[American Express Company letterhead]
March 10, 2006
VIA FACSIMILE & VIA DELIVERY
Max A. Webb, Esquire, Assistant Director
Office of Structured Finance, Transportation and Leisure
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
American Express Credit Account Master Trust
Response to SEC Comment Letter dated March 1, 2006
File Nos. 333-130508; 01-03
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Dear Mr. Webb:
On behalf of American Express Receivables Financing Corporation II
("RFC II"), American Express Receivables Financing Corporation III LLC ("RFC
III") and American Express Receivables Financing Corporation IV LLC ("RFC IV"),
as depositors (the "Depositors") to the American Express Credit Account Master
Trust (the "Trust" or the "Issuing Entity"), this letter responds to your letter
dated March 1, 2006, providing comments to Amendment No. 1 to the Registration
Statement on Form S-3 (the "Registration Statement") submitted on February 16,
2006, by the Depositors and the Issuing Entity. RFC II, RFC III, RFC IV,
American Express Travel Related Services Company, Inc. ("TRS"), as servicer of
the Trust, American Express Centurion Bank ("Centurion"), as sponsor and sole
equity owner of RFC III, and American Express Bank, FSB ("FSB"), as sponsor and
sole equity owner of RFC IV, are collectively referred to herein as "American
Express."
For your convenience, each of your comments has been reproduced below,
followed by American Express' response. Enclosed with this letter is Amendment
No. 3 to the Registration Statement on Form S-3 ("Amendment No. 3") dated March
10, 2006, marked to show all changes to the Registration Statement. All
capitalized terms defined in the prospectus and used in the following responses
without definition, have the meanings specified in Amendment No. 3. Unless
otherwise specified, page numbers refer to pages in Amendment No. 3.
GENERAL
COMMENT 1: PLEASE CONFIRM THAT ALL MATERIAL TERMS TO BE INCLUDED
IN THE FINALIZED AGREEMENTS WILL ALSO BE DISCLOSED IN
THE FINAL RULE 424(b) PROSPECTUS, OR THAT FINALIZED
AGREEMENTS WILL BE FILED SIMULTANEOUSLY WITH OR PRIOR
TO THE FINAL PROSPECTUS. REFER TO ITEM 1100(f) OF
REGULATION AB.
Response: We confirm that we will disclose all material terms of
the transaction agreements in the final Rule 424(b)
prospectus.
COMMENT 2: PLEASE ALSO CONFIRM THAT YOU WILL FILE UNQUALIFIED
LEGAL AND TAX OPINIONS AT THE TIME OF EACH TAKEDOWN.
Response: In connection with filing Amendment No. 3, we have
filed unqualified legal and tax opinions as Exhibit 5.1
and Exhibit 8.1, respectively. Accordingly, we
respectfully submit that the filing of separate
opinions in connection with each takedown is
unnecessary.
COMMENT 3: PLEASE NOTE THAT A TAKEDOWN OFF OF A SHELF THAT
INVOLVES ASSETS, STRUCTURAL FEATURES, CREDIT
ENHANCEMENT OR OTHER FEATURES THAT WERE NOT DESCRIBED
IN THE BASE PROSPECTUS WILL USUALLY REQUIRE EITHER A
NEW REGISTRATION STATEMENT, IF TO INCLUDE ADDITIONAL
ASSETS, OR A POST-EFFECTIVE AMENDMENT. REFER TO RULE
409 OF THE SECURITIES ACT, WHICH REQUIRES THAT THE
REGISTRATION STATEMENT BE COMPLETE AT THE TIME OF
EFFECTIVENESS, EXCEPT FOR INFORMATION THAT IS NOT KNOWN
OR REASONABLY AVAILABLE. PLEASE CONFIRM FOR US THAT THE
BASE PROSPECTUS INCLUDES ALL ASSETS, CREDIT
ENHANCEMENTS OR OTHER STRUCTURAL FEATURES REASONABLY
CONTEMPLATED TO BE INCLUDED IN AN ACTUAL TAKEDOWN.
Response: We confirm that the base prospectus describes all
assets, credit enhancements or other structural
features reasonably contemplated to be included in an
actual takedown.
PROSPECTUS SUPPLEMENT
THE TOTAL PORTFOLIO,
PAGE S-17
GENERAL
COMMENT 4: WE NOTE YOUR RESPONSE TO PRIOR COMMENT 6 AND REVISIONS
MADE TO PAGE 65 OF THE BASE PROSPECTUS. PLEASE
SIMILARLY REVISE TO DISCLOSE HOW BALANCE REDUCTIONS
GRANTED FOR REFUNDS, RETURNS, FRAUDULENT CHARGES OR
OTHER REASONS ARE APPLIED IN AN APPROPRIATE PLACE IN
THIS SECTION OR CROSS REFERENCE. SIMILARLY REVISE IN
"THE TRUST PORTFOLIO" SECTION BEGINNING ON PAGE S-21.
Response: We have revised page S-18 of the prospectus supplement
in response to Comment 4.
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COMMENT 5: WE REISSUE PRIOR COMMENT 17. WE NOTE YOUR REVISION ON
PAGE S-17 THAT "ACCOUNT OWNERS HAVE THE DISCRETION TO
ESTABLISH THE METHOD AND CRITERIA" FOR SELECTION. ITEM
1111(a)(4), HOWEVER, REQUIRES DISCLOSURE OF SUCH METHOD
OR CRITERIA. PLEASE REVISE TO PROVIDE BRACKETED
LANGUAGE TO INDICATE THAT YOU WILL DISCLOSE SUCH METHOD
OR CRITERIA PRIOR TO EACH TAKEDOWN.
Response: The account owners select the accounts in their sole
discretion, subject only to the eligibility criteria in
the transaction documents and any applicable regulatory
guidelines. The account owners have in the past
considered, and may in the future consider, factors
such as product type, tenure of an account and interest
rate applicable to an account in determining the
accounts to be added to the trust. We have revised the
Registration Statement on page S-17 to disclose these
considerations.
LOSS AND DELINQUENCY
EXPERIENCE, PAGE S-18
COMMENT 6: WE REISSUE PRIOR COMMENT 7. PLEASE PRESENT HISTORICAL
DELINQUENCY AND LOSS INFORMATION THROUGH THE POINT OF
CHARGE OFF. SIMILARLY, PLEASE REVISE THE TABLE FOR THE
TRUST PORTFOLIO ON PAGE S-22.
Response: We have revised pages S-17 to S-21 of the prospectus
supplement in response to Comment 6 and to Comment 7
below to present historical delinquency, loss, revenue
and payment rate experience for the trust portfolio and
to expand the information presented regarding the
trust's current delinquency information. Our disclosure
includes historical and current delinquency information
through the point of charge-off. We also have deleted
the previously provided managed portfolio information
on the basis that such information, in addition to the
trust asset pool information now provided, is not
material to investors.
REVENUE EXPERIENCE,
PAGE S-19
COMMENT 7: PLEASE PROVIDE SIMILAR DISCLOSURE OF REVENUE EXPERIENCE
AND PAYMENT RATES WITH RESPECT TO THE ASSET POOL.
PLEASE REFER TO ITEM 1111(b)(8) OF REGULATION AB.
Response: Please see our response to Comment 6 above.
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BASE PROSPECTUS
DERIVATIVE
AGREEMENTS, PAGE 68
COMMENT 8: WE NOTE YOUR RESPONSE TO PRIOR COMMENT 26 AND REISSUE
IN PART. PLEASE DELETE THE REFERENCE TO "OTHER SWAP."
IF YOU WANT TO ADD OTHER TYPES OF SWAPS, WE SUGGEST
DOING SO IN A POST-EFFECTIVE AMENDMENT WITH FULL
DISCLOSURE OF EACH TYPE. ALTERNATIVELY, REVISE TO
INCLUDE THAT INFORMATION HERE.
Response: We have revised pages 68 of the base prospectus in
response to Comment 8 to delete the reference to "other
swap".
COMMENT 9: PLEASE DELETE THE REFERENCE TO "CREDIT DEFAULT SWAP."
Response: We have revised pages 68 of the base prospectus in
response to Comment 9 to delete the reference to
"credit default swap".
EXHIBIT 4.1
COMMENT 10: WHEN AVAILABLE, PLEASE PROVIDE US WITH A COPY OF YOUR
UPDATED POOLING AND SERVICING AGREEMENT, MARKED TO SHOW
CHANGES FROM THE PRIOR POOLING AND SERVICING AGREEMENT,
INCLUDING ANY CHANGES MADE TO COMPLY WITH REGULATION
AB.
Response: In connection with filing Amendment No. 3, we have
filed the amended and restated pooling and servicing
agreement, which incorporates the following amendments:
o Section 3.05 - Annual certificate of
Servicer to be delivered no later than 60
days following the end of each fiscal
year; certificate to cover matters listed
in Item 1123 of Regulation AB.
o Section 3.06 - Annual servicing report of
independent public accountants to be
delivered no later than 60 days following
the end of each fiscal year; certificate
to cover matters listed in Item 1122 of
Regulation AB.
o New Section - The parties agree to provide
such additional information as may be
reasonably requested to comply with
Regulation AB.
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If you have any questions or comments concerning this response, please
do not hesitate to call the undersigned at 212-640-5714 or American Express'
outside counsel, Michael Mitchell of Orrick, Herrington & Sutcliffe LLP at
202-339-8479 or Alan Knoll of Orrick at 212-506-5077.
Sincerely,
/s/ Carol V. Schwartz
Carol V. Schwartz, Esq.
cc: Rolaine S. Bancroft, Esq.
Alan M. Knoll, Esq.
Michael H. Mitchell, Esq.
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