[American Express Company letterhead]
March 23, 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 15, 2006
File Nos. 333-130508; 01-03
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 15, 2006, providing comments to Amendment No. 3 to the Registration
Statement on Form S-3 (the "Registration Statement") submitted on March 13,
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. 4 to the Registration Statement on Form S-3 ("Amendment No. 4") dated
March 23, 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. 4. Unless
otherwise specified, page numbers refer to pages in Amendment No. 4.
LEGAL MATTERS
COMMENT 1:
PLEASE REVISE TO CLARIFY WHO WILL BE GIVING THE
LEGALITY AND TAX OPINIONS ON WHICH INVESTORS CAN RELY.
IN ADDITION, PLEASE REVISE YOUR EXHIBIT LIST IN PART II
TO NAME COUNSEL PROVIDING THE LEGAL OPINION.
Response: We have revised p. 94 of the base prospectus and the
exhibit lists in Part II in response to Comment 1.
EXHIBIT 8.1
COMMENT 2: WE NOTE YOUR RESPONSE TO PRIOR COMMENT 2 OF OUR LETTER
DATED MARCH 1, 2006 THAT YOU HAVE FILED AN UNQUALIFIED
TAX OPINION AND THEREFORE A SEPARATE OPINION WITH EACH
TAKEDOWN IS UNNECESSARY. PLEASE REFILE AFTER DELETING
THE FOLLOWING SENTENCE OR CONFIRM THAT YOU WILL FILE A
CLEAN TAX OPINION PRIOR TO OR SIMULTANEOUSLY WITH EACH
TAKEDOWN: "OUR OPINION AS TO THE MATTERS SET FORTH
HEREIN COULD CHANGE WITH RESPECT TO A PARTICULAR SERIES
OR CLASS OF CERTIFICATES AS A RESULT OF CHANGES IN
FACTS AND CIRCUMSTANCES, CHANGES IN THE TERMS OF THE
DOCUMENTS REVIEWED BY US, OR CHANGES IN THE LAW
SUBSEQUENT TO THE DATE HEREOF."
Response: Based on conversations with the staff (the "Staff")
subsequent to the issuance of this comment, we
understand that the Staff has re-issued prior Comment 2
from its letter dated March 1, 2006, which comment
supplants Comment 2 from its letter dated March 15,
2006. For ease of reference, prior Comment 2 is
reproduced below:
"Please also confirm that you will file unqualified
legal and tax opinions at the time of each takedown."
We confirm that we will file unqualified legal and tax
opinions at the time of each takedown.
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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