Item 1: Business
The American Express Credit Account Master Trust (the "Trust") was formed pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of May 16, 1996, as amended by the First Amendment to the Pooling and Servicing Agreement, dated as of March 30, 2001, among American Express Centurion Bank and American Express Receivables Financing Corporation II ("RFC II"), each as an Originator ("Originator"), American Express Travel Related Services Company, Inc. ("TRS"), as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). RFC II, a Delaware corporation, is a wholly owned subsidiary of TRS. It was incorporated on August 7, 1995. Its principal executive office is located at 200 Vesey Street, New York, New York. TRS is a wholly owned subsidiary of American Express Company. It was incorporated in the state of New York on May 3, 1982 and its principal executive offices are located at 200 Vesey Street, New York, New York. American Express Centurion Bank was incorporated under Delaware banking laws as a limited service bank in 1985. As of July 1, 1996, its business was combined by merger with another subsidiary of TRS that is a Utah-chartered, FDIC-insured industrial loan company. The surviving institution was renamed American Express Centurion Bank ("Centurion"). Its principal executive office is located at 6985 Union Park Center, Midvale, Utah.
The Trust was formed for the purpose of acquiring and holding the Trust Assets (defined below) and from time to time issuing asset-backed certificates (the "Certificates") under the Agreement and one or more supplements thereto (each, a "Supplement"), including issuing and selling certain Certificates to investors in underwritten public offerings ("Investor Certificates"). Each Certificate represents an undivided interest in the Trust and the right to receive payments of interest at a specified rate and payments of principal at certain times during the term of the Trust. Each series of Investor Certificates (each, a "Series") will have its own Supplement to govern the individual terms and allocations applicable to such Series.
The property of the Trust (the "Trust Assets") includes a portfolio of receivables (the "Receivables") generated from time to time in a portfolio of designated American Express Credit Card (whether branded Optima(R)Card or otherwise), Optima Line of Credit and Sign & Travel(R)/Extended Payment Option consumer revolving credit accounts or features and other charge or credit accounts or products (collectively, the "Accounts") owned by Centurion or other eligible account owners (each, including Centurion, an "Account Owner"), all monies due or to become due in payment of the Receivables, all proceeds of such Receivables and any Series Enhancement provided for any particular Series or class of Certificates. "Series Enhancement" may include, with respect to any Series or class of Certificates, the subordination of one or more classes or Series of Certificates to one or more other classes or Series of Certificates, a letter of credit, a cash collateral guaranty, a cash collateral account, a surety bond, a collateral interest, a spread account, a guaranteed rate agreement, a maturity liquidity facility, a tax protection agreement or an insurance policy.
No Originator or Account Owner will act as a guarantor with respect to any payments on the Certificates, and neither the Trustee nor the holders of the Certificates will have general recourse against any Originator or Account Owner or the assets of any Originator or Account Owner. Instead the Trustee's and the Certificateholders' only recourse in any action seeking to collect amounts owing under the Certificates will be against, and limited to, the Trust Assets.
The Receivables that, to date, have been conveyed to the Trust arise from Accounts selected from Centurion's portfolio and consist of amounts charged or otherwise borrowed by Account holders for goods and services and cash advances ("Principal Receivables"), plus the related periodic finance charges, amounts charged to Accounts in respect of late charges and certain other items (the "Finance Charge Receivables").
Each Series of Investor Certificates will belong to a certain group of Series (each, a "Group"). The Series included in a particular Group will share a common distribution date and other terms, and certain cash collections may be allocated among the Series within a Group (any Group for which collections will be so allocated is hereinafter referred to as a "Reallocation Group"). The Agreement and Supplements govern the allocation of collections in respect of Principal Receivables and Finance Charge Receivables between the interests of the transferors and the Investor Certificateholders and, for the Investor Certificateholders, to each Group, based generally on the sum of the principal amounts of Investor Certificates for all Series in all Groups. Each Supplement will prescribe the manner in which collections will be allocated among Series.
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Each Group may have a certain number of Series which will share, to a limited extent, the collections in respect of Principal Receivables and Finance Charge Receivables allocated to such Group. In addition, certain excess collections of Principal Receivables ("Shared Principal Collections") or Finance Charge Receivables ("Excess Finance Charge Collections") allocated to a Series in one Group that are not required to make distributions with respect to the Certificates of the Series in such Group may be shared with the Series in another Group (each such Series is hereinafter referred to, respectively, as a "Principal Sharing Series" and an "Excess Allocation Series"). For each Series, the Supplement relating to such Series will govern the terms and timing of payment of interest and principal and the allocations of collections of Principal Receivables and Finance Charge Receivables among the various Series within such Series' Group and among Series in a different Group.
The Trust will not engage in any business activity other than acquiring and holding the Trust Assets, issuing Certificates, making payments thereon and related activities. Pursuant to the Agreement, the Trustee will hold the Trust Assets in trust for the benefit of the holders of the Certificates, and TRS or any successor servicer, as the Servicer, will be responsible for the administration and servicing of the Receivables. The Trust has issued 44 classes of Investor Certificates, 42 of which are outstanding:
. Class A Series 1997-1 6.40% Asset Backed Certificates and Class B Series 1997-1 6.55% Asset Backed Certificates (collectively, the "Series 1997-1 Certificates");
. Class A Series 1998-1 Floating Rate Asset Backed Certificates and Class B Series 1998-1 Floating Rate Asset Backed Certificates (collectively, the "Series 1998-1 Certificates");
. Class A Series 1999-1 5.60% Asset Backed Certificates and Class B Series 1999-1 5.85% Asset Backed Certificates (collectively, the "Series 1999-1 Certificates");
. Class A Series 1999-2 5.95% Asset Backed Certificates and Class B Series 1999-2 6.10% Asset Backed Certificates (collectively, the "Series 1999-2 Certificates");
. Class A Series 1999-3 Floating Rate Asset Backed Certificates and Class B Series 1999-3 Floating Rate Asset Backed Certificates (collectively, the "Series 1999-3 Certificates");
. Class A Series 1999-4 Floating Rate Asset Backed Certificates and Class B Series 1999-4 Floating Rate Asset Backed Certificates (collectively, the "Series 1999-4 Certificates");
. Class A Series 1999-5 Floating Rate Asset Backed Certificates and Class B Series 1999-5 Floating Rate Asset Backed Certificates (collectively, the "Series 1999-5 Certificates");
. Class A Series 1999-6 Floating Rate Asset Backed Certificates and Class B Series 1999-6 Floating Rate Asset Backed Certificates (collectively, the "Series 1999-6 Certificates");
. Class A Series 2000-1 7.20% Asset Backed Certificates and Class B Series 2000-1 7.40% Asset Backed Certificates (collectively, the "Series 2000-1 Certificates");
. Class A Series 2000-2 Floating Rate Asset Backed Certificates and Class B Series 2000-2 Floating Rate Asset Backed Certificates (collectively, the "Series 2000-2 Certificates");
. Class A Series 2000-3 Floating Rate Asset Backed Certificates and Class B Series 2000-3 Floating Rate Asset Backed Certificates (collectively, the "Series 2000-3 Certificates");
. Class A Series 2000-4 Floating Rate Asset Backed Certificates and Class B Series 2000-4 Floating Rate Asset Backed Certificates (collectively, the "Series 2000-4 Certificates");
. Class A Series 2000-5 Floating Rate Asset Backed Certificates and Class B Series 2000-5 Floating Rate Asset Backed Certificates (collectively, the "Series 2000-5 Certificates");
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. Class A Series 2001-1 Floating Rate Asset Backed Certificates and Class B Series 2001-1 Floating Rate Asset Backed Certificates (collectively, the "Series 2001-1 Certificates");
. Class A Series 2001-2 5.53% Asset Backed Certificates and Class B Series 2001-2 5.83% Asset Backed Certificates (collectively, the "Series 2001-2 Certificates");
. Class A Series 2001-3 Floating Rate Asset Backed Certificates and Class B Series 2001-3 Floating Rate Asset Backed Certificates (collectively, the "Series 2001-3 Certificates");
. Class A Series 2001-4 Floating Rate Asset Backed Certificates and Class B Series 2001-4 Floating Rate Asset Backed Certificates (collectively, the "Series 2001-4 Certificates");
. Class A Series 2001-5 Floating Rate Asset Backed Certificates and Class B Series 2001-5 Floating Rate Asset Backed Certificates (collectively, the "Series 2001-5 Certificates");
. Class A Series 2001-6 Floating Rate Asset Backed Certificates and Class B Series 2001-6 Floating Rate Asset Backed Certificates (collectively, the "Series 2001-6 Certificates");
. Class A Series 2001-7 Floating Rate Asset Backed Certificates and Class B Series 2001-7 Floating Rate Asset Backed Certificates (collectively, the "Series 2001-7 Certificates") and
. Class A Series 2002-1 Floating Rate Asset Backed Certificates and Class B Series 2002-1 Floating Rate Asset Backed Certificates (collectively, the "Series 2002-1 Certificates").
The Class A Series 1996-1 6.80% Asset Backed Certificates and Class B Series 1996-1 6.95% Asset Backed Certificates were paid in full May 15, 2001.
Information concerning the performance of the Trust Assets for each monthly due period of the Trust is contained in monthly Servicer's reports provided to the Trustee and filed monthly on Form 8-K, and information concerning distributions made on the Investor Certificates is contained in payment date statements prepared by the Servicer and also filed on Form 8-K. The Servicer has prepared a report that sets forth, with respect to certain of the items reported on monthly in the monthly Servicer's reports, the aggregate amount of such items for the full year 2001 or, as applicable, the amount of such items as of December 25, 2001. This annual report is filed herewith as Exhibit 99.3.
Item 2.
Item 2. Properties
See Exhibit 99.3.
Item 3.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee, the Trust Assets, the Servicer or the Originators, exclusive of ordinary routine litigation incidental to the Trustee's, Servicer's or Originators' duties under the Agreement.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) To the best knowledge of the Registrant, there is no established public trading market for the Investor Certificates.
(b) The Investor Certificates, representing investors' interests in the Trust, were delivered in book-entry form through the facilities of the Depository Trust Company ("DTC") and the nominee for DTC, Cede & Co., is the sole registered holder of the Investor Certificates.
(c) Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Not applicable.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
See Exhibit 99.3.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
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Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Investor Certificates were delivered in book-entry form through the facilities of DTC. As a consequence, the nominee for DTC, Cede & Co., is the sole registered holder of Investor Certificates. An investor holding an interest in the Trust is not entitled to receive a certificate representing such interest except in limited circumstances. Cede & Co. holds the Investor Certificate on behalf of brokers, dealers, banks and other direct participants in the DTC system. DTC participants may own Investor Certificates for their own account or hold them for the accounts of their customers. As of March 8, 2002 the following direct DTC participants held positions in Investor Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Investor Certificates of each class of each Series outstanding on that date:
Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 1997-1 6.40% ASSET BACKED CERTIFICATES: JP Morgan Chase Bank $229,514,000 26.5% The Bank of New York $104,540,000 12.1% Bankers Trust Company, N.A. $71,573,000 8.3% Citibank, N.A. $49,165,000 5.7% Boston Safe Deposit and Trust Company $48,045,000 5.6%
CLASS B SERIES 1997-1 6.55% ASSET BACKED CERTIFICATES: JP Morgan Chase Bank $19,200,000 32.0% The Bank of New York $19,000,000 31.7% State Street Bank and Trust Company $15,650,000 26.1%
CLASS A SERIES 1998-1 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase Bank $303,480,000 36.8% Citibank, N.A. $200,810,000 24.3% Bankers Trust Company, N.A. $142,020,000 17.2%
CLASS B SERIES 1998-1 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase Bank/ CCSG $30,000,000 37.5% Lehman Brothers Bank, FSB $18,000,000 22.5% The Bank of New York $12,000,000 15.0% Bankers Trust Company, N.A. $10,000,000 12.5% JP Morgan Chase Bank $10,000,000 12.5%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 1999-1 5.60% ASSET BACKED CERTIFICATES: Bankers Trust Company, N.A. $161,963,000 18.7% JP Morgan Chase Bank $121,390,000 14.0% State Street Bank and Trust Company $113,800,000 13.2% Boston Safe Deposit and Trust Company $107,001,000 12.4% The Bank of New York $51,052,000 5.9% The Northern Trust Company $48,045,000 5.6%
CLASS B SERIES 1999-1 5.85% ASSET BACKED CERTIFICATES: The Bank of New York $37,500,000 62.5% JP Morgan Chase Bank $17,000,000 28.3%
CLASS A SERIES 1999-2 5.95% ASSET BACKED CERTIFICATES: Boston Safe Deposit and Trust Company $62,127,000 14.4% The Bank of New York $59,300,000 13.7% State Street Bank and Trust Company $57,640,000 13.3% Bankers Trust Company, N.A. $55,379,000 12.8% JP Morgan Chase Bank $52,799,000 12.2% Citibank, N.A. $30,500,000 6.9% BT/Suntrust Portfolio $28,084,000 6.5%
CLASS B SERIES 1999-2 6.10% ASSET BACKED CERTIFICATES: JP Morgan Chase Bank $16,000,000 53.3% The Bank of New York $9,800,000 32.7% Brown Brothers Harriman & Co. $4,200,000 14.0%
CLASS A SERIES 1999-3 FLOATING RATE ASSET BACKED CERTIFICATES: The Bank of New York $371,850,000 45.1% State Street Bank and Trust Company $202,560,000 24.6% Bankers Trust Company, N.A. $92,590,000 11.2% Boston Safe, Deposit and Trust Company $90,300,000 10.9%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS B SERIES 1999-3 FLOATING RATE ASSET BACKED CERTIFICATES: Bank One Trust Company, N.A. $25,000,000 31.2% JP Morgan Chase Bank, CCSG $25,000,000 31.2% JP Morgan Chase Bank $20,000,000 25.0% Brown Brothers Harriman & Co. $5,000,000 6.2% Citibank, N.A. $5,000,000 6.2%
CLASS A SERIES 1999-4 FLOATING RATE ASSET BACKED CERTIFICATES: The Northern Trust Company $116,000,000 28.1% Boston Safe Deposit and Trust Company $91,400,000 22.1% JP Morgan Chase Bank $65,945,000 15.9% The Bank of New York $51,100,000 12.4% Deutsche Bank A.G., New York Branch $40,000,000 9.7% State Street Bank and Trust Company $23,000,000 5.6%
CLASS B SERIES 1999-4 FLOATING RATE ASSET BACKED CERTIFICATES: Bank One Trust Company, N.A. $30,000,000 75.0% JP Morgan Chase Bank $10,000,000 25.0%
CLASS A SERIES 1999-5 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank and Trust Company $273,600,000 66.3% Citibank, N.A. $113,000,000 27.4%
CLASS B SERIES 1999-5 FLOATING RATE ASSET BACKED CERTIFICATES: Mizuho Trust and Banking Co. (USA) $20,000,000 50.0% JP Morgan Chase Bank $13,000,000 32.5% Deutsche Banc Alex. Brown Inc. $4,000,000 10.0%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 1999-6 FLOATING RATE ASSET BACKED CERTIFICATES: The Northern Trust Company $132,930,000 32.2% State Street Bank and Trust Company $81,750,000 19.8% Deutsche Bank A.G., New York Branch $51,250,000 12.4% The Bank of New York $44,500,000 10.8% Investors Bank and Trust Company $32,000,000 7.6% Brown Brothers Harriman & Co. $27,100,000 6.6% Citibank, N.A. $21,250,000 5.2%
CLASS B SERIES 1999-6 FLOATING RATE ASSET BACKED CERTIFICATES: Citibank, N.A. $25,000,000 62.5% JP Morgan Chase Bank $15,000,000 37.5%
CLASS A SERIES 2000-1 7.20% ASSET BACKED CERTIFICATES: Bankers Trust Company, N.A. $63,795,000 14.8% JP Morgan Chase Bank $63,430,000 14.7% State Street Bank - Trust Custody $35,720,000 8.3% The Bank of New York $35,420,000 8.2% The Northern Trust Company $34,859,000 8.1% Boston Safe Deposit and Trust Company $34,710,000 8.0% State Street Bank and Trust Company $26,580,000 6.1% FUNB - Philadelphia Main $21,800,000 5.0%
CLASS B SERIES 2000-1 7.40% ASSET BACKED CERTIFICATES: State Street Bank and Trust Company $14,000,000 46.7% JP Morgan Chase Bank $6,850,000 22.8% Citibank, N.A. $5,000,000 16.7% State Street Bank - Bank Portfolio $3,325,000 11.1%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 2000-2 FLOATING RATE ASSET BACKED CERTFICATES: State Street Bank and Trust Company $172,325,000 41.8% JP Morgan Chase Bank $133,400,000 32.3% Bankers Trust Company, N.A. $46,025,000 11.2% Boston Safe Deposit and Trust Company $21,400,000 5.2%
CLASS B SERIES 2000-2 FLOATING RATE ASSET BACKED CERTFICATES: Bankers Trust Company, N.A. $25,000,000 62.5% Bank One Trust Company, N.A. $13,000,000 32.5% The Northern Trust Company $2,000,000 5.0%
CLASS A SERIES 2000-3 FLOATING RATE ASSET BACKED CERTFICATES: State Street Bank and Trust Company $306,000,000 37.1% Boston Safe Deposit and Trust Company $246,900,000 29.9% JP Morgan Chase Bank $82,740,000 10.0% Citibank, N.A. $76,800,000 9.3%
CLASS B SERIES 2000-3 FLOATING RATE ASSET BACKED CERTFICATES: Mizuho Trust and Banking Co. (USA) $30,000,000 37.5% JP Morgan Chase Bank $22,500,000 28.1% Bank One Trust Company, N.A. $15,000,000 18.8% Bank of Tokyo - Mitsubishi Trust Company $10,000,000 12.5%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 2000-4 FLOATING RATE ASSET BACKED CERTFICATES: Bank of Tokyo - Mitsubishi Trust Company $1,000,000,000 100%
CLASS B SERIES 2000-4 FLOATING RATE ASSET BACKED CERTFICATES: JP Morgan Chase Bank $48,970,000 50.5% Bank of Tokyo - Mitsubishi Trust Company $48,000,000 49.5% CLASS A SERIES 2000-5 FLOATING RATE ASSET BACKED CERTFICATES: Boston Safe Deposit and Trust Company $195,000,000 30.0% State Street Bank and Trust Company $167,325,000 25.7% Merrill Lynch, Pierce, Fenner & Smith Safekeeping $95,000,000 14.6% The Northern Trust Company $72,000,000 11.1% JP Morgan Chase Bank $48,500,000 7.5%
CLASS B SERIES 2000-5 FLOATING RATE ASSET BACKED CERTFICATES: JP Morgan Chase Bank $27,030,000 42.9% Bank One Trust Company, N.A. $14,000,000 22.2% Barclays Capital Inc./ Barclays Capital Inc. Fixed Income $12,000,000 19.0% Citibank, N.A. $10,000,000 15.9%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 2001-1 FLOATING RATE ASSET BACKED CERTFICATES: State Street Bank and Trust Company $229,000,000 37.0% Boston Safe Deposit and Trust Company $132,000,000 21.3% JP Morgan Chase Bank $130,000,000 21.0% Bankers Trust Company, N.A. $70,000,000 11.3% Citibank, N.A. $36,750,000 5.9%
CLASS B SERIES 2001-1 FLOATING RATE ASSET BACKED CERTFICATES: Merrill Lynch, Pierce, Fenner & Smith Safekeeping $20,000,000 33.3% The Bank of New York $10,000,000 16.7% Bankers Trust Company, N.A. $10,000,000 16.7% Bank of Tokyo - Mitsubishi Trust Company $10,000,000 16.7% JP Morgan Chase Bank $10,000,000 16.7%
CLASS A SERIES 2001-2 5.53% ASSET BACKED CERTFICATES: Boston Safe Deposit and Trust Company $53,400,000 24.7% State Street Bank and Trust Company $38,765,000 17.9% The Bank of New York $25,645,000 11.9% Bankers Trust Company, N.A. $22,350,000 10.3% JP Morgan Chase Bank $21,985,000 10.2% The Northern Trust Company $11,955,000 5.5%
CLASS B SERIES 2001-2 5.83% ASSET BACKED CERTFICATES: JP Morgan Chase Bank $13,000,000 86.7% State Street Bank - Bank Portfolio $2,000,000 13.3%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS A SERIES 2001-3 FLOATING RATE ASSET BACKED CERTFICATES: State Street Bank and Trust Company $199,250,000 32.3% The Northern Trust Company $115,000,000 18.6% Bankers Trust Company, N.A. $100,000,000 16.2% JP Morgan Chase Bank $65,000,000 10.5% Boston Safe Deposit and Trust Company $64,000,000 10.3% Harris Trust and Savings Bank $35,000,000 5.7%
CLASS B SERIES 2001-3 FLOATING RATE ASSET BACKED CERTFICATES: Mizuho Trust and Banking Co. (USA) $20,000,000 33.3% The Bank of New York $10,000,000 16.7% Bankers Trust Company, N.A. $10,000,000 16.7% Bank One Trust Company, N.A. $10,000,000 16.7% Boston Safe Deposit and Trust Company $10,000,000 16.7%
CLASS A SERIES 2001-4 FLOATING RATE ASSET BACKED CERTFICATES: Boston Safe Deposit and Trust Company $189,000,000 31.6% Bankers Trust Company, N.A. $96,498,000 16.1% The Northern Trust Company $92,100,000 15.4% Merrill Lynch, Pierce, Fenner & Smith Safekeeping $52,309,122 8.7% Citibank, N.A. $45,000,000 7.5% JP Morgan Chase Bank $30,000,000 5.0%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS B SERIES 2001-4 FLOATING RATE ASSET BACKED CERTFICATES: Bank of Tokyo - Mitsubishi Trust Company $18,000,000 31.0% Bank One Trust Company, N.A. $15,000,000 25.9% Bankers Trust Company, N.A. $15,000,000 25.9% The Bank of New York $10,000,000 17.2%
CLASS A SERIES 2001-5 FLOATING RATE ASSET BACKED CERTFICATES: Citibank, N.A. $125,500,000 30.3% JP Morgan Chase Bank/ Correspondence Clearing Services $55,000,000 13.3% Harris Trust and Savings Bank $50,000,000 12.1% State Street Bank and Trust Company $39,825,000 9.7% USBNA/Trust Company $29,750,000 7.2% Brown Brothers Harriman & Co. $25,000,000 6.1% FUNB - Main Philadelphia $25,000,000 6.1%
CLASS B SERIES 2001-5 FLOATING RATE ASSET BACKED CERTFICATES: Mizuho Trust and Banking Co. (USA) $20,000,000 50.0% JP Morgan Chase Bank $13,000,000 32.5% The Bank of New York $7,000,000 17.5%
CLASS A SERIES 2001-6 FLOATING RATE ASSET BACKED CERTFICATES: Merrill Lynch, Pierce, Fenner & Smith Safekeeping $125,500,000 21.7% JP Morgan Chase Bank $125,000,000 21.6% Bankers Trust Company, N.A. $100,000,000 17.3% The Northern Trust Company $95,000,000 16.4% Boston Safe Deposit and Trust Company $62,000,000 10.7%
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Principal Amount of Percent Name Certificates of Class ---- ------------ -------- CLASS B SERIES 2001-6 FLOATING RATE ASSET BACKED CERTFICATES: JP Morgan Chase Bank $30,800,000 55.0% Bankers Trust Company, N.A. $20,000,000 35.7% Brown Brothers Harriman & Co. $5,200,000 9.3%
CLASS A SERIES 2001-7 FLOATING RATE ASSET BACKED CERTFICATES: Merrill Lynch, Pierce, Fenner & Smith Safekeeping $233,000,000 43.4% JP Morgan Chase Bank/ CCSG $111,500,000 20.8% JP Morgan Chase Bank $70,000,000 13.1% Citibank, N.A. $40,000,000 7.5%
CLASS B SERIES 2001-7 FLOATING RATE ASSET BACKED CERTFICATES: Bank of New York $15,000,000 28.8% JP Morgan Chase Bank $15,000,000 28.8% Bankers Trust Company, N.A. $12,000,000 23.1% Bank of Tokyo - Mitsubishi Trust Company $10,000,000 19.2%
CLASS A SERIES 2002-1 FLOATING RATE ASSET BACKED CERTFICATES: Bankers Trust Company, N.A. $30,000,000 40.8% JP Morgan Chase Bank $17,600,000 23.9% The Bank of New York $14,000,000 19.0% JP Morgan Chase Bank/ CCSG 2 $12,000,000 16.3%
CLASS B SERIES 2002-1 FLOATING RATE ASSET BACKED CERTFICATES: JP Morgan Chase Bank $344,950,000 45.4% Citibank, N.A. $165,000,000 21.7% The Bank of New York $120,700,000 15.9%
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The address of each of the above participants is:
c/o The Depository Trust Company 55 Water Street New York, New York 10041
(b) Not applicable.
(c) Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Bank of New York acts as Trustee under the Agreement.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements:
1. Annual Servicing Statement Delivered to the Trustee (filed as Exhibit 99.1).
2. Annual Accountant's Report of Ernst & Young LLP (filed as Exhibit 99.2).
3. Annual Report containing Aggregate Information for the Fiscal Year (filed as Exhibit 99.3).
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K since March 30, 2001:
1. Form 8-K, dated March 23, 2001, attaching the Series 2001-2 Supplement, dated as of March 23, 2001, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996 and announcing that on March 23, 2001, the American Express Credit Account Master Trust issued Class A 5.53% Asset Backed Certificates, Series 2001-2 and Class B 5.83% Asset Backed Certificates, Series 2001-2.
2. Form 8-K, dated March 30, 2001, attaching the Series 2001-3 Supplement, dated as of April 3, 2001, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, also attaching the First Amendment to the Pooling and Servicing Agreement, dated as of March 30, 2001, amending the Pooling and Servicing Agreement, dated as of May 16, 1996.
3. Form 8-K, dated April 9, 2001, attaching the Series Term Sheet, dated April 9, 2001, which sets forth the proposed issuances of the Class A Floating Rate Asset Backed Certificates, Series 2001-4, and the Class B Floating Rate Asset Backed Certificates, Series 2001-4, of the American Express Credit Account Master Trust.
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4. Form 8-K, dated April 16, 2001, attaching the Monthly Servicer's Certificate for the due period February 25, 2001 through March 26, 2001.
5. Form 8-K, dated April 19, 2001, attaching the Series 2001-4 Supplement, dated as of April 19, 2001, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996.
6. Form 8-K, dated April 30, 2001, attaching the Series Term Sheet, dated April 30, 2001, which sets forth the proposed issuances of the Class A Floating Rate Asset Backed Certificates, Series 2001-5, and the Class B Floating Rate Asset Backed Certificates, Series 2001-5, of the American Express Credit Account Master Trust.
7. Form 8-K, dated May 9, 2001, attaching the Series 2001-5 Supplement, dated as of May 9, 2001, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996.
8. Form 8-K, dated May 15, 2001, attaching the Monthly Servicer's Certificate for the due period March 27, 2001 through April 25, 2001.
9. Form 8-K, dated June 4, 2001, attaching the Series Term Sheet, dated June 4, 2001, which sets forth the proposed issuances of the Class A Floating Rate Asset Backed Certificates, Series 2001-6, and the Class B Floating Rate Asset Backed Certificates, Series 2001-6, of the American Express Credit Account Master Trust.
10. Form 8-K, dated June 12, 2001, attaching the Series 2001-6 Supplement, dated as of June 12, 2001, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996.
11. Form 8-K, dated June 15, 2001, attaching the Monthly Servicer's Certificate for the due period from April 26, 2001 through May 25, 2001.
12. Form 8-K, dated July 16, 2001, attaching the Monthly Servicer's Certificate for the due period May 26, 2001 through June 24, 2001.
13. Form 8-K, dated August 15, 2001, attaching the Monthly Servicer's Certificate for the due period June 25, 2001 through July 25, 2001.
14. Form 8-K, dated August 13, 2001, attaching the Series Term Sheet, dated August 13, 2001, which sets forth the proposed issuances of the Class A Floating Rate Asset Backed Certificates, Series 2001-7, and the Class B Floating Rate Asset Backed Certificates, Series 2001-7, of the American Express Credit Account Master Trust.
15. Form 8-K, dated July 18, 2001, attaching Assignment No. 7 of Receivables in Additional Accounts, dated as of July 18, 2001, among American Express Centurion Bank, American Express Receivables Financing Corporation II and The Bank of New York.
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16. Form 8-K, dated August 21, 2001, attaching Series 2001-7 Supplement, dated as of August 21, 2001, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, and announcing that on August 21, 2001, the American Express Credit Account Master Trust issued Class A Floating Rate Asset Backed Certificates, Series 2001-7 and Class B Floating Rate Asset Backed Certificates, Series 2001-7.
17. Form 8-K, dated September 17, 2001, attaching the Monthly Servicer's Certificate for the due period July 26, 2001 through August 24, 2001.
18. Form 8-K, dated October 15, 2001, attaching the Monthly Servicer's Certificate for the due period August 25, 2001 through September 24, 2001.
19. Form 8-K, dated November 15, 2001, attaching the Monthly Servicer's Certificate for the due period September 25, 2001 through October 25, 2001.
20. Form 8-K, dated December 17, 2001, attaching the Monthly Servicer's Certificate for the due period October 26, 2001 through November 25, 2001.
21. Form 8-K, dated January 15, 2002, attaching the Monthly Servicer's Certificate for the due period November 26, 2001 through December 25, 2001.
22. Form 8-K, dated January 25, 2002, attaching Assignment No. 8 of Receivables in Additional Accounts, dated as of January 25, 2002, among American Express Centurion Bank, American Express Receivables Financing Corporation II and The Bank of New York.
23. Form 8-K, dated February 11, 2002, attaching the Series Term Sheet, dated February 11, 2002, which sets forth the proposed issuances of the Class A Floating Rate Asset Backed Certificates, Series 2002-1, and the Class B Floating Rate Asset Backed Certificates, Series 2002-1, of the American Express Credit Account Master Trust.
24. Form 8-K, dated February 15, 2002, attaching the Monthly Servicer's Certificate for the due period December 26, 2001 through January 25, 2002.
25. Form 8-K, dated February 21, 2002, attaching the Series 2002-1 Supplement, dated as of February 21, 2002, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996 and announcing that on February 21, 2002, the American Express Credit Account Master Trust issued Class A Floating Rate Asset Backed Certificates, Series 2002-1 and Class B Floating Rate Asset Backed Certificates, Series 2002-1.
26. Form 8-K, dated March 15, 2002, attaching the Monthly Servicer's Certificate for the due period January 26, 2002 through February 24, 2002.
(c) Exhibits:
4.1 Pooling and Servicing Agreement, dated as of May 16, 1996 (incorporated by reference to Exhibit 4.1 of Form 8-A12G filed by registrant on May 30, 1996, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement, dated as of March 30, 2001, amending the Pooling and Servicing Agreement, dated as of May 16, 1996 (incorporated by reference to Exhibit 5.2 of Form 8-K, dated as of March 30, 2001, File No. 000-20787).
4.3 Supplemental Assumption Agreement, dated as of June 27, 1996, between American Express Centurion Bank, as Assignor, and American Express Deposit Corporation, as Assignee, with respect to the Pooling and Servicing Agreement Governing the American Express Credit Account Master Trust (incorporated by reference to Exhibit 4.3 of Form 8-K, dated as of July 15, 1996, File No. 000-20787).
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4.4 Assignment No. 1 of Receivables in Additional Accounts, dated as of August 7, 1997, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K, dated as of August 15, 1997, File No. 000-20787).
4.5 Assignment No. 3 of Receivables in Additional Accounts, dated as of September 13, 1999, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.1 of Form 8-K, dated as of September 1, 1999, File No. 000-20787).
4.6 Assignment No. 4 of Receivables in Additional Accounts, dated as of May 19, 2000, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of May 19, 2000, File No. 000-20787).
4.7 Assignment No. 5 of Receivables in Additional Accounts, dated as of August 8, 2000, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of August 8, 2000, File No. 000-20787).
4.8 Assignment No. 6 of Receivables in Additional Accounts, dated as of March 2, 2001, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of March 27, 2001, File No. 000-20787).
4.9 Assignment No. 7 of Receivables in Additional Accounts, dated as of July 18, 2001, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of July 18, 2001, File No. 000-20787).
4.10 Assignment No. 8 of Receivables in Additional Accounts, dated as of January 25, 2002, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of January 25, 2002, File No. 000-20787).
4.11 Supplemental Conveyance No. 1, dated as of August 7, 1997, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 20.3 of Form 8-K, dated as of August 15, 1997, File No. 000-20787).
4.12 Supplemental Conveyance No. 3, dated as of September 13, 1999, by and between American Express Credit Corporation, as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.2 of Form 8-K, dated as of September 21, 1999, File No. 000-20787).
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4.13 Supplemental Conveyance No. 4, dated as of May 19, 2000, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.02 of Form 8-K, dated as of May 19, 2000, File No. 000-20787).
4.14 Supplemental Conveyance No. 5, dated as of August 8, 2000, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.02 of Form 8-K, dated as of August 8, 2000, File No. 000-20787).
4.15 Supplemental Conveyance No. 6, dated as of March 2, 2001, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.02 of Form 8-K, dated as of March 27, 2001, File No. 000-20787).
4.16 Series 1997-1 Supplement to the Pooling and Servicing Agreement, dated as of August 28, 1997 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of September 16, 1997, File No. 000-20787).
4.17 Series 1998-1 Supplement to the Pooling and Servicing Agreement, dated as of June 23, 1998 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of July 15, 1998, File No. 000-20787).
4.18 Series 1999-1 Supplement to the Pooling and Servicing Agreement, dated as of April 21, 1999 (incorporated by reference to Exhibit 4.1 of Form 8-A12G, dated as of April 21, 1999, File No. 000-20787).
4.19 Series 1999-2 Supplement to the Pooling and Servicing Agreement, dated as of May 19, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of May 19, 1999, File No. 000-20787).
4.20 Series 1999-3 Supplement to the Pooling and Servicing Agreement, dated as of May 19, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G, dated as of May 19, 1999, File No. 000-20787).
4.21 Series 1999-4 Supplement to the Pooling and Servicing Agreement, dated as of August 17, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of August 17, 1999, File No. 000-20787).
4.22 Series 1999-5 Supplement to the Pooling and Servicing Agreement, dated as of August 17, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G, dated as of August 17, 1999, File No. 000-20787).
4.23 Series 1999-6 Supplement to the Pooling and Servicing Agreement, dated as of September 16, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of September 16, 1999, File No. 000-20787).
4.24 Series 2000-1 Supplement to the Pooling and Servicing Agreement, dated as of February 16, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of February 16, 2000, File No. 000-20787).
4.25 Series 2000-2 Supplement to the Pooling and Servicing Agreement, dated as of February 16, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of February 16, 2000, File No. 000-20787).
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4.26 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated as of May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of May 3, 2000, File No. 000-20787).
4.27 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated as of June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of June 22, 2000, File No. 000-20787).
4.28 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated as of September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of September 15, 2000, File No. 000-20787).
4.29 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated as of February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of February 23, 2001, File No. 000-20787).
4.30 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated as of March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of March 23, 2001, File No. 000-20787).
4.31 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated as of April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of March 30, 2001, File No. 000-20787).
4.32 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated as of April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of April 19, 2001, File No. 000-20787).
4.33 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated as of May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of May 9, 2001, File No. 000-20787).
4.34 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated as of June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of June 12, 2001, File No. 000-20787).
4.35 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated as of August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of August 21, 2001, File No. 000-20787).
4.36 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated as of February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of February 21, 2002, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference to Exhibit 10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No. 33-95784).
24.1 Power of Attorney for American Express Centurion Bank.
24.2 Power of Attorney for American Express Receivables Financing Corporation II.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for the Fiscal Year.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
AMERICAN EXPRESS CENTURION BANK, Co-Originator of the Trust and Registrant
By: /s/ Daniel L. Follett ------------------------------------ Daniel L. Follett Chief Financial Officer (Principal Accounting Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated.
* - -------------------------------- Ashwini Gupta Director and Chairman
* - -------------------------------- David E. Poulsen Director, President and Chief Executive Officer * -------------------------------- Maria J. Garciaz Director
* - -------------------------------- Bill Isaac Director
* - -------------------------------- Peter A. Lefferts Director
* - -------------------------------- Raymond F. Pettit Director
* - -------------------------------- Frank L. Skillern Director
* - -------------------------------- Jay Stevelman Director
* - -------------------------------- Roslyn M. Watson Director
* By: /s/ John Hobby ------------------------ John Hobby Attorney-in-Fact
Dated: March 28, 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, Co-Originator of the Trust and Registrant
By: /s/ Leslie R. Scharfstein ---------------------------------------- Leslie R. Scharfstein President
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated.
* - ------------------------------------ Leslie R. Scharfstein President (Principal Executive Officer)
* - ------------------------------------ John D. Koslow Vice President and Treasurer (Principal Finance Officer and Principal Accounting Officer) Director * - ------------------------------------ Donald J. Puglisi Director
* - ------------------------------------ Jay B. Stevelman Director
* By: /s/ Leslie R. Scharfstein ------------------------------ Leslie R. Scharfstein Attorney-in-Fact
Dated: March 28, 2002
EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report or, where indicated, were heretofore filed and are hereby incorporated by reference (* indicates exhibits electronically filed herewith).
4.1 Pooling and Servicing Agreement, dated as of May 16, 1996 (incorporated by reference to Exhibit 4.1 of Form 8-A12G filed by registrant on May 30, 1996, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement, dated as of March 30, 2001, amending the Pooling and Servicing Agreement, dated as of May 16, 1996 (incorporated by reference to Exhibit 5.2 of Form 8-K, dated as of March 30, 2001, File No. 000-20787).
4.3 Supplemental Assumption Agreement, dated as of June 27, 1996, between American Express Centurion Bank, as Assignor, and American Express Deposit Corporation, as Assignee, with respect to the Pooling and Servicing Agreement Governing the American Express Credit Account Master Trust (incorporated by reference to Exhibit 4.3 of Form 8-K, dated of as July 15, 1996, File No. 000-20787).
4.4 Assignment No. 1 of Receivables in Additional Accounts, dated as of August 7, 1997, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K, dated as of August 15, 1997, File No. 000-20787).
4.5 Assignment No. 3 of Receivables in Additional Accounts, dated as of September 13, 1999, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.1 of Form 8-K, dated as of September 1, 1999, File No. 000-20787).
4.6 Assignment No. 4 of Receivables in Additional Accounts, dated as of May 19, 2000, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of May 19, 2000, File No. 000-20787).
4.7 Assignment No. 5 of Receivables in Additional Accounts, dated as of August 8, 2000, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of August 8, 2000, File No. 000-20787).
4.8 Assignment No. 6 of Receivables in Additional Accounts, dated as of March 2, 2001, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of March 27, 2001, File No. 000-20787).
4.9 Assignment No. 7 of Receivables in Additional Accounts, dated as of July 18, 2001, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of July 18, 2001, File No. 000-20787).
4.10 Assignment No. 8 of Receivables in Additional Accounts, dated as of January 25, 2002, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K, dated as of January 25, 2002, File No. 000-20787).
4.11 Supplemental Conveyance No. 1, dated as of August 7, 1997, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 20.3 of Form 8-K, dated as of August 15, 1997, File No. 000-20787).
4.12 Supplemental Conveyance No. 3, dated as of September 13, 1999, by and between American Express Credit Corporation, as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.2 of Form 8-K, dated as of September 21, 1999, File No. 000-20787).
4.13 Supplemental Conveyance No. 4, dated as of May 19, 2000, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.02 of Form 8-K, dated as of May 19, 2000, File No. 000-20787).
4.14 Supplemental Conveyance No. 5, dated as of August 8, 2000, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.02 of Form 8-K, dated as of May 19, 2000, File No. 000-20787).
4.15 Supplemental Conveyance No. 6, dated as of March 2, 2001, by and between American Express Credit Corporation as seller, and American Express Receivables Financing Corporation II, as purchaser (incorporated by reference to Exhibit 99.02 of Form 8-K, dated as of March 27, 2001, File No. 000-20787).
4.16 Series 1997-1 Supplement to the Pooling and Servicing Agreement, dated as of August 28, 1997 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of September 16, 1997, File No. 000-20787).
4.17 Series 1998-1 Supplement to the Pooling and Servicing Agreement, dated as of June 23, 1998 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of July 15, 1998, File No. 000-20787).
4.18 Series 1999-1 Supplement to the Pooling and Servicing Agreement, dated as of April 21, 1999 (incorporated by reference to Exhibit 4.1 of Form 8-A12G, dated as of April 21, 1999, File No. 000-20787).
4.19 Series 1999-2 Supplement to the Pooling and Servicing Agreement, dated as of May 19, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of May 19, 1999, File No. 000-20787).
4.20 Series 1999-3 Supplement to the Pooling and Servicing Agreement, dated as of May 19, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G, dated as of May 19, 1999, File No. 000-20787).
4.21 Series 1999-4 Supplement to the Pooling and Servicing Agreement, dated as of August 17, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of August 17, 1999, File No. 000-20787).
4.22 Series 1999-5 Supplement to the Pooling and Servicing Agreement, dated as of August 17 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G, dated as of August 17, 1999, File No. 000-20787).
4.23 Series 1999-6 Supplement to the Pooling and Servicing Agreement, dated as of September 16, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of September 16, 1999, File No. 000-20787).
4.24 Series 2000-1 Supplement to the Pooling and Servicing Agreement, dated as of February 16, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of February 16, 2000, File No. 000-20787).
4.25 Series 2000-2 Supplement to the Pooling and Servicing Agreement, dated as of February 16, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of February 16, 2000, File No. 000-20787).
4.26 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated as of May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of May 3, 2000, File No. 000-20787).
4.27 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated as of June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of June 22, 2000, File No. 000-20787).
4.28 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated as of September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated as of September 15, 2000, File No. 000-20787).
4.29 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated as of February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of February 23, 2001, File No. 000-20787).
4.30 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated as of March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of March 23, 2001, File No. 000-20787).
4.31 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated as of April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of March 30, 2001, File No. 000-20787).
4.32 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated as of April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of April 19, 2001, File No. 000-20787).
4.33 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated as of May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of May 9, 2001, File No. 000-20787).
4.34 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated as of June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of June 12, 2001, File No. 000-20787).
4.35 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated as of August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of August 21, 2001, File No. 000-20787).
4.36 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated as of February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of February 21, 2002, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference to Exhibit 10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No. 33-95784).
24.1* Power of Attorney for American Express Centurion Bank.
24.2* Power of Attorney for American Express Receivables Financing Corporation II.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.