*** | It is a condition to issuance of the Series 200[ ]-[ ] certificates that these ratings be obtained. |
ii
Page | ||||
Summary of Series Terms | S-1 | |||
Introduction | S-13 | |||
Maturity Considerations | S-13 | |||
The Trust Portfolio | S-16 | |||
General | S-16 | |||
Loss and Delinquency Experience | S-16 | |||
Revenue Experience | S-18 | |||
Principal Payment Rates | S-19 | |||
The Receivables | S-20 | |||
Static Pool Information | S-22 | |||
Series Provisions | S-23 | |||
Interest Payments | S-23 | |||
Principal Payments | S-24 | |||
Subordination of the Class B Certificates and the Collateral Interest | S-26 | |||
Allocation Percentages | S-26 | |||
Principal Funding Account | S-27 | |||
Reserve Account | S-27 | |||
Reallocation of Cash Flows | S-28 | |||
Application of Collections | S-29 | |||
Defaulted Receivables; Investor Charge-Offs | S-32 | |||
Paired Series | S-33 | |||
Pay-Out Events | S-34 | |||
Servicing Compensation and Payment of Expenses | S-35 | |||
Optional Repurchase | S-36 | |||
Series Termination | S-36 | |||
Reports | S-36 | |||
ERISA Considerations | S-37 | |||
Class A Certificates | S-37 | |||
Class B Certificates | S-37 | |||
The Department of Labor Authorization | S-38 | |||
Consultation With Counsel | S-38 | |||
Underwriting | S-39 | |||
Glossary of Defined Terms | S-41 | |||
Annex I | A-I-1 | |||
Annex II | A-II-1 |
iii
S-1
Principal amount at end of prior month | × | Number of days in interest period | × | Rate for interest period | ||||
360 |
S-2
S-3
• | Total receivables in the trust: $[ ] |
• | Principal receivables in the trust: $[ ] | |
• | Finance charge receivables in the trust: $[ ] | |
• | Accounts designated to the trust: [ ] | |
• | Account billing addresses: generally all 50 states plus the District of Columbia and Puerto Rico |
S-4
* | American Express Receivables Financing Corporation II does not currently transfer any receivables to the issuing entity, but may resume such transfers in the future. |
S-5
• | your series, based on the size of its invested amount at that time (which is initially $[ ], but may be reduced); and | |
• | other outstanding series, based on the sizes of their respective invested amounts at that time. |
• | your series, based on the size of its invested amount; and | |
• | the holders of the transferor certificates, which will receive the remainder of these finance charge collections, principal collections and the defaulted amount. |
S-6
• | the Class A certificates, based on the Class A invested amount (which is initially $[ ], but may be reduced); | |
• | the Class B certificates, based on the Class B invested amount (which is initially $[ ], but may be reduced); and | |
• | the collateral interest, based on the collateral invested amount (which is initially $[ ], but may be reduced). |
S-7
S-8
S-9
• | Fees and expenses payable from collections of finance charge receivables | |
• | 2.0% of invested amount paid to the servicer as described below. |
• | 2.00% per year; and | |
• | the invested amount for the related monthly period. |
S-10
S-11
Moody’s: | Aaa | |||
Standard & Poor’s: | AAA |
Moody’s: | A2 | |||
Standard & Poor’s: | A |
S-12
S-13
S-14
S-15
S-16
(Dollars in Thousands)
[ ] Months Ended | Year Ended December 31, | |||||||||||||||||||||||
[ ], 200[ ] | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Average Principal Receivables Outstanding | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Total Gross Charge-Offs | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Total Recoveries | ||||||||||||||||||||||||
Total Net Charge-Offs | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Total Gross Charge-Offs as a Percentage of Average Principal Receivables Outstanding | %(1) | % | % | % | % | % | ||||||||||||||||||
Total Recoveries as a Percentage of Average Principal Receivables Outstanding | (1) | |||||||||||||||||||||||
Total Net Charge-Offs as a Percentage of Average Principal Receivables Outstanding | %(1) | % | % | % | % | % | ||||||||||||||||||
Number of Accounts Experiencing a Loss | ||||||||||||||||||||||||
Number of Accounts Experiencing a Recovery(2) | ||||||||||||||||||||||||
Average Net Loss per Account Experiencing a Loss(3) | $ | $ | $ | $ | $ | $ |
(1) | This percentage is an annualized figure. | |
(2) | Calculated by totaling the number of accounts experiencing a recovery in each of the months during the indicated period. Therefore, an account that has experienced a recovery in multiple months during the indicated period will be counted more than once. | |
(3) | Calculated as Net Charge-Offs divided by Number of Accounts Experiencing a Loss. |
S-17
(Dollars in Thousands)
[ ] Months Ended | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
[ ], 200[ ] | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of | Percentage of | Percentage of | Percentage of | Percentage of | Percentage of | |||||||||||||||||||||||||||||||||||||||||||
Average | Average | Average | Average | Average | Average | |||||||||||||||||||||||||||||||||||||||||||
Dollar | Receivables | Dollar | Receivables | Dollar | Receivables | Dollar | Receivables | Dollar | Receivables | Dollar | Receivables | |||||||||||||||||||||||||||||||||||||
Amount | Outstanding | Amount | Outstanding | Amount | Outstanding | Amount | Outstanding | Amount | Outstanding | Amount | Outstanding | |||||||||||||||||||||||||||||||||||||
Average Receivables Outstanding | $ | % | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||
Average Receivables Delinquent: | ||||||||||||||||||||||||||||||||||||||||||||||||
31 to 60 Days | $ | % | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||
61 to 90 Days | ||||||||||||||||||||||||||||||||||||||||||||||||
91 to 120 Days | ||||||||||||||||||||||||||||||||||||||||||||||||
121 to 150 Days | ||||||||||||||||||||||||||||||||||||||||||||||||
151 Days or More | ||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | % | $ | % | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||
[ ] Months Ended | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
[ ], 200[ ] | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of | Percentage of | Percentage of | Percentage of | Percentage of | Percentage of | |||||||||||||||||||||||||||||||||||||||||||
Number of | Total Number | Number of | Total Number | Number of | Total Number | Number of | Total Number | Number of | Total Number | Number of | Total Number | |||||||||||||||||||||||||||||||||||||
Accounts | of Accounts | Accounts | of Accounts | Accounts | of Accounts | Accounts | of Accounts | Accounts | of Accounts | Accounts | of Accounts | |||||||||||||||||||||||||||||||||||||
Average Number of Accounts Outstanding | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
Average Number of Accounts Delinquent: | ||||||||||||||||||||||||||||||||||||||||||||||||
31 to 60 Days | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
61 to 90 Days | ||||||||||||||||||||||||||||||||||||||||||||||||
91 to 120 Days | ||||||||||||||||||||||||||||||||||||||||||||||||
121 to 150 Days | ||||||||||||||||||||||||||||||||||||||||||||||||
151 Days or More | ||||||||||||||||||||||||||||||||||||||||||||||||
Total | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
S-18
(Dollars in Thousands)
[ ] Months Ended | Year Ended December 31, | |||||||||||||||||||||||
[ ], 200[ ] | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Average Principal Receivables Outstanding | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Total Finance Charge and Fee Collections | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Total Finance Charge and Fee Collections as a Percentage of Average Principal Receivables Outstanding | %(1) | % | % | % | % | % |
(1) | This percentage is an annualized figure. |
[ ] Months Ended | Year Ended December 31, | |||||||||||||||||||||||||||
[ ], 200[ ] | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||||||
Lowest Month | % | % | % | % | % | % | ||||||||||||||||||||||
Highest Month | % | % | % | % | % | % | ||||||||||||||||||||||
Monthly Average | % | % | % | % | % | % |
S-19
Trust Portfolio
Percentage | Percentage | |||||||||||||||
of Total | of Total | |||||||||||||||
Number of | Number of | Receivables | Receivables | |||||||||||||
Account Balance Range | Accounts | Accounts | Outstanding | Outstanding | ||||||||||||
Credit Balance | % | $ | % | |||||||||||||
Zero Balance | ||||||||||||||||
$0.01 to $1,000 | ||||||||||||||||
$1,000.01 to $5,000 | ||||||||||||||||
$5,000.01 to $10,000 | ||||||||||||||||
$10,000.01 or More | ||||||||||||||||
Total | % | $ | % | |||||||||||||
Trust Portfolio
Percentage | Percentage | |||||||||||||||
of Total | of Total | |||||||||||||||
Number of | Number of | Receivables | Receivables | |||||||||||||
Credit Limit Range | Accounts | Accounts | Outstanding | Outstanding | ||||||||||||
Less than $1,000.99(1) | % | $ | % | |||||||||||||
$1,001 to $5,000.99 | ||||||||||||||||
$5,001 to $10,000.99 | ||||||||||||||||
$10,001 to $15,000.99 | ||||||||||||||||
$15,001 to $20,000.99 | ||||||||||||||||
$20,001 to $25,000.99 | ||||||||||||||||
$25,001 or More(2) | ||||||||||||||||
Total (Credit Card) | % | $ | % | |||||||||||||
No Pre-Set Spending Limit (Sign & Travel Accounts) | ||||||||||||||||
Grand Total | % | $ | % | |||||||||||||
(1) | As of May 2008, accounts which have been cancelled, and with respect to which credit privileges have been revoked, are included in the “Less than $1,000.99” credit limit range. Prior to May 2008, a cancelled account was included in the credit limit range applicable to such account prior to its cancellation. | |
(2) | The maximum credit limit generally is $100,000. |
S-20
Trust Portfolio
Percentage | Percentage | |||||||||||||||
of Total | of Total | |||||||||||||||
Period of Delinquency | Number of | Number of | Receivables | Receivables | ||||||||||||
(Days Contractually Delinquent) | Accounts | Accounts | Outstanding | Outstanding | ||||||||||||
Current to 30 days | % | $ | % | |||||||||||||
31 to 60 Days | ||||||||||||||||
61 to 90 Days | ||||||||||||||||
91 Days to 120 Days | ||||||||||||||||
121 Days to 150 Days | ||||||||||||||||
151 Days or More | ||||||||||||||||
Total | ||||||||||||||||
Trust Portfolio
Percentage | Percentage | |||||||||||||||
of Total | of Total | |||||||||||||||
Number of | Number of | Receivables | Receivables | |||||||||||||
Account Age | Accounts | Accounts | Outstanding | Outstanding | ||||||||||||
Not More than 11 Months | % | $ | % | |||||||||||||
12 Months to 17 Months | ||||||||||||||||
18 Months to 23 Months | ||||||||||||||||
24 Months to 35 Months | ||||||||||||||||
36 Months to 47 Months | ||||||||||||||||
48 Months to 59 Months | ||||||||||||||||
60 Months to 71 Months | ||||||||||||||||
72 Months or More | ||||||||||||||||
Total | % | $ | % | |||||||||||||
Trust Portfolio
Trust Portfolio
S-21
Trust Portfolio
Percentage of Total | ||||||||
Receivables | Receivables | |||||||
FICO Score Range | Outstanding | Outstanding | ||||||
Less than 560 | $ | % | ||||||
560 - 659 | ||||||||
660- 699 | ||||||||
700- 759 | ||||||||
760 and above | ||||||||
Refreshed FICO Unavailable | ||||||||
Total | $ | % | ||||||
(1) | Standardized Credit Score defined as the FICO score in the most recent Monthly Period. |
S-22
S-23
S-24
S-25
S-26
S-27
• | Excess Spread and Excess Finance Charge Collections allocated to Series 200[ ]-[ ] and available for such purpose will be used to fund the Class A Required Amount for the related Distribution Date; | |
• | if such Excess Spread and Excess Finance Charge Collections are insufficient to fund the Class A Required Amount, Reallocated Principal Collections allocable first to the Collateral Interest and then to the Class B certificates will be used to fund the remaining Class A Required Amount; and | |
• | if Reallocated Principal Collections for the related Monthly Period, together with Excess Spread and Excess Finance Charge Collections allocated to Series 200[ ]-[ ], are insufficient to fund the Class A Required Amount for such related Monthly Period, then the Collateral Invested Amount will be reduced by the amount of such excess (but not by more than the Class A Investor Default Amount for such related Distribution Date). |
S-28
• | Excess Spread and Excess Finance Charge Collections allocated to Series 200[ ]-[ ] and not required to pay the Class A Required Amount or reimburse Class A Investor Charge-Offs will be used to fund the Class B Required Amount for the related Distribution Date; | |
• | if such Excess Spread and Excess Finance Charge Collections are insufficient to fund the Class B Required Amount, Reallocated Principal Collections allocable to the Collateral Interest and not required to pay the Class A Required Amount will then be used to fund the remaining Class B Required Amount; and | |
• | if such Reallocated Principal Collections allocable to the Collateral Interest for the related Monthly Period are insufficient to fund the remaining Class B Required Amount, then the Collateral Invested Amount will be reduced by the amount of such insufficiency (but not by more than the Class B Investor Default Amount for such related Distribution Date). |
S-29
• | first, to pay shortfalls in the payment of amounts described in clause (A)(i) under“— Payment of Interest, Fees and Other Items”in this prospectus supplement, | |
• | second, to pay shortfalls in the payment of amounts described in clause (A)(ii) under“— Payment of Interest, Fees and Other Items”in this prospectus supplement, and | |
• | third, to pay shortfalls in the payment of amounts described in clause (A)(iii) under“— Payment of Interest, Fees and Other Items”in this prospectus supplement; |
S-30
S-31
S-32
S-33
S-34
S-35
S-36
S-37
S-38
Aggregate Principal Amount | ||||
Underwriters of the Class A Certificates | of Class A Certificates | |||
[A Co.] | $ | |||
[B Co.] | ||||
[C Co.] | ||||
Total | $ | |||
Aggregate Principal Amount | ||||
Underwriters of the Class B Certificates | of Class B Certificates | |||
[A Co.] | $ | |||
[B Co.] | ||||
[C Co.] | ||||
Total | $ | |||
• | it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000, or the FSMA, with respect to anything done by it in relation to the Series 200[ ]-[ ] certificates in, from or otherwise involving the United Kingdom; and | |
• | it has only and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Series 200[ ]-[ ] certificates in circumstances in which Section 21(1) of the FSMA does not apply to the trust. |
S-39
S-40
• | the numerator of which is equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest (calculated as if the Class B Invested Amount equals the outstanding principal balance of the Class B certificates), the Collateral Minimum Monthly Interest and the Monthly Servicing Fee for the Series 200[ ]-[ ] certificates and for the Collateral Interest for the related Distribution Date, and | |
• | the denominator of which is the Invested Amount as of the last day of the preceding Monthly Period. |
S-41
• | the numerator of which is equal to the Class A Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period (or, with respect to the first Monthly Period, the Class A Initial Invested Amount), and | |
• | the denominator of which is equal to the Adjusted Invested Amount as of the close of business on such day (or, with respect to the first Monthly Period, the Initial Invested Amount). |
• | during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction: |
• | during the Controlled Accumulation Period or the Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction: |
S-42
• | the numerator of which is equal to the Class B Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period (or, with respect to the first Monthly Period, the Class B Initial Invested Amount), and | |
• | the denominator of which is equal to the Adjusted Invested Amount as of the close of business on such day (or, with respect to the first Monthly Period, the Initial Invested Amount). |
S-43
• | during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction: |
• | during the Controlled Accumulation Period or the Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction: |
S-44
• | the numerator of which is equal to the Collateral Invested Amount as of the close of business on the last day of the preceding Monthly Period (or, with respect to the first Monthly Period, the Collateral Initial Invested Amount), and | |
• | the denominator of which is equal to the Adjusted Invested Amount as of the close of business on such day (or, with respect to the first Monthly Period, the Initial Invested Amount). |
S-45
• | during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction: |
• | during the Controlled Accumulation Period or the Early Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction: |
S-46
• | the numerator of which is the Adjusted Invested Amount as of the last day of the preceding Monthly Period (or, with respect to the first Monthly Period, the Initial Invested Amount), and | |
• | the denominator of which is the product of: |
S-47
• | the numerator of which is an amount equal to the sum of the aggregate amount of principal receivables outstanding in the trust attributable to the transferor or the account owner with respect to which an insolvency event has occurred or to the transferor that is unable to transfer receivables to the trust, and | |
• | the denominator of which is an amount equal to the sum of the aggregate amount of principal receivables outstanding in the trust, |
• | the numerator of which is: |
• | the denominator of which is the product of: |
S-48
• | the numerator of which is equal to: |
• | the denominator of which is the Invested Amount as of the last day of the preceding Monthly Period. |
S-49
S-50
Initial Invested Amount | $600,000,000 | |
Class A Initial Invested Amount | $495,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.17% per year | |
Class B Initial Invested Amount | $48,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.45% per year | |
Controlled Accumulation Amount (subject to adjustment) | $45,250,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | July 1, 2008 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $57,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | July 2009 Distribution Date | |
Series Issuance Date | July 17, 2002 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $800,000,000 | |
Class A Initial Invested Amount | $668,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.08% per year | |
Class B Initial Invested Amount | $60,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.25% per year | |
Controlled Accumulation Amount (subject to adjustment) | $60,666,666.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | February 1, 2008 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $72,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | February 2009 Distribution Date | |
Series Issuance Date | March 1, 2004 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-1
Initial Invested Amount | $400,000,000 | |
Class A Initial Invested Amount | $334,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.17% per year | |
Class B Initial Invested Amount | $30,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.37% per year | |
Controlled Accumulation Amount (subject to adjustment) | $30,333,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | May 1, 2013 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $36,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | May 2014 Distribution Date | |
Series Issuance Date | June 2, 2004 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $600,000,000 | |
Class A Initial Invested Amount | $522,000,000 | |
Class A Certificate Rate | 4.35% per year | |
Class B Initial Invested Amount | $30,000,000 | |
Class B Certificate Rate | 4.55% per year | |
Controlled Accumulation Amount (subject to adjustment) | $46,000,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | May 1, 2008 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $48,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | May 2009 Distribution Date | |
Series Issuance Date | June 2, 2004 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group I |
A-I-2
Initial Invested Amount | $1,100,000,000 | |
Class A Initial Invested Amount | $918,500,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.09% per year | |
Class B Initial Invested Amount | $82,500,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.28% per year | |
Controlled Accumulation Amount (subject to adjustment) | $83,416,666.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | August 1, 2008 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $99,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | August 2009 Distribution Date | |
Series Issuance Date | August 17, 2004 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $1,000,000,000 | |
Class A Initial Invested Amount | $835,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.09% per year | |
Class B Initial Invested Amount | $75,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.25% per year | |
Controlled Accumulation Amount (subject to adjustment) | $75,833,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | September 1, 2008 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $90,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | September 2009 Distribution Date | |
Series Issuance Date | September 23, 2004 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-3
Initial Invested Amount | $600,000,000 | |
Class A Initial Invested Amount | $501,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.03% per year | |
Class B Initial Invested Amount | $45,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.12% per year | |
Controlled Accumulation Amount (subject to adjustment) | $45,500,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | March 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $54,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | March 2010 Distribution Date | |
Series Issuance Date | March 24, 2005 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $600,000,000 | |
Class A Initial Invested Amount | $501,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.10% per year | |
Class B Initial Invested Amount | $45,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.28% per year | |
Controlled Accumulation Amount (subject to adjustment) | $45,500,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | March 1, 2014 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $54,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | March 2015 Distribution Date | |
Series Issuance Date | March 24, 2005 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-4
Initial Invested Amount | $500,000,000 | |
Class A Initial Invested Amount | $417,500,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.07% per year | |
Class B Initial Invested Amount | $37,500,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.25% per year | |
Controlled Accumulation Amount (subject to adjustment) | $37,916,666.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | June 1, 2011 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $45,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | June 2012 Distribution Date | |
Series Issuance Date | June 17, 2005 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $1,100,000,000 | |
Class A Initial Invested Amount | $918,500,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.04% per year | |
Class B Initial Invested Amount | $82,500,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.18% per year | |
Controlled Accumulation Amount (subject to adjustment) | $83,416,666.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | July 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $99,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | July 2010 Distribution Date | |
Series Issuance Date | July 21, 2005 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-5
Initial Invested Amount | $700,000,000 | |
Class A Initial Invested Amount | $584,500,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.07% per year | |
Class B Initial Invested Amount | $52,500,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.27% per year | |
Controlled Accumulation Amount (subject to adjustment) | $53,083,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | August 1, 2011 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $63,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | August 2012 Distribution Date | |
Series Issuance Date | August 18, 2005 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $500,000,000 | |
Class A Initial Invested Amount | $417,500,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.03% per year | |
Class B Initial Invested Amount | $37,500,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.17% per year | |
Controlled Accumulation Amount (subject to adjustment) | $37,916,666.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | November 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $45,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | November 2010 Distribution Date | |
Series Issuance Date | November 22, 2005 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-6
Initial Invested Amount | $700,000,000 | |
Class A Initial Invested Amount | $584,500,000 | |
Class A Certificate Rate | Floating Rate | |
Class B Initial Invested Amount | $52,500,000 | |
Class B Certificate Rate | Floating Rate | |
Controlled Accumulation Amount (subject to adjustment) | $53,083,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | January 1, 2008 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $63,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | January 2009 Distribution Date | |
Series Issuance Date | February 15, 2006 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $700,000,000 | |
Class A Initial Invested Amount | $584,500,000 | |
Class A Certificate Rate | Floating Rate | |
Class B Initial Invested Amount | $52,500,000 | |
Class B Certificate Rate | Floating Rate | |
Controlled Accumulation Amount (subject to adjustment) | $53,083,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | January 1, 2010 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $63,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | January 2011 Distribution Date | |
Series Issuance Date | February 15, 2006 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-7
Initial Invested Amount | $1,000,000,000 | |
Class A Initial Invested Amount | $835,000,000 | |
Class A Certificate Rate | One-Month LIBOR plus 0.03% per year | |
Class B Initial Invested Amount | $75,000,000 | |
Class B Certificate Rate | One-Month LIBOR plus 0.14% per year | |
Controlled Accumulation Amount (subject to adjustment) | $75,833,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | May 1, 2010 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $90,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | May 2011 Distribution Date | |
Series Issuance Date | June 14, 2006 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $500,000,000 | |
Class A Initial Invested Amount | $437,500,000 | |
Class A Certificate Rate | 5.35% per year | |
Class B Initial Invested Amount | $27,500,000 | |
Class B Certificate Rate | 5.55% per year | |
Controlled Accumulation Amount (subject to adjustment) | $38,750,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | June 1, 2010 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $35,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | June 2011 Distribution Date | |
Series Issuance Date | June 14, 2006 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group I |
A-I-8
Initial Invested Amount | $600,000,000 | |
Class A Initial Invested Amount | $501,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.02% per year | |
Class B Initial Invested Amount | $45,000,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.12% per year | |
Controlled Accumulation Amount (subject to adjustment) | $45,500,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | August 1, 2010 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $54,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | August 2011 Distribution Date | |
Series Issuance Date | August 15, 2006 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $500,000,000 | |
Class A Initial Invested Amount | $440,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.02% per year | |
Class B Initial Invested Amount | $27,500,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.11% per year | |
Controlled Accumulation Amount (subject to adjustment) | $38,958,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | February 1, 2011 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $32,500,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | February 2012 Distribution Date | |
Series Issuance Date | February 14, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-9
Initial Invested Amount | $500,000,000 | |
Class A Initial Invested Amount | $440,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.05% per year | |
Class B Initial Invested Amount | $27,500,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.18% per year | |
Controlled Accumulation Amount (subject to adjustment) | $38,958,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | February 1, 2013 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $32,500,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | February 2014 Distribution Date | |
Series Issuance Date | February 14, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $600,000,000 | |
Class A Initial Invested Amount | $528,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.00% per year | |
Class B Initial Invested Amount | $33,000,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.09% per year | |
Controlled Accumulation Amount (subject to adjustment) | $46,750,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | March 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $39,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | March 2010 Distribution Date | |
Series Issuance Date | March 21, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-10
Initial Invested Amount | $800,000,000 | |
Class A Initial Invested Amount | $704,000,000 | |
Class A Certificate Rate | One-month LIBOR minus 0.01% per year | |
Class B Initial Invested Amount | $44,000,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.09% per year | |
Controlled Accumulation Amount (subject to adjustment) | $62,333,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | May 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $52,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | May 2010 Distribution Date | |
Series Issuance Date | May 17, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $500,000,000 | |
Class A Initial Invested Amount | $440,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.03% per year | |
Class B Initial Invested Amount | $27,500,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.15% per year | |
Controlled Accumulation Amount (subject to adjustment) | $38,958,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | May 1, 2011 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $32,500,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | May 2012 Distribution Date | |
Series Issuance Date | May 17, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-11
Initial Invested Amount | $1,000,000,000 | |
Class A Initial Invested Amount | $880,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.00% per year | |
Class B Initial Invested Amount | $55,000,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.10% per year | |
Controlled Accumulation Amount (subject to adjustment) | $77,916,666.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | June 1, 2009 | |
Annual Servicing Fee Percentage | 2.0%per year | |
Collateral Initial Invested Amount | $65,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | June 2010 Distribution Date | |
Series Issuance Date | July 24, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $900,000,000 | |
Class A Initial Invested Amount | $792,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.04% per year | |
Class B Initial Invested Amount | $49,500,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.17% per year | |
Controlled Accumulation Amount (subject to adjustment) | $70,125,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | July 1, 2011 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $58,500,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | .July 2012 Distribution Date | |
Series Issuance Date | July 24, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-12
Initial Invested Amount | $1,200,000,000 | |
Class A Initial Invested Amount | $1,056,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.30% per year | |
Class B Initial Invested Amount | $66,000,000 | |
Class B Certificate Rate | One-month LIBOR plus 0.70% per year | |
Controlled Accumulation Amount (subject to adjustment) | $93,500,000 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | October 1, 2011 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $78,000,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | October 2012 Distribution Date | |
Series Issuance Date | October 15, 2007 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $2,875,000,000 | |
Class A Initial Invested Amount | $2,530,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.45% per year | |
Class B Initial Invested Amount | $158,125,000 | |
Class B Certificate Rate | One-month LIBOR plus 1.35% per year | |
Controlled Accumulation Amount (subject to adjustment) | $224,010,416.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | January 1, 2010 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $186,875,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | January 2011 Distribution Date | |
Series Issuance Date | January 24, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-13
Initial Invested Amount | $1,363,638,000 | |
Class A Initial Invested Amount | $1,200,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 1.26% per year | |
Class B Initial Invested Amount | $75,001,000 | |
Class B Certificate Rate | One-month LIBOR plus 3.75% per year | |
Controlled Accumulation Amount (subject to adjustment) | $106,250,083.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | February 1, 2017 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $88,637,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | February 2018 Distribution Date | |
Series Issuance Date | February 22, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $1,704,547,000 | |
Class A Initial Invested Amount | $1,500,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.95% per year | |
Class B Initial Invested Amount | $93,751,000 | |
Class B Certificate Rate | One-month LIBOR plus 3.50% per year | |
Controlled Accumulation Amount (subject to adjustment) | $132,812,583.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | January 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $110,796,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | January 2010 Distribution Date | |
Series Issuance Date | April 17, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-14
Initial Invested Amount | $607,956,000 | |
Class A Initial Invested Amount | $535,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 1.40% per year | |
Class B Initial Invested Amount | $33,438,000 | |
Class B Certificate Rate | One-month LIBOR plus 4.25% per year | |
Controlled Accumulation Amount (subject to adjustment) | $47,369,833.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | April 1, 2013 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $39,518,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | April 2014 Distribution Date | |
Series Issuance Date | April 17, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $909,091,000 | |
Class A Initial Invested Amount | $800,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 0.80% per year | |
Class B Initial Invested Amount | $50,000,000 | |
Class B Certificate Rate | One-month LIBOR plus 2.15% per year | |
Controlled Accumulation Amount (subject to adjustment) | $70,833,333.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | August 1, 2012 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $59,091,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | August 2013 Distribution Date | |
Series Issuance Date | June 12, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-15
Initial Invested Amount | $1,534,091,000 | |
Class A Initial Invested Amount | $1,350,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 1.20% per year | |
Class B Initial Invested Amount | $84,375,000 | |
Class B Certificate Rate | One-month LIBOR plus 3.00% per year | |
Controlled Accumulation Amount (subject to adjustment) | $119,531,250 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | July 1, 2014 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $99,716,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | July 2015 Distribution Date | |
Series Issuance Date | June 24, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $596,592,000 | |
Class A Initial Invested Amount | $525,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 1.30% per year | |
Class B Initial Invested Amount | $32,813,000 | |
Class B Certificate Rate | One-month LIBOR plus 3.25% per year | |
Controlled Accumulation Amount (subject to adjustment) | $46,484,416.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | August 1, 2012 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $38,779,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | August 2013 Distribution Date | |
Series Issuance Date | August 15, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-16
Initial Invested Amount | $738,637,000 | |
Class A Initial Invested Amount | $650,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 1.10% per year | |
Class B Initial Invested Amount | $40,625,000 | |
Class B Certificate Rate | One-month LIBOR plus 3.25% per year | |
Controlled Accumulation Amount (subject to adjustment) | $57,552,083.34 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | September 1, 2009 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $48,012,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | September 2010 Distribution Date | |
Series Issuance Date | September 18, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
Initial Invested Amount | $625,000,000 | |
Class A Initial Invested Amount | $550,000,000 | |
Class A Certificate Rate | One-month LIBOR plus 1.60% per year | |
Class B Initial Invested Amount | $34,375,000 | |
Class B Certificate Rate | One-month LIBOR plus 4.00% per year | |
Controlled Accumulation Amount (subject to adjustment) | $48,697,916.67 | |
Approximate Commencement of Controlled Accumulation Period (subject to adjustment) | September 1, 2012 | |
Annual Servicing Fee Percentage | 2.0% per year | |
Collateral Initial Invested Amount | $40,625,000 | |
Enhancement for the Class A and Class B Certificates | Collateral Invested Amount | |
Other enhancement for the Class A Certificates | Subordination of the Class B Certificates | |
Expected Final Payment Date | September 2013 Distribution Date | |
Series Issuance Date | September 18, 2008 | |
Principal Sharing Series | Yes | |
Excess Allocation Series | Yes | |
Group | Group II |
A-I-17
A-II-1
0-12 | 13-24 | 25-36 | 37-48 | 49-60 | >=61 | |||||||||||||||||||
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A-II-2
0-12 | 13-24 | 25-36 | 37-48 | 49-60 | >=61 | |||||||||||||||||||
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A-II-3
0-12 | 13-24 | 25-36 | 37-48 | 49-60 | >=61 | |||||||||||||||||||
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A-II-4
0-12 | 13-24 | 25-36 | 37-48 | 49-60 | >=61 | |||||||||||||||||||
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A-II-5
0-12 | 13-24 | 25-36 | 37-48 | 49-60 | >=61 | |||||||||||||||||||
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2001 Origination | % | % | % | % | % | % |
A-II-6
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and is not seeking an offer to buy these securities in any jurisdiction where the offer and sale is not permitted. |
Prospectus American Express Credit Account Master Trust Issuing Entity |
Consider carefully the risk factors beginning on page [_] in this prospectus. A certificate is not a deposit and neither the certificates nor the underlying accounts or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The certificates will represent interests in the issuing entity only and will not represent interests in or obligations of American Express Company or any of its affiliates. This prospectus may be used to offer and sell any series of certificates only if accompanied by the prospectus supplement for that series. | The issuing entity — • may periodically issue asset backed certificates in one or more series with one or more classes; and • will own — • receivables in a portfolio of consumer charge or revolving credit accounts; • payments due on those receivables; and • other property described in this prospectus and in the accompanying prospectus supplement. The certificates — • will represent interests in the issuing entity and will be paid only from the trust assets; • offered with this prospectus will be rated in one of the four highest rating categories by at least one nationally recognized rating organization; • may have one or more forms of enhancement; and • will be issued as part of a designated series which may include one or more classes of certificates and enhancement. The certificateholders — • will receive interest and principal payments from a varying percentage of credit card account collections. | ||
Prospectus and the Accompanying Prospectus Supplement
• | the timing of interest and principal payments; | |
• | information about the receivables; | |
• | information about credit enhancement, if any, for each class; | |
• | the ratings for each class; and | |
• | the method for selling the certificates. |
i
Page | ||||
Prospectus Summary | 1 | |||
Risk Factors | 7 | |||
Use of Proceeds | 16 | |||
The Issuing Entity | 16 | |||
Centurion’s and FSB’s Revolving Credit Businesses | 17 | |||
General | 17 | |||
Underwriting and Authorization Procedures | 18 | |||
Billing and Payments | 19 | |||
Collection Efforts | 20 | |||
Issuer Rate Fees | 20 | |||
RFC II, RFC III, RFC IV, Centurion, FSB and TRS | 21 | |||
RFC II | 21 | |||
RFC III | 21 | |||
RFC IV | 22 | |||
Centurion | 22 | |||
FSB | 23 | |||
TRS | 23 | |||
Recent Developments | 23 | |||
Merger or Consolidation of a Transferor or the Servicer | 24 | |||
Assumption of a Transferor’s Obligations | 24 | |||
The Accounts | 25 | |||
Description of the Certificates | 26 | |||
General | 26 | |||
Book-Entry Registration | 26 | |||
Definitive Certificates | 30 | |||
Interest | 30 | |||
Principal | 31 | |||
Pay-Out Events and Reinvestment Events | 32 | |||
Servicing Compensation and Payment of Expenses | 34 | |||
The Pooling and Servicing Agreement Generally | 34 | |||
Conveyance of Receivables | 34 | |||
Representations and Warranties | 34 | |||
The Transferor Certificates; Additional Transferors | 36 | |||
Additions of Accounts or Participation Interests | 37 | |||
Removal of Accounts | 38 | |||
Discount Option | 38 | |||
Premium Option | 39 | |||
Indemnification | 40 | |||
Collection and Other Servicing Procedures | 40 | |||
Outsourcing of Servicing | 41 | |||
New Issuances | 42 | |||
Collection Account | 43 | |||
Deposits in Collection Account | 44 |
ii
Page | ||||
Allocations | 45 | |||
Groups of Series | 45 | |||
Reallocations Among Different Series Within a Reallocation Group | 45 | |||
Sharing of Excess Finance Charge Collections Among Excess Allocation Series | 48 | |||
Sharing of Principal Collections Among Principal Sharing Series | 48 | |||
Paired Series | 49 | |||
Special Funding Account | 49 | |||
Funding Period | 49 | |||
Defaulted Receivables; Rebates and Fraudulent Charges | 50 | |||
Credit Enhancement and Other Support | 50 | |||
Servicer Covenants | 53 | |||
Certain Matters Regarding the Servicer | 54 | |||
Servicer Default | 54 | |||
Evidence as to Compliance | 55 | |||
Amendments | 56 | |||
Defeasance | 57 | |||
List of Certificateholders | 58 | |||
The Trustee | 58 | |||
Description of the Purchase Agreements | 59 | |||
Sale of Receivables | 60 | |||
Representations and Warranties | 61 | |||
Repurchase Obligations | 61 | |||
Reassignment of Other Receivables | 61 | |||
Amendments | 62 | |||
Termination | 62 | |||
Certain Legal Aspects of the Receivables | 62 | |||
Certain Regulatory Matters | 62 | |||
Consumer Protection Laws | 63 | |||
Recent Litigation | 63 | |||
Tax Matters | 65 | |||
Federal Income Tax Consequences — General | 65 | |||
Treatment of the Certificates as Debt | 65 | |||
Description of Opinions | 66 | |||
Treatment of the Trust | 66 | |||
Taxation of U.S. Certificate Owners | 67 | |||
Foreign Certificate Owners | 69 | |||
Backup Withholding and Information Reporting | 70 | |||
State and Local Taxation | 70 | |||
ERISA Considerations | 70 | |||
Plan of Distribution | 73 | |||
Legal Matters | 74 | |||
Reports to Certificateholders | 74 | |||
Where You Can Find More Information | 75 | |||
Glossary of Defined Terms | 76 |
iii
1
2
• | funds collected on the receivables; | |
• | monies and investments in the trust’s bank accounts; | |
• | the right to receive certain issuer rate fees attributed to the receivables; | |
• | recoveries (net of collection expenses) and proceeds of credit insurance policies relating to the receivables; and | |
• | credit enhancement that varies from one series to another and, within a series, may vary from one class to another. |
• | the transferors reasonably believe that the removal will not result in an adverse effect, | |
• | the rating agencies confirm the ratings on the outstanding certificates, | |
• | the receivables subject to removal are selected randomly, and | |
• | only one removal occurs each month. |
3
• | collections of finance charge receivables and principal receivables and | |
• | principal receivables in accounts written off as uncollectible, to each series based on varying percentages. |
4
• | principal is accumulated in specified amounts per month and paid on a scheduled date; | |
• | principal is paid in fixed amounts at scheduled intervals; | |
• | principal is accumulated in varying amounts each month based on the amount of principal receivables collected following certain adverse events and paid on a scheduled date; and | |
• | principal is paid in varying amounts each month based on the amount of principal receivables collected following certain adverse events. |
5
• | subordination | |
• | insurance policy | |
• | letter of credit | |
• | spread account | |
• | derivative agreement agreement | |
• | supplemental credit enhancement or liquidity agreement | |
• | collateral interest | |
• | cash collateral guaranty or account | |
• | surety bond | |
• | maturity liquidity arrangement |
• | based on several factors, including the characteristics of the receivables and accounts at the time a series of certificates is issued; and | |
• | established based on the requirements of the rating agencies. |
6
7
• | the transfer involved a securitization of the financial assets and meets specified conditions for treatment as a sale under relevant accounting principles; | |
• | the financial institution received adequate consideration for the transfer; | |
• | the parties intended that the transfer constitute a sale for accounting purposes; and | |
• | the financial assets were not transferred fraudulently, in contemplation of the financial institution’s insolvency, or with the intent to hinder, delay, or defraud the financial institution or its creditors. |
• | prevent or limit the commencement of an early amortization period or a rapid accumulation period, or instead do the opposite and require those to commence; | |
• | prevent or limit the early liquidation of the receivables and the termination of the trust, or instead do the opposite and require those to occur; or | |
• | prevent or limit the continued transfer of receivables, or instead do the opposite and require those to continue. |
8
• | authorize TRS to stop servicing the receivables or to stop providing administrative services for RFC II, RFC III or RFC IV; | |
• | prevent the appointment of a successor servicer for the trust or the appointment of a successor administrator for RFC II, RFC III or RFC IV; | |
• | alter the terms on which TRS continues to service the receivables or to provide administrative services for RFC II, RFC III or RFC IV, including the amount of fees paid to TRS; | |
• | order that RFC II, RFC III, and RFC IV and its assets (including the receivables) be substantively consolidated with the bankruptcy estate of TRS or any of its affiliates; | |
• | order that the receivables are necessary for TRS or any of its affiliates to reorganize; | |
• | impose a temporary or preliminary stay with respect to the receivables (or collections thereon) or exercise remedies under the transaction documents in order to afford itself time to ascertain the facts and apprise itself of the law; | |
• | prevent or limit the commencement of an early amortization period or a rapid accumulation period, or instead do the opposite and require those to commence; | |
• | prevent or limit the early liquidation of the receivables and the termination of the trust, or instead do the opposite and require those to occur; or | |
• | prevent or limit the continued transfer of receivables, or instead do the opposite and require those to continue. |
9
10
11
12
• | the features and the quality of the services, including rewards programs, provided to cardmembers; | |
• | the number, spending characteristics and credit performance of cardmembers; | |
• | the quantity and quality of the establishments that accept a card; | |
• | the cost of cards to cardmembers; | |
• | the pricing, payment and other card account terms and conditions; | |
• | the number and quality of other payment instruments available to cardmembers; | |
• | the nature and quality of expense management data capture and reporting capability; | |
• | the success of targeted marketing and promotional campaigns; | |
• | reputation and brand recognition; | |
• | the ability of issuers to implement operational and cost efficiencies; and | |
• | the quality of customer service. |
13
14
15
• | acquiring and holding the receivables and the other trust assets and the proceeds from these assets; | |
• | issuing certificates; | |
• | making payments on the certificates; and | |
• | engaging in other activities that are necessary or incidental to accomplish these limited purposes. |
16
17
18
19
• | the product of: |
• | the rate at which Issuer Rate Fees accrued to Centurion or FSB, as applicable, during the second preceding Monthly Period on credit accounts owned by Centurion or FSB, as applicable, multiplied by | |
• | a fraction, |
• | the numerator of which is the aggregate amount of cardholder charges in all credit accounts owned by Centurion or FSB, as applicable, excluding balance transfer transactions, purchases made by convenience checks, cash advances, certain ineligible products and services offered by TRS or any affiliate or subsidiary thereof, and all other transactions on which Issuer Rate Fees did not accrue to Centurion or FSB, as applicable, in each case with respect to such Monthly Period, and | |
• | the denominator of which is the aggregate amount of cardholder charges in all credit accounts owned by Centurion or FSB, as applicable, with respect to such Monthly Period, multiplied by |
20
• | new principal receivables that arose during such Monthly Period in the accounts that constitute credit accounts,plus |
• | the product of: |
• | the rate at which Issuer Rate Fees accrued to Centurion or FSB, as applicable, during the second preceding Monthly Period on charge accounts or lines of credit owned by Centurion or FSB, as applicable, multiplied by | |
• | a fraction, |
• | the numerator of which is the aggregate amount of obligor charges on all charge accounts or lines of credit owned by Centurion or FSB, as applicable, excluding balance transfer transactions, purchases made by convenience checks, cash advances, certain ineligible products and services offered by TRS or any affiliate or subsidiary thereof, and all other transactions on which Issuer Rate Fees did not accrue to Centurion or FSB, as applicable, in each case with respect to such Monthly Period, and | |
• | the denominator of which is the aggregate amount of obligor charges on all charge accounts or lines of credit owned by Centurion or FSB, as applicable, with respect to such Monthly Period, multiplied by | |
• | new principal receivables that arose during such Monthly Period in the accounts that constitute charge accounts or lines of credit. |
21
22
23
24
25
26
• | the ownership interests of its participants, including the U.S. depositories; and | |
• | all transfers of ownership interests between its participants. |
• | the ownership interests of their customers, including indirect participants, that hold the certificates through those participants; and | |
• | all transfers between these persons. |
27
28
29
• | DTC is unwilling or unable to continue as depository for the global certificates or ceases to be a registered “clearing agency” and the trust is unable to find a qualified replacement for DTC; | |
• | the transferors, at their option, elect to terminate the book-entry system through DTC; or | |
• | after the occurrence of a servicer default, certificate owners evidencing not less than 50% of the unpaid outstanding principal amount of the certificates advise the trustee and DTC that the continuation of a book-entry system is no longer in the best interests of those certificate owners. |
30
• | if that series is a principal sharing series, be treated as Shared Principal Collections and will be distributed to, or for the benefit of, the certificateholders of other series in the same group; or | |
• | if that series is not a principal sharing series, be paid to the holders of the Transferor Certificates or deposited into the Special Funding Account, as more fully described in the related prospectus supplement. |
31
• | certain events of bankruptcy, insolvency, liquidation, receivership, or conservatorship relating to a transferor or holder of the original transferor certificate; | |
• | the trust becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended; | |
• | a transferor’s failure to make any payment or deposit on the date required in the pooling and servicing agreement (or within the applicable grace period); | |
• | the breach of certain other covenants, representations or warranties contained in the pooling and servicing agreement, after any applicable notice and cure period (and, if so specified in the related supplement, only to the extent that such breach has a material adverse effect on the related certificateholders); | |
• | the failure by the transferors to convey receivables under Additional Accounts to the trust when required by the pooling and servicing agreement; | |
• | a reduction in the series adjusted portfolio yield below the rates, and for the period, specified in the related prospectus supplement; and | |
• | any Servicer Default occurs. |
32
33
• | Credco sold and assigned to RFC II, for sale and assignment by RFC II to the trust, Credco’s interest in all receivables in the accounts existing at the applicable cut-off date, all Recoveries allocable to the trust, and the proceeds of all of the foregoing, and | |
• | the transferors at the time assigned to the trust their respective interests in the receivables in the accounts existing at the applicable cut-off date, all receivables thereafter created from time to time under the accounts, all Recoveries allocable to the trust and the proceeds of all of the foregoing. |
34
35
36
• | each such Additional Account must be an Eligible Account, and | |
• | except for the addition of new accounts, |
37
• | delivery by the transferors to the trustee of a computer file or microfiche list containing a true and complete list of all removed accounts, such accounts to be identified by, among other things, account number and their aggregate amount of receivables; | |
• | the delivery by each transferor to the trustee of an officer’s certificate to the effect that, in the reasonable belief of such transferor, |
• | at least eight Business Days prior to the removal, the transferors shall have delivered written notice of the removal to each Rating Agency and the trustee; and | |
• | the Rating Agency Condition shall have been satisfied with respect to such removal. |
38
• | each transferor delivers to the trustee and certain providers of series enhancement a certificate of an authorized officer of that transferor to the effect that, based on the facts known to that transferor at the time, such designation or increase, reduction or withdrawal will not at the time of its occurrence cause a Pay-Out Event or Reinvestment Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Out Event or Reinvestment Event, to occur with respect to any series, | |
• | the Rating Agency Condition is satisfied with respect to such designation or increase, reduction or withdrawal, and | |
• | only in the case of a reduction or withdrawal of the discount percentage, the transferors will have |
• | the discount percentage then in effect, and | |
• | collections of receivables with respect to the accounts on or after the date such option is exercised that otherwise would be principal receivables, |
• | each transferor delivers to the trustee and certain providers of series enhancement a certificate of an authorized officer of that transferor to the effect that, based on the facts known to that transferor at the time, |
39
such designation or increase, reduction or withdrawal will not at the time of its occurrence cause a Pay-Out Event or Reinvestment Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Out Event or Reinvestment Event, to occur with respect to any series, |
• | the Rating Agency Condition will have been satisfied with respect to such designation or increase, reduction or withdrawal, | |
• | in the case of a designation or increase of the premium percentage, the transferors will have delivered to the trustee an opinion of counsel to the effect that such designation or increase of the premium percentage will not adversely affect the tax characterization as debt of any certificates of any outstanding series or class that were characterized as debt at their time of issuance, and | |
• | in certain circumstances, the transferors will have obtained the prior written consent of each provider of series enhancement entitled to consent thereto. |
• | the premium percentage then in effect and | |
• | collections of receivables with respect to the accounts on or after the date such option is exercised that otherwise would be finance charge receivables, will be deemed collections of principal receivables and will be applied accordingly, unless otherwise provided in the related supplement. |
40
41
42
• | on or before the fifth day immediately preceding the date upon which the new issuance is to occur, the transferors will give to the trustee, the servicer and each Rating Agency written notice of such new issuance and the date upon which the new issuance is to occur; | |
• | the transferors will deliver to the trustee the related supplement, specifying the terms of the series; | |
• | the transferors will deliver to the trustee any related Series Enhancement agreement; | |
• | the Rating Agency Condition will be satisfied with respect to the new issuance; | |
• | each transferor will deliver to the trustee and certain providers of Series Enhancement an officer’s certificate of that transferor to the effect that such issuance will not have an adverse effect; | |
• | the transferors will deliver to the trustee, each Rating Agency and certain providers of Series Enhancement a Tax Opinion; | |
• | the transferors or other holders of the original transferor certificate shall have a remaining interest in the trust of not less than 2% of the total amount of principal receivables and funds on deposit in the Special Funding Account and the principal funding account; and | |
• | the aggregate amount of principal receivables plus the principal amount of any participation interest shall be greater than the Required Minimum Principal Balance as of the date upon which the new issuance is to occur after giving effect to such issuance. |
43
• | Moody’s —On October 20, 2008, Moody’s affirmed its P-1 short-term rating of TRS. Moody’s did, however, lower the Long-term Senior rating of TRS from Aa3 to A1 and revised its outlook of TRS from stable to negative. This change in the long-term rating reflects concerns regarding weakness in the broader economy and specific concerns regarding “negative asset quality trends and lending exposures.” | |
• | S&P —On October 21, 2008, S&P affirmed its short-term ratings of American Express Company and certain of its rated subsidiaries. S&P did, however, place its long-term rating on TRS (currently A+) on Creditwatch with negative implications. The rating agency review of TRS’s long-term rating will focus on the ability of TRS and its parent, American Express Company, to cope with the current operating environment as well as outlook for credit losses and profitability relative to the current rating level. |
44
45
46
47
• | any other series will be designated as an Excess Allocation Series, | |
• | there will be any Excess Finance Charge Collections for any such other series for any Monthly Period, | |
• | any agreement relating to any Series Enhancement will not be amended in such a manner as to increase payments to the providers of Series Enhancement and thereby decrease the amount of Excess Finance Charge Collections available from such series, or | |
• | a transferor will not at any time deliver a certificate as described above. |
• | such Shared Principal Collections will be distributed to the holders of the transferor certificates only to the extent that the Transferor Amount is greater than the Required Transferor Amount, and | |
• | in certain circumstances described below under“— Special Funding Account,” such Shared Principal Collections will be deposited in the Special Funding Account. |
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• | the amount payable under such credit enhancement, | |
• | any conditions to payment thereunder not otherwise described in this prospectus, | |
• | the conditions (if any) under which the amount payable under such credit enhancement may be reduced and under which such credit enhancement may be terminated or replaced, and | |
• | any material provisions of any agreement relating to such credit enhancement. |
• | a brief description of its principal business activities, | |
• | its principal place of business, place of incorporation or the jurisdiction under which it is chartered or licensed to do business, | |
• | if applicable, the identity of regulatory agencies that exercise primary jurisdiction over the conduct of its business, and | |
• | its total assets, and its stockholders’ or policyholders’ surplus, if applicable, as of a date specified in the prospectus supplement. |
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• | any covenant of the servicer set forth in clauses (a) through (d) above has not been complied with in all material respects and | |
• | such noncompliance has not been cured within 60 days (or such longer period as may be agreed to by the trustee and the transferors) thereafter and has a material adverse effect on the certificateholders’ interest in such receivables, |
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• | a report regarding its assessment of compliance during the preceding fiscal year with all applicable servicing criteria set forth in relevant SEC regulations with respect to asset backed securities transactions taken as a whole involving the servicer that are backed by the same types of assets as those backing the certificates; | |
• | with respect to each assessment report described immediately above, a report by a registered public accounting firm that attests to, and reports on, the assessment made by the asserting party, as set forth in relevant SEC regulations; and | |
• | a servicer compliance certificate, signed by an authorized officer of the servicer, to the effect that: |
(i) | a review of the servicer’s activities during the reporting period and of its performance under the pooling and servicing agreement has been made under such officer’s supervision; and | |
(ii) | to the best of such officer’s knowledge, based on such review, the servicer has fulfilled all of its obligations under the pooling and servicing agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. |
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• | the issuance of a Supplemental Certificate, | |
• | the addition to the trust of a participation interest, | |
• | the designation of additional transferors, | |
• | the addition to the trust of receivables arising from charge or credit accounts other than the revolving credit accounts, or | |
• | to change the definition of Monthly Period, Determination Date or Distribution Date. |
• | the Rating Agency Condition shall have been satisfied, | |
• | each transferor delivers to the trustee an officer’s certificate to the effect that such amendment will not have an adverse effect, and | |
• | such amendment will not effect a change in the permitted activities of the trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in the pooling and servicing agreement or any supplement which may be defective or inconsistent with any provisions thereof. |
• | reduce in any manner the amount of, or delay the timing of, deposits or distributions on any certificate without the consent of each certificateholder, | |
• | change the definition or the manner of calculating the certificateholders’ interest or the invested amount without the consent of each certificateholder, |
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• | reduce the percentage required to consent to any such amendment without the consent of each certificateholder, or | |
• | adversely affect the rating of any series or class by any Rating Agency without the consent of the holders of certificates of such series or class evidencing not less than 662/3% of the aggregate unpaid principal amount of the certificates of such series or class. |
• | to the trustee an opinion of counsel to the effect that the deposit and termination of obligations will not require the trust to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and | |
• | to the trustee and certain providers of Series Enhancement an officer’s certificate stating that, based on the facts known to such officer at the time, in the reasonable opinion of the transferors, such deposit and |
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termination of obligations will not at the time of its occurrence cause a Pay-Out Event or a Reinvestment Event or an event that, after the giving of notice or the lapse of time would constitute a Pay-Out Event or a Reinvestment Event, to occur with respect to any series. |
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• | to deliver to certificateholders of record certain notices, reports and other documents received by the trustee, as required under the pooling and servicing agreement; | |
• | to authenticate, deliver, cancel and otherwise administer the investor certificates; | |
• | to remove and reassign ineligible receivables and accounts from the trust; | |
• | to establish and maintain necessary trust accounts and to maintain accurate records of activity in those accounts; | |
• | to serve as the initial transfer agent, paying agent and registrar, and, if its resigns these duties, to appoint a successor transfer agent, paying agent and register; | |
• | to invest funds in the trust accounts at the direction of the servicer; | |
• | to represent the certificateholders in interactions with clearing agencies and other similar organizations; | |
• | to distribute and transfer funds at the direction of the servicer, as applicable, in accordance with the terms of the pooling and servicing agreement; | |
• | to file with the appropriate party all documents necessary to protect the rights and interests of the certificateholders; | |
• | to enforce the rights of the certificateholders against the servicer, if necessary; | |
• | to notify the certificateholders and other parties, to sell the receivables, and to allocate the proceeds of such sale, in the event of the termination of the trust; and | |
• | to perform certain other administrative functions identified in the pooling and servicing agreement. |
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• | filed appropriate UCC financing statements to evidence the sale to the respective purchaser and to perfect the right, title and interest of such purchaser in those receivables; and | |
• | indicated in its books and records (including any related computer files) that the receivables have been sold by it to the respective purchaser. |
• | sold all of its right, title and interest, if any, in the receivables existing in the initial accounts at the close of business on the substitution date and in the receivables thereafter arising in those accounts, in each case including all Issuer Rate Fees, insurance proceeds and Recoveries allocable to such receivables, all monies due or to become due, all amounts received or receivable, all collections and all proceeds, each as it relates to such receivables; and | |
• | will, from time to time, at the request of the respective purchaser, designate Additional Accounts and sell to the respective purchaser all of its right, title and interest in the receivables existing in the additional accounts on the applicable addition cut-off date and in the receivables arising thereafter in those accounts, in each case including all Issuer Rate Fees, insurance proceeds, Recoveries, all monies due or to become due, all amounts received or receivable, all collections and all proceeds, each as it relates to such receivables. |
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• | it is validly existing in good standing under the applicable laws of the applicable jurisdiction and has full power and authority to own its properties and conduct its business; | |
• | its execution and delivery of the purchase agreement and its performance of the transactions contemplated by that agreement will not conflict with or result in any breach of any of the terms of any material agreement to which it is a party or by which its properties are bound and will not conflict with or violate any requirements of law applicable to it; and | |
• | all governmental authorizations, consents, orders, approvals, registrations or declarations required to be obtained by it in connection with its execution and delivery of, and its performance of the applicable purchase agreement, have been obtained. |
• | as of the applicable cut-off date with respect to the accounts, the list of accounts and information concerning the accounts provided by it is accurate and complete in all material respects, with certain permitted exceptions; | |
• | each receivable conveyed by it to the respective purchaser has been conveyed free and clear of any lien or encumbrance, except liens permitted by the applicable purchase agreement; | |
• | all governmental authorizations, consents, orders, approvals, registrations or declarations required to be obtained, effected or given by it in connection with the conveyance of receivables to the respective purchaser have been duly obtained, effected or given and are in full force and effect; | |
• | as of each applicable selection date, each account was an Eligible Account; | |
• | as of each applicable selection date, each of the receivables then existing in the accounts was an Eligible Receivable; | |
• | as of the date of creation of any new receivable, such receivable is an Eligible Receivable; and | |
• | no selection procedures reasonably believed by it to be materially adverse to the interests of the respective purchaser have been used in selecting the accounts. |
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• | written confirmation has been received by such purchaser from each rating agency that the amendment will not result in the reduction, qualification or withdrawal of the respective ratings of each rating agency for any certificates issued by the trust; and | |
• | Centurion or FSB, as applicable, will certify to the respective purchaser that it reasonably believes that the amendment will not cause a Pay-Out Event. |
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• | the Series Allocable Defaulted Amount for such Distribution Date and | |
• | the applicable Floating Allocation Percentage for such Distribution Date. |
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• | the numerator of which is the aggregate of the sum of the Series Allocable Finance Charge Collections for all series during the immediately preceding Monthly Period calculated on a cash basis after subtracting therefrom the Series Allocable Defaulted Amount for all series for such Monthly Period and | |
• | the denominator of which is the total amount of principal receivables as of the last day of such immediately preceding Monthly Period. |
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• | the commencement of the Early Amortization Period or Early Accumulation Period for that series; and | |
• | the date specified in the related prospectus supplement as the end of the Revolving Period. |
• | the series invested amount for such series for that Monthly Period, less | |
• | the excess, if any, of the cumulative amount (calculated in accordance with the terms of the related supplement) of investor charge-offs allocable to the invested amount for such series as of the last day of the immediately preceding Monthly Period over the aggregate reimbursement of such investor charge-offs as of such last day, or such lesser amount as may be provided in the prospectus supplement for such series. |
• | the numerator of which is the Series Adjusted Invested Amount as of the last day of the immediately preceding Monthly Period, and | |
• | the denominator of which is the Trust Adjusted Invested Amount. |
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Item 14. | Other Expenses of Issuance and Distribution. |
Registration Fee | $ | 39.30 | ** | |
Printing and Engraving Expenses | $ | * | ||
Trustee’s Fees and Expenses | $ | * | ||
Legal Fees and Expenses | $ | * | ||
Blue Sky Fees and Expenses | $ | * | ||
Accountants’ Fees and Expenses | $ | * | ||
Rating Agency Fees | $ | * | ||
Miscellaneous Fees | $ | * | ||
Total | $ | * | ||
* | To be filed by amendment | |
** | Actual |
Item 15. | Indemnification of Directors and Officers. |
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Item 16. | Exhibits. |
Exhibit | ||||
Number | Description | |||
1 | .1 | Form of Underwriting Agreement.* | ||
3 | .1 | Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 3.1 to Registration No. 333-113579). | ||
3 | .2 | Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 3.2 to Registration No. 333-113579). | ||
4 | .1 | Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee and Securities Intermediary (incorporated by reference to Exhibit 10.1 to Registration Statement No. 333-130508). | ||
4 | .1.1 | First Amendment to Pooling and Servicing Agreement, dated as of December 17, 2007, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 99.01 to the Form 8-K filed with the Securities and Exchange Commission on January 11, 2008). | ||
4 | .1.2 | Second Amendment to Pooling and Servicing Agreement, dated as of October 24, 2008, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to theForm 8-K filed with the Securities and Exchange Commission on November 6, 2008). | ||
4 | .2 | Form of Series Supplement, including form of Asset Backed Certificate (incorporated by reference to Exhibit 4.2 to Registration No. 333-113579). | ||
4 | .3 | Receivable Purchase Agreement, dated as of May 16, 1996, between American Express Credit Corporation and American Express Receivables Financing Corporation II (incorporated by reference to Exhibit 10.1 to Registration Statement No. 333-67567). |
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Exhibit | ||||
Number | Description | |||
4 | .4 | Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.4 to RegistrationNo. 333-113579). | ||
4 | .4.1 | First Amendment to Receivables Purchase Agreement, dated as of October 24, 2008, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.2 to theForm 8-K filed with the Securities and Exchange Commission on November 6, 2008). | ||
4 | .5 | Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 to RegistrationNo. 333-113579). | ||
4 | .5.1 | First Amendment to Receivables Purchase Agreement, dated as of October 24, 2008, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.3 to theForm 8-K filed with the Securities and Exchange Commission on November 6, 2008). | ||
4 | .6 | Supplemental Servicing Agreement, dated as of June 30, 2004, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.6 to Registration Statement No. 333-130508). | ||
4 | .7 | Form of Subservicing Agreement between American Express Travel Related Services Company, Inc. and Amex Card Services Company (incorporated by reference to Exhibit 4.7 to Registration Statement No. 333-130508). | ||
4 | .8 | Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 to Registration Statement No. 333-130508).** | ||
4 | .8.1 | Amendment Agreement, dated as of March 22, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC, extending the Remittance Processing Services Agreement (incorporated by reference to Exhibit 4.8.1 to Registration Statement No. 333-130508). | ||
5 | .1 | Opinion of Harold E. Schwartz, Senior Counsel to American Express Company, with respect to legality.* | ||
8 | .1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.* | ||
23 | .1 | Consent of Harold E. Schwartz, Senior Counsel to American Express Company.* | ||
23 | .2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as Exhibit 8.1).* | ||
24 | .1 | Powers of Attorney of American Express Receivables Financing Corporation I (included on page II-8). | ||
24 | .2 | Powers of Attorney of American Express Receivables Financing Corporation III LLC (included on page II-9). | ||
24 | .3 | Powers of Attorney of American Express Receivables Financing Corporation IV LLC (included on page II-10). |
* | to be filed by amendment | |
** | Confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Securities and Exchange Commission |
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Item 17. | Undertakings |
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CORPORATION II,
acting solely in its capacity as a depositor of
American Express Credit Account Master Trust
By: | /s/ Maureen Ryan |
Title: | President |
Signature | Title | |||
/s/ Maureen Ryan Maureen Ryan | President and Director (Principal Executive Officer) | |||
/s/ John D. Koslow John D. Koslow | Vice President and Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Donald J. Puglisi Donald J. Puglisi | Director |
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CORPORATION III LLC,
acting solely in its capacity as a depositor of
American Express Credit Account Master Trust
By: | /s/ Catherine M. Hogan |
Title: | President |
Signature | Title | |||
/s/ Catherine M. Hogan Catherine M. Hogan | President (Principal Executive Officer) | |||
/s/ Scott C. Godderidge Scott C. Godderidge | Vice President and Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Andrea J. Moss Andrea J. Moss | Director | |||
/s/ Gregory F. Lavelle Gregory F. Lavelle | Director |
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CORPORATION IV LLC,
acting solely in its capacity as a depositor of
American Express Credit Account Master Trust
By: | /s/ Robert Radle |
Title: | President |
Signature | Title | |||
/s/ Robert Radle Robert Radle | President (Principal Executive Officer) | |||
/s/ Christopher L. Cutshall Christopher L. Cutshall | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Stanley J. Cecala Stanley J. Cecala | Director | |||
/s/ Peter C. Sisti Peter C. Sisti | Director | |||
/s/ Ruth K. Lavelle Ruth K. Lavelle | Director |
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Exhibit | ||||
Number | Description | |||
1 | .1 | Form of Underwriting Agreement.* | ||
3 | .1 | Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 3.1 to RegistrationNo. 333-113579). | ||
3 | .2 | Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 3.2 to RegistrationNo. 333-113579). | ||
4 | .1 | Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee and Securities Intermediary (incorporated by reference to Exhibit 10.1 to Registration StatementNo. 333-130508). | ||
4 | .1.1 | First Amendment to Pooling and Servicing Agreement, dated as of December 17, 2007, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 99.01 to theForm 8-K filed with the Securities and Exchange Commission on January 11, 2008). | ||
4 | .1.2 | Second Amendment to Pooling and Servicing Agreement, dated as of October 24, 2008, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC and American Express Receivables Financing Corporation II, as Transferors, American Express Travel Related Services Company, Inc., as Servicer, and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to theForm 8-K filed with the Securities and Exchange Commission on November 6, 2008). | ||
4 | .2 | Form of Series Supplement, including form of Asset Backed Certificate (incorporated by reference to Exhibit 4.2 to RegistrationNo. 333-113579). | ||
4 | .3 | Receivable Purchase Agreement, dated as of May 16, 1996, between American Express Credit Corporation and American Express Receivables Financing Corporation II (incorporated by reference to Exhibit 10.1 to Registration StatementNo. 333-67567). | ||
4 | .4 | Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.4 to RegistrationNo. 333-113579). | ||
4 | .4.1 | First Amendment to Receivables Purchase Agreement, dated as of October 24, 2008, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.2 to theForm 8-K filed with the Securities and Exchange Commission on November 6, 2008). | ||
4 | .5 | Receivables Purchase Agreement, dated as of April 16, 2004, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 to RegistrationNo. 333-113579). |
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Exhibit | ||||
Number | Description | |||
4 | .5.1 | First Amendment to Receivables Purchase Agreement, dated as of October 24, 2008, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.3 to theForm 8-K filed with the Securities and Exchange Commission on November 6, 2008). | ||
4 | .6 | Supplemental Servicing Agreement, dated as of June 30, 2004, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.6 to Registration StatementNo. 333-130508). | ||
4 | .7 | Form of Subservicing Agreement between American Express Travel Related Services Company, Inc. and Amex Card Services Company (incorporated by reference to Exhibit 4.7 to Registration StatementNo. 333-130508). | ||
4 | .8 | Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 to Registration StatementNo. 333-130508).** | ||
4 | .8.1 | Amendment Agreement, dated as of March 22, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC, extending the Remittance Processing Services Agreement (incorporated by reference to Exhibit 4.8.1 to Registration StatementNo. 333-130508). | ||
5 | .1 | Opinion of Harold E. Schwartz, Senior Counsel to American Express Company, with respect to legality.* | ||
8 | .1 | Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.* | ||
23 | .1 | Consent of Harold E. Schwartz, Senior Counsel to American Express Company.* | ||
23 | .2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as Exhibit 8.1).* | ||
24 | .1 | Powers of Attorney of American Express Receivables Financing Corporation II (included on page II-8). | ||
24 | .2 | Powers of Attorney of American Express Receivables Financing Corporation III LLC (included on page II-9). | ||
24 | .3 | Powers of Attorney of American Express Receivables Financing Corporation IV LLC (included on page II-10). |
* | to be filed by amendment | |
** | Confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Securities and Exchange Commission |
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