Item 1. Business
Not Applicable.
Item 2.
Item 2. Properties
The American Express Credit Account Master Trust (the "trust") was formed pursuant to a pooling and servicing agreement, dated as of May 16, 1996, among American Express Receivables Financing Corporation II ("RFC II") and American Express Centurion Bank ("Centurion"), each as an originator and transferor, American Express Travel Related Services Company, Inc. ("TRS"), as servicer, and The Bank of New York, as trustee. As of the close of business on April 16, 2004, Centurion sold a portion of its credit account portfolio to its affiliate, American Express Bank, FSB ("FSB"). In connection with this sale and as permitted by the pooling and servicing agreement, the pooling and servicing agreement was amended and restated as of April 16, 2004 to designate FSB as an account owner with respect to the trust, to substitute Centurion's wholly owned subsidiary, American Express Receivables Financing Corporation III LLC ("RFC III"), as a transferor to the trust in place of Centurion, and to add FSB's wholly owned subsidiary, American Express Receivables Financing Corporation IV LLC ("RFC IV"), as a transferor to the trust. RFC III and RFC IV assumed the obligations of a transferor of the trust.
At the time of such amendment, Centurion entered into a receivables purchase agreement with RFC III and FSB entered into a receivables purchase agreement with RFC IV. Under the receivables purchase agreements, each of Centurion and FSB sold its existing right, title and interest in, and on an ongoing basis will sell, the receivables in the accounts designated to the trust owned by Centurion and FSB to RFC III and RFC IV, respectively. RFC III and RFC IV, as transferors under the pooling and servicing agreement, in turn transfer the receivables to the trust.
RFC II, a Delaware corporation, is a wholly owned subsidiary of TRS. It was incorporated on August 7, 1995. Its principal office is located at 200 Vesey Street, New York, New York, 10285. RFC II in the past purchased receivables from TRS, which were then transferred to the Trust. RFC II does not currently purchase receivables.
RFC III, a special purpose Delaware limited liability company, is a wholly owned subsidiary of Centurion. It operates under the terms of a limited liability company agreement, dated as of March 10, 2004. Its principal office is located at 4315 South 2700 West, Salt Lake City, Utah, 84184. RFC III purchases receivables in the designated accounts from Centurion, which it then transfers to the trust. 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 was a Utah-chartered, FDIC-insured industrial loan company. The surviving institution was renamed American Express Centurion Bank. Its principal office is located at 4315 South 2700 West, Salt Lake City, Utah, 84184.
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RFC IV, a special purpose Delaware limited liability company, is a wholly owned subsidiary of FSB. It operates under the terms of a limited liability company agreement, dated as of March 10, 2004. Its principal office is located at 4315 South 2700 West, Salt Lake City, Utah, 84184. RFC IV purchases receivables in the designated accounts from FSB, which it then transfers to the trust. American Express Bank, FSB was chartered by the Office of Thrift Supervision under the laws of the United States of America as a federal savings bank in 2000 and received FDIC insurance in 2000. Its principal office is located at 4315 South 2700 West.
TRS, the servicer, 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, 10285.
The trust was formed for the purpose of acquiring and holding the trust assets and from time to time issuing asset-backed certificates under the pooling and servicing agreement and one or more supplements thereto, 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 has 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 generated from transactions made by persons who are holders of consumer American Express revolving credit card accounts issued by Centurion or FSB, whether branded "Optima" Card accounts, "Blue" from American Express or otherwise, Optima Line of Credit accounts and Sign & Travel(R)/Extended Payment Option revolving credit accounts or features. Cards issued by Centurion and FSB are currently accepted worldwide, and may be used for the purchase of merchandise and services. The Sign & Travel/Extended Payment Option is currently available only to holders of American Express Card, American Express Gold Card, Platinum Card and Centurion Card accounts.
Each transferor selects the accounts to be designated to the trust on the basis of criteria established in the pooling and servicing agreement. All receivables in the accounts when designated to the trust were transferred to the trust and all new receivables generated in those accounts have been and will be transferred automatically to the trust. The trust assets also include 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 account owner acts as a guarantor with respect to any payments on the certificates, and neither the trustee nor the holders of the certificates have general recourse against any account owner or the assets of any account owner. Instead the trustee's and the certificateholders' only recourse in any action seeking to collect amounts owing under the certificates is against, and limited to, the trust assets.
The receivables 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").
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TRS services the receivables under the pooling and servicing agreement. In limited cases, it may resign or be removed, and either the trustee or a third party may be appointed as the new servicer. The servicer receives collections on the receivables, deposits those collections in a collection account and keeps track of those collections for finance charge receivables and principal receivables. The servicer allocates the collections as required by the pooling and servicing agreement and each supplement.
Each series of investor certificates belongs to a certain group of series (each, a "group"). The series included in a particular group share a common distribution date and other terms, and certain cash collections may be allocated among the series within a group. The pooling and servicing 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 prescribes the manner in which collections are allocated among series.
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 receivables 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. For each series, the supplement relating to such series governs the terms and timing of payment of interest and principal and the allocations of collections of receivables among the various series within such series' group and among series in a different group.
The trust may not engage in any business activity other than acquiring and holding the trust assets, issuing certificates, making payments on certificates and related activities. Pursuant to the pooling and servicing agreement, the trustee holds the trust assets in trust for the benefit of the holders of the certificates, and TRS or any successor servicer is responsible for the administration and servicing of the receivables. The trust does not have any source of capital resources other than the trust assets. The trust is formed under and administered in accordance with the laws of the State of New York.
The trust has 54 classes of investor certificates outstanding:
. 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");
. 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");
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. 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");
. 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");
. Class A Series 2002-2 Floating Rate Asset Backed Certificates and Class B Series 2002-2 Floating Rate Asset Backed Certificates (collectively, the "Series 2002-2 Certificates");
. Class A Series 2002-3 Floating Rate Asset Backed Certificates and Class B Series 2002-3 Floating Rate Asset Backed Certificates (collectively, the "Series 2002-3 Certificates");
. Class A Series 2002-4 Floating Rate Asset Backed Certificates and Class B Series 2002-4 Floating Rate Asset Backed Certificates (collectively, the "Series 2002-4 Certificates");
. Class A Series 2002-5 Floating Rate Asset Backed Certificates and Class B Series 2002-5 Floating Rate Asset Backed Certificates (collectively, the "Series 2002-5 Certificates");
. Class A Series 2002-6 Floating Rate Asset Backed Certificates and Class B Series 2002-6 Floating Rate Asset Backed Certificates (collectively, the "Series 2002-6 Certificates");
. Class A Series 2003-1 Floating Rate Asset Backed Certificates and Class B Series 2003-1 Floating Rate Asset Backed Certificates (collectively, the "Series 2003-1 Certificates");
. Class A Series 2003-2 Floating Rate Asset Backed Certificates and Class B Series 2003-2 Floating Rate Asset Backed Certificates (collectively, the "Series 2003-2 Certificates");
. Class A Series 2003-3 Floating Rate Asset Backed Certificates and Class B Series 2003-3 Floating Rate Asset Backed Certificates (collectively, the "Series 2003-3 Certificates");
. Class A Series 2003-4 1.69% Asset Backed Certificates and Class B Series 2003-4 1.90% Rate Asset Backed Certificates (collectively, the "Series 2003-4 Certificates");
. Class A Series 2004-1 Floating Rate Asset Backed Certificates and Class B Series 2004-1 Floating Rate Asset Backed Certificates (collectively, the "Series 2004-1 Certificates");
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. Class A Series 2004-2 Floating Rate Asset Backed Certificates and Class B Series 2004-2 Floating Rate Asset Backed Certificates (collectively, the "Series 2004-2 Certificates");
. Class A Series 2004-3 4.35% Asset Backed Certificates and Class B Series 2004-3 4.55% Asset Backed Certificates (collectively, the "Series 2004-3 Certificates");
. Class A Series 2004-4 Floating Rate Asset Backed Certificates and Class B Series 2004-4 Floating Rate Asset Backed Certificates (collectively, the "Series 2004-4 Certificates");
. Class A Series 2004-5 Floating Rate Asset Backed Certificates and Class B Series 2004-5 Floating Rate Asset Backed Certificates (collectively, the "Series 2004-5 Certificates);
. Class A Series 2005-1 Floating Rate Asset Backed Certificates and Class B Series 2005-1 Floating Rate Asset Backed Certificates (collectively, the "Series 2005-1 Certificates); and
. Class A Series 2005-2 Floating Rate Asset Backed Certificates and Class B Series 2005-2 Floating Rate Asset Backed Certificates (collectively, the "Series 2005-2 Certificates).
The Class A Series 1999-1 Floating Rate Asset Backed Certificates and the Class B Series 1999-1 Floating Rate Asset Backed Certificates were paid in full April 15, 2004.
The Class A Series 1999-2 Floating Rate Asset Backed Certificates and the Class B Series 1999-2 Floating Rate Asset Backed Certificates were paid in full May 17, 2004.
The Class A Series 1999-3 Floating Rate Asset Backed Certificates and the Class B Series 1999-3 Floating Rate Asset Backed Certificates were paid in full May 17, 2004.
The Class A Series 1999-5 Floating Rate Asset Backed Certificates and the Class B Series 1999-5 Floating Rate Asset Backed Certificates were paid in full July 15, 2004.
The Class A Series 2000-1 Floating Rate Asset Backed Certificates and the Class B Series 2000-1 Floating Rate Asset Backed Certificates were paid in full February 15, 2005.
The Class A Series 2000-2 Floating Rate Asset Backed Certificates and the Class B Series 2000-2 Floating Rate Asset Backed Certificates were paid in full February 15, 2005.
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 2004 or, as applicable, the amount of such items as of December 25, 2004, the last day of the last monthly due period in 2004. This annual report is filed as Exhibit 99.3.
Item 3.
Item 3. Legal Proceedings
The Registrant knows of no legal proceedings material to security holders involving the trust, the trust assets, the servicer or the account owners.
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Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) The Registrant has no voting stock or class of common stock outstanding as of the date of this report. To the Registrant's knowledge, there is no established public trading market for the investor certificates.
(b) The 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 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
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Not Applicable.
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PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11.
Item 11. Executive Compensation
Not Applicable.
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 certificates 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 February 28, 2005 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. Information on DTC participants' held positions is provided by DTC.
Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2000-3 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank $344,395,000 41.74% & Trust
JP Morgan Chase $159,000,000 19.27%
Citibank $151,500,000 18.36%
Northern Trust $63,085,000 7.64%
CLASS B SERIES 2000-3 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of New York $38,000,000 47.50%
JP Morgan Chase $24,500,000 30.62%
Bank of Tokyo - Mitsubishi $10,000,000 12.50%
UBS Finance $4,100,000 5.12%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2000-4 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of Tokyo - Mitsubishi $950,000,000 95.0%
State Street Bank & Trust $50,000,000 5.0%
CLASS B SERIES 2000-4 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of New York $23,970,000 24.72%
Citibank $48,000,000 49.50%
JP Morgan Chase $25,000,000 25.78%
CLASS A SERIES 2000-5 FLOATING RATE ASSET BACKED CERTFICATES: State Street Bank & Trust $201,990,770 31.07%
Bank of New York $178,355,000 27.44%
Northern Trust $89,625,000 13.79%
JP Morgan Chase $88,255,230 13.57%
Mellon Trust $65,410,000 10.06%
CLASS B SERIES 2000-5 FLOATING RATE ASSET BACKED CERTFICATES: JP Morgan Chase $45,530,000 72.24%
Mellon Trust $17,500,000 27.76%
CLASS A SERIES 2001-1 FLOATING RATE ASSET BACKED CERTFICATES: State Street Bank & Trust $372,817,000 60.25%
JP Morgan Chase $71,998,000 11.64%
Citibank $34,925,000 5.64%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS B SERIES 2001-1 FLOATING RATE ASSET BACKED CERTFICATES: Merrill Lynch $20,000,000 33.33%
JP Morgan Chase $20,000,000 33.33%
Bank of Tokyo - Mitsubishi $10,000,000 16.67%
Citibank $5,000,000 8.33%
CGM $4,000,000 6.67%
CLASS A SERIES 2001-2 5.53% ASSET BACKED CERTIFICATES: State Street Bank & Trust $79,925,000 36.95%
JP Morgan Chase $31,600,000 14.61%
Mellon Trust $17,215,000 7.96%
Harris Trust $15,600,000 7.21%
Bank of New York $13,195,000 6.10%
Northern Trust $12,850,000 5.94%
CLASS B SERIES 2001-2 5.83% ASSET BACKED CERTIFICATES: JP Morgan Chase $15,000,000 100%
CLASS A SERIES 2001-3 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $322,465,000 52.11%
Northern Trust $162,695,000 26.29%
Mellon Trust $36, 450,000 5.89%
Harris Trust $35,000,000 5.65%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS B SERIES 2001-3 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of New York $20,000,000 33.33%
Citibank $20,000,000 33.33%
JP Morgan Chase $10,000,000 16.67%
Mellon Trust $10,000,000 16.67%
CLASS A SERIES 2001-4 FLOATING RATE ASSET BACKED CERTIFICATES: Mellon Trust $135,886,000 22.72%
State Street Bank & Trust $106,330,000 17.77%
Northern Trust $92,000,000 15.38%
Bank of New York $88,444,000 14.78%
JP Morgan Chase $43,986,000 7.35%
CLASS B SERIES 2001-4 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $25,000,000 43.10%
Bank of Tokyo - Mitsubishi $18,000,000 31.03%
Bank of New York $10,000,000 17.24%
Citibank $5,000,000 8.62%
CLASS A SERIES 2001-5 FLOATING RATE ASSET BACKED CERTIFICATES: Citibank $123,385,000 29.91%
JP Morgan Chase $107,140,000 25.24%
WBNA - Main $55,150,000 13.36%
Harris Trust $50,000,000 12.12%
US Bank NA $29,750,000 7.21%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS B SERIES 2001-5 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of New York $20,000,000 50.00%
JP Morgan Chase $13,000,000 32.50%
JP Morgan/GW $7,000,000 17.50%
CLASS A SERIES 2001-6 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $190,000,000 32.90%
State Street Bank & Trust $104,250,000 18.05%
Northern Trust $95,000,000 16.45%
Bank of New York $83,500,000 14.45%
Mellon Trust $56,500,000 9.78%
CLASS B SERIES 2001-6 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of New York $33,900,000 60.53%
JP Morgan Chase $16,900,000 30.17%
Brown Brothers $5,200,000 9.28%
CLASS A SERIES 2001-7 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $222,000,000 41.39%
Citibank $80,690,000 15.04%
Bank of New York $71,055,000 13.25%
BARC/Fixed $47,000,000 8.76%
Mellon Trust $40,825,000 7.61%
State Street Bank & Trust $33,350,000 6.22%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS B SERIES 2001-7 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $30,000,000 57.69%
Bank of Tokyo - Mitsubishi $10,000,000 19.23%
Mellon Trust $10,000,000 19.23%
CLASS A SERIES 2002-1 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $288,065,000 37.95%
Citibank $160,000,000 21.08%
Bank of New York $139,300,000 18.35%
State Street Bank & Trust 81,619,000 10.75%
CLASS B SERIES 2002-1 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $44,000,000 59.78%
JP Morgan Chase $17,600,000 23.91%
JPM/CCS2 $12,000,000 16.30%
CLASS A SERIES 2002-2 FLOATING RATE ASSET BACKED CERTIFICATES: Bank of New York $237,225,000 30.58%
JP Morgan Chase $232,985,000 30.04%
State Street Bank & Trust $145,485,000 18.76%
CITIDLRTEO $60,000,000 7.73%
CLASS B SERIES 2002-2 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $29,500,000 39.22%
Mellon Trust $25,000,000 33.24%
JPM/CCS2 $10,000,000 13.29%
State Street Bank & Trust $6,000,000 7.97%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2002-3 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $342,340,000 45.10%
State Street Bank & Trust $178,720,000 23.54%
Mellon Trust $83,595,000 11.01%
Bank of New York $50,000,000 6.59%
CLASS B SERIES 2002-3 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $27,600,000 37.50%
JP Morgan Chase $17,500,000 23.77%
Mellon Trust $15,500,000 21.05%
Citibank $5,000,000 6.79%
Deutsche Bank $4,000,000 5.43%
Wells Bank NA $4,000,000 5.43%
CLASS A SERIES 2002-4 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $117,220,000 28.14%
Bank of New York $106,180,000 25.74%
Northern Trust $101,540,000 24.61%
JP Morgan Chase $34,625,000 8.39%
Mellon Trust $20,635,000 5.00%
CLASS B SERIES 2002-4 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $30,000,000 75.00%
Mellon Trust $8,000,000 20.00%
Northern Trust $2,000,000 5.00%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2002-5 FLOATING RATE ASSET BACKED CERTIFICATES: Citibank $210,000,000 42.42%
JP Morgan Chase $139,500,000 28.18%
US Bank NA $78,000,000 15.75%
JPM/CCS2 $25,000,000 5.05%
CLASS B SERIES 2002-5 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $30,000,000 62.50%
Bank of America $17,650,000 36.77%
CLASS A SERIES 2002-6 FLOATING RATE ASSET BACKED CERTIFICATES: Mellon Trust $154,225,000 25.96%
JP Morgan Chase $107,000,000 18.01%
Bank of New York $82,750,000 13.93%
Bank of New York/ SO GE $60,000,000 10.10%
State Street Bank & Trust $59,900,000 10.08%
UBS $50,000,000 8.41%
Merrill Lynch $32,000,000 5.38%
CLASS B SERIES 2002-6 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $20,000,000 34.72%
JP Morgan Chase $18,000,000 31.25%
Merrill Lynch $9,000,000 15.62%
Bank of Tokyo - Mitsubishi $5,000,000 8.68%
Pershing $3,500,000 6.07%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2003-1 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $286,475,000 37.74%
Mellon Trust $170,450,000 22.45%
State Street Bank & Trust $65,890,000 8.68%
JPM/CCS2 $60,000,000 7.90%
Bank of New York $59,080,000 7.78%
Investors Bank $46,825,000 6.16%
Citibank $43,700,000 5.75%
CLASS B SERIES 2003-1 FLOATING RATE ASSET BACKED CERTIFICATES: JPM/CCS2 $27,000,000 36.68%
JP Morgan Chase $19,000,000 25.81%
Citibank $16,750,000 22.75%
Mellon Trust $9,000,000 12.22%
CLASS A SERIES 2003-2 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $565,425,000 62.30%
Citibank $161,350,000 17.77%
Bank of New York $58,470,000 6.44%
CLASS B SERIES 2003-2 FLOATING RATE ASSET BACKED CERTIFICATES: Citibank $33,965,000 38.59%
Sumi Trust $20,000,000 22.72%
JPM/CCS2 $19,035,000 21.63%
Bank of New York $15,000,000 17.04%
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Principal Amount of Percent Name Certificates of Class
CLASS A SERIES 2003-3 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $241,050,000 38.95%
State Street Bank & Trust $129,050,000 20.85%
Bank of New York $96,650,000 15.62%
Harris Trust $47,000,000 7.59%
Citibank $35,000,000 5.65%
CLASS B SERIES 2003-3 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $30,000,000 50.00%
Sumi Trust $10,000,000 16.67%
Citibank $9,000,000 15.00%
WBNA - Main $6,000,000 10.00%
JPM/CCS2 $5,000,000 8.33%
CLASS A SERIES 2003-4 1.69% ASSET BACKED CERTIFICATES: JP Morgan Chase $110,060,000 18.71%
State Street Bank & Trust $93,984,111 15.98%
Northern Trust $76,779,000 13.05%
Mellon Trust $67,760,000 11.52%
Bank of New York $38,380,891 6.52%
CLASS B SERIES 2003-4 1.90% ASSET BACKED CERTIFICATES: Bank of New York $18,000,000 44.11%
Mellon Trust $7,585,000 18.59%
JP Morgan Chase $4,850,000 11.88%
Northern Trust $3,900,000 9.55%
State Street Bank & Trust $3,500,000 8.57%
Wachovia Bank NA $2,840,000 6.96%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2004-1 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $247,000,000 36.97%
Citibank $184,000,000 27.54%
Bank of New York $87,000,000 13.02%
State Street Bank & Trust $50,000,000 7.48%
Wells Bank NA $35,000,000 5.23%
CLASS B SERIES 2004-1 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $19,640,000 32.73%
Bank of New York $16,615,000 27.69%
JP Morgan Chase $10,775,000 17.95%
Citibank $8,470,000 14.11%
CGM/SAL BR $3,000,000 5.00%
CLASS A SERIES 2004-2 FLOATING RATE ASSET BACKED CERTIFICATES: Citibank $66,150,000 19.80%
State Street Bank $61,550,000 18.43%
Brown Brothers $60,400,000 18.08%
JPM/CCS2 $50,000,000 14.97%
Wachovia Bank NA $50,000,000 14.97%
Bank of New York $30,500,000 9.13%
CLASS B SERIES 2004-2 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust Company $18,000,000 60.00%
Bank of New York 12,000,000 40.00%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2004-3 4.35% ASSET BACKED CERTIFICATES: Mellon Trust $168,306,000 32.24%
JP Morgan Chase $89,707,000 17.18%
State Street Bank & Trust $84,426,000 16.17%
Bank of New York $71,233,000 13.64%
CLASS B SERIES 2004-3 4.55% ASSET BACKED CERTIFICATES: State Street Bank & Trust $12,500,000 41.67%
JP Morgan Chase $8,720,000 29.06%
Bank of New York $6,780,000 22.60%
Merrill Lynch $2,000,000 6.67%
CLASS A SERIES 2004-4 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $430,995,000 46.92%
Bank of New York $195,000,000 21.23%
JP Morgan Chase $142,965,000 15.56%
Citibank $91,000,000 9.90%
CLASS B SERIES 2004-4 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $32,575,000 39.48%
Citibank $29,350,000 35.57%
Goldman Sachs $10,000,000 12.12%
Bank of New York $5,000,000 6.06%
Mellon Trust $4,125,000 5.00%
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Principal Amount of Percent Name Certificates of Class ---- ------------ --------
CLASS A SERIES 2004-5 FLOATING RATE ASSET BACKED CERTIFICATES: State Street Bank & Trust $243,000,000 29.10%
LaSalle Bank $122,400,000 14.65%
JP Morgan Chase $117,000,000 14.01%
Bank of New York $107,000,000 12.81%
Northern Trust $73,000,000 8.74%
Northern Trust Savings $45,000,000 5.38%
Citibank $43,000,000 5.15%
CLASS B SERIES 2004-5 FLOATING RATE ASSET BACKED CERTIFICATES: JP Morgan Chase $43,850,000 58.46%
Citibank $24,150,000 32.20%
Mellon Trust $7,000,000 9.33%
The address of each of the above participants is:
(a) 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 Pooling and Servicing Agreement.
Item 14.
Item 14. Principal Accounting Fees and Services
Not Applicable.
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PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. First Amendment to the Pooling and Servicing Agreement, dated June 30, 2004 (filed as Exhibit 4.2).
2. Annual Servicing Statement Delivered to the Trustee (filed as Exhibit 99.1).
3. Annual Accountant's Report of Ernst & Young LLP (filed as Exhibit 99.2).
4. Annual Report containing Aggregate Information for the Fiscal Year (filed as Exhibit 99.3).
5. Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibits 99.4.1, 99.4.2 and 99.4.3).
6. Administrative and Services and Premises Agreement, dated April 16, 2004 (filed as Exhibit 10.4).
7. Subservicing Agreement, dated June 30, 2004 (filed as Exhibit 10.5).
(b) Reports on Form 8-K:
The trust has filed the following reports on Form 8-K since April 15, 2004:
1. Form 8-K, dated April 15, 2004, attaching the Monthly Servicer's Certificate for the due period February 26, 2004 through March 26, 2004.
2. Form 8-K, dated April 16, 2004, attaching the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004, among 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 transferors, American Express Travel Related Services Company, Inc. ("TRS"), as servicer, and The Bank of New York, as trustee (the "Trustee"); attaching the Amendment to Series Supplements, dated April 16, 2004, among American Express Centurion Bank, RFC II, RFC III, RFC IV, TRS and the Trustee; attaching the Receivables Purchase Agreement, dated April 16, 2004, between American Express Centurion Bank and RFC III; and attaching the Receivables Purchase Agreement, dated April 16, 2004, between American Express Bank, FSB and RFC IV.
3. Form 8-K, dated May 17, 2004, attaching the Monthly Servicer's Certificate for the due period March 27, 2004 through April 25, 2004.
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4. Form 8-K, dated June 2, 2004, attaching the Series 2004-2 Supplement, dated June 2, 2004, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004 and the Series 2004-3 Supplement, dated June 2, 2004 supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004.
5. Form 8-K, dated June 15, 2004, attaching the Monthly Servicer's Certificate for the due period April 26, 2004 through May 25, 2004.
6. Form 8-K, dated July 15, 2004, attaching the Monthly Servicer's Certificate for the due period May 26, 2004 through June 25, 2004.
7. Form 8-K, dated August 16, 2004, attaching the Monthly Servicer's Certificate for the due period June 26, 2004 through July 25, 2004.
8. Form 8-K, dated August 17, 2004, attaching the Series 2004-4 Supplement, dated August 17, 2004 supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004.
9. Form 8-K, dated September 15, 2004, attaching the Monthly Servicer's Certificate for the due period July 27, 2004 through August 25, 2004.
10. Form 8-K, dated September 21, 2004, attaching the Second Amendment to the Pooling and Servicing Agreement, dated September 21, 2004 and also attaching the Series 2004-5 Supplement, dated September 23, 2004, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004.
11. Form 8-K, dated October 15, 2004, attaching the Monthly Servicer's Certificate for the due period August 26, 2004 through September 25, 2004.
12. Form 8-K, dated November 15, 2004, attaching the Monthly Servicer's Certificate for the due period September 26, 2004 through October 25, 2004.
13. Form 8-K, dated December 15, 2004, attaching the Monthly Servicer's Certificate for the due period October 26, 2004 through November 24, 2004.
14. Form 8-K, dated January 18, 2005, attaching the Monthly Servicer's Certificate for the due period November 25, 2004 through December 25, 2004.
15. Form 8-K, dated February 14, 2005, relating to addition of accounts and attaching Assignment No. 12 of Receivables in Additional Accounts, dated February 14, 2005, between American Express Receivables Financing Corporation III LLC and The Bank of New York and Assignment No. 13 of Receivables in Additional Accounts, dated February 14, 2005, between American Express Receivables Financing Corporation IV LLC and The Bank of New York.
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16. Form 8-K, dated February 18, 2005, attaching the Monthly Servicer's Certificate for the due period December 26, 2004 through January 26, 2005.
17. Form 8-K, dated March 15, 2005, attaching the Monthly Servicer's Certificate for the due period January 27, 2005 through February 25, 2005.
18. Form 8-K, dated March 24, 2005, attaching the Series 2005-1 Supplement, dated March 24, 2005 supplementing its Pooling and Servicing Agreement, dated March 16, 1996, as amended and restated as of April 16, 2004; and also attaching the Series 2005-2 Supplement, dated March 24, 2005, supplementing its Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004.
(c) Exhibits:
4.1 Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of April 16, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 16, 2004, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement, dated June 30, 2004.
4.3 Second Amendment to the Pooling and Servicing Agreement, dated September 21, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated September 21, 2004, File No. 000-20787).
4.4 Supplemental Assumption Agreement, dated 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 July 15, 1996, File No. 000-20787).
4.5 Assignment No. 1 of Receivables in Additional Accounts, dated 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 August 15, 1997, File No. 000-20787).
4.6 Assignment No. 3 of Receivables in Additional Accounts, dated 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 September 1, 1999, File No. 000-20787).
4.7 Assignment No. 4 of Receivables in Additional Accounts, dated 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 May 19, 2000, File No. 000-20787).
4.8 Assignment No. 5 of Receivables in Additional Accounts, dated 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 August 8, 2000, File No. 000-20787).
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4.9 Assignment No. 6 of Receivables in Additional Accounts, dated 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 March 27, 2001, File No. 000-20787).
4.10 Assignment No. 7 of Receivables in Additional Accounts, dated 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 July 18, 2001, File No. 000-20787).
4.11 Assignment No. 8 of Receivables in Additional Accounts, dated 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 January 25, 2002, File No. 000-20787).
4.12 Assignment No. 9 of Receivables in Additional Accounts, dated March 14, 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 March 14, 2002, File No. 000-20787).
4.13 Assignment No. 10 of Receivables in Additional Accounts, dated December 11, 2002, by and among American Express Centurion Bank, 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 December 11, 2002, File No. 000-20787).
4.14 Assignment No. 11 of Receivables in Additional Accounts, dated October 23, 2003, by and among American Express Centurion Bank, 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 October 23, 2003, File No. 000-20787).
4.15 Assignment No. 12 of Receivables in Additional Accounts, dated February 14, 2005 (incorporated by reference to Exhibit 99.01 of Form 8-K, dated February 14, 2005, File No. 000-20787).
4.16 Assignment No. 13 of Receivables in Additional Accounts, dated February 14, 2005 (incorporated by reference to Exhibit 99.02 of Form 8-K, dated February 14, 2005, File No. 000-20787).
4.17 Supplemental Conveyance No. 1, dated 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 August 15, 1997, File No. 000-20787).
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4.18 Supplemental Conveyance No. 3, dated 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 September 21, 1999, File No. 000-20787).
4.19 Supplemental Conveyance No. 4, dated 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 May 19, 2000, File No. 000-20787).
4.20 Supplemental Conveyance No. 5, dated 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 August 8, 2000, File No. 000-20787).
4.21 Supplemental Conveyance No. 6, dated 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 March 27, 2001, File No. 000-20787).
4.22 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 3, 2000, File No. 000-20787).
4.23 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated June 22, 2000, File No. 000-20787).
4.24 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated September 15, 2000, File No. 000-20787).
4.25 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 23, 2001, File No. 000-20787).
4.26 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated March 23, 2001, File No. 000-20787).
4.27 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated March 30, 2001, File No. 000-20787).
4.28 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated April 19, 2001, File No. 000-20787).
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4.29 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of May 9, 2001, File No. 000-20787).
4.30 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated June 12, 2001, File No. 000-20787).
4.31 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated August 21, 2001, File No. 000-20787).
4.32 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated February 21, 2002, File No. 000-20787).
4.33 Series 2002-2 Supplement to the Pooling and Servicing Agreement, dated April 25, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 25, 2002, File No. 000-20787).
4.34 Series 2002-3 Supplement to the Pooling and Servicing Agreement, dated May 16, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 16, 2002, File No. 000-20787).
4.35 Series 2002-4 Supplement to the Pooling and Servicing Agreement, dated July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 17, 2002, File No. 000-20787).
4.36 Series 2002-5 Supplement to the Pooling and Servicing Agreement, dated July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 17, 2002, File No. 000-20787).
4.37 Series 2002-6 Supplement to the Pooling and Servicing Agreement, dated August 15, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated August 15, 2002, File No. 000-20787).
4.38 Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated February 20, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 20, 2003, File No. 000-20787).
4.39 Series 2003-2 Supplement to the Pooling and Servicing Agreement, dated April 2, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 2, 2003, File No. 000-20787).
4.40 Series 2003-3 Supplement to the Pooling and Servicing Agreement, dated May 7, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 7, 2003, File No. 000-20787).
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4.41 Series 2003-4 Supplement to the Pooling and Servicing Agreement, dated June 18, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated June 18, 2003, File No. 000-20787).
4.42 Series 2004-1 Supplement to the Pooling and Servicing Agreement, dated March 1, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 1, 2004, File No. 000-20787).
4.43 Series 2004-2 Supplement to the Pooling and Servicing Agreement, dated June 2, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated June 2, 2004, File No. 000-20787).
4.44 Series 2004-3 Supplement to the Pooling and Servicing Agreement, dated June 2, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated June 2, 2004, File No. 000-20787).
4.45 Series 2004-4 Supplement to the Pooling and Servicing Agreement, dated August 17, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated August 17, 2004, File No. 000-20787).
4.46 Series 2004-5 Supplement to the Pooling and Servicing Agreement, dated September 23, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated September 21, 2004, File No. 000-20787).
4.47 Series 2005-1 Supplement to the Pooling and Servicing Agreement, dated March 24, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 24, 2005, File No. 000-20787).
4.48 Series 2005-2 Supplement to the Pooling and Servicing Agreement, dated March 24, 2005 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated March 24, 2005, File No. 000-20787).
10.1 Form of American Express Receivables Financing Corporation 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).
10.2 Receivables Purchase Agreement, dated April 16, 2004, between American Express Centurion Bank and American Express Receivables Financing Corporation III (incorporated by reference to Exhibit 4.3 of Form 8-K, dated April 16, 2004, File No. 000-20787).
10.3 Receivables Purchase Agreement, dated April 16, 2004, between American Express Bank, FSB and American Express Receivables Financing Corporation IV (incorporated by reference to Exhibit 4.4 of Form 8-K, dated April 16, 2004, File No. 000-20787).
10.4 Administrative Services and Premises Agreement, dated April 16, 2004, as amended and restated as of June 30, 2004, between American Express Receivables Financing Corporation III and American Express Receivables Financing Corporation IV.
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99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Reports of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for the Fiscal Year.
99.4.1 Certification of Maureen Ryan pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.4.2 Certification of Traci L. Memmott pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.4.3 Certification of Robert C. Radle pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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SIGNATURE
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 Registrant
By: AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, Co-Transferor of the Trust
By: /s/ Maureen Ryan ------------------------------------- Maureen Ryan President
March 31, 2005
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SIGNATURE
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 Registrant
By: AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, Co-Transferor of the Trust
By: /s/ Traci L. Memmott --------------------------------------- Traci L. Memmott Vice President and Treasurer
March 31, 2005
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SIGNATURE
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 Registrant
By: AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC Co-Transferor of the Trust
By: /s/ Robert C. Radle ------------------------------------- Robert C. Radle President
March 31, 2005
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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 May 16, 1996, as amended and restated as of April 16, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 16, 2004, File No. 000-20787).
4.2* First Amendment to the Pooling and Servicing Agreement, dated June 30, 2004.
4.3 Second Amendment to the Pooling and Servicing Agreement, dated September 21, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated September 21, 2004, File No. 000-20787).
4.4 Supplemental Assumption Agreement, dated 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 July 15, 1996, File No. 000-20787).
4.5 Assignment No. 1 of Receivables in Additional Accounts, dated 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 August 15, 1997, File No. 000-20787).
4.6 Assignment No. 3 of Receivables in Additional Accounts, dated 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 September 1, 1999, File No. 000-20787).
4.7 Assignment No. 4 of Receivables in Additional Accounts, dated 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 May 19, 2000, File No. 000-20787).
4.8 Assignment No. 5 of Receivables in Additional Accounts, dated 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 August 8, 2000, File No. 000-20787).
4.9 Assignment No. 6 of Receivables in Additional Accounts, dated 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 March 27, 2001, File No. 000-20787).
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4.10 Assignment No. 7 of Receivables in Additional Accounts, dated 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 July 18, 2001, File No. 000-20787).
4.11 Assignment No. 8 of Receivables in Additional Accounts, dated 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 January 25, 2002, File No. 000-20787).
4.12 Assignment No. 9 of Receivables in Additional Accounts, dated March 14, 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 March 14, 2002, File No. 000-20787).
4.13 Assignment No. 10 of Receivables in Additional Accounts, dated December 11, 2002, by and among American Express Centurion Bank, 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 December 11, 2002, File No. 000-20787).
4.14 Assignment No. 11 of Receivables in Additional Accounts, dated October 23, 2003, by and among American Express Centurion Bank, 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 October 23, 2003, File No. 000-20787).
4.15 Assignment No. 12 of Receivables in Additional Accounts, dated February 14, 2005 (incorporated by reference to Exhibit 99.01 of Form 8-K, dated February 14, 2005, File No. 000-20787).
4.16 Assignment No. 13 of Receivables in Additional Accounts, dated February 14, 2005 (incorporated by reference to Exhibit 99.02 of Form 8-K, dated February 14, 2005, File No. 000-20787).
4.17 Supplemental Conveyance No. 1, dated 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 August 15, 1997, File No. 000-20787).
4.18 Supplemental Conveyance No. 3, dated 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 September 21, 1999, File No. 000-20787).
4.19 Supplemental Conveyance No. 4, dated 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 May 19, 2000, File No. 000-20787).
4.20 Supplemental Conveyance No. 5, dated 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 August 8, 2000, File No. 000-20787).
4.21 Supplemental Conveyance No. 6, dated 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 March 27, 2001, File No. 000-20787).
4.22 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 3, 2000, File No. 000-20787).
4.23 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated June 22, 2000, File No. 000-20787).
4.24 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G, dated September 15, 2000, File No. 000-20787).
4.25 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 23, 2001, File No. 000-20787).
4.26 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated March 23, 2001, File No. 000-20787).
4.27 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated March 30, 2001, File No. 000-20787).
4.28 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated April 19, 2001, File No. 000-20787).
4.29 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated as of May 9, 2001, File No. 000-20787).
4.30 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated June 12, 2001, File No. 000-20787).
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4.31 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated August 21, 2001, File No. 000-20787).
4.32 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated February 21, 2002, File No. 000-20787).
4.33 Series 2002-2 Supplement to the Pooling and Servicing Agreement, dated April 25, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 25, 2002, File No. 000-20787).
4.34 Series 2002-3 Supplement to the Pooling and Servicing Agreement, dated May 16, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 16, 2002, File No. 000-20787).
4.35 Series 2002-4 Supplement to the Pooling and Servicing Agreement, dated July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 17, 2002, File No. 000-20787).
4.36 Series 2002-5 Supplement to the Pooling and Servicing Agreement, dated July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 17, 2002, File No. 000-20787).
4.37 Series 2002-6 Supplement to the Pooling and Servicing Agreement, dated August 15, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated August 15, 2002, File No. 000-20787).
4.38 Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated February 20, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 20, 2003, File No. 000-20787).
4.39 Series 2003-2 Supplement to the Pooling and Servicing Agreement, dated April 2, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 2, 2003, File No. 000-20787).
4.40 Series 2003-3 Supplement to the Pooling and Servicing Agreement, dated May 7, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 7, 2003, File No. 000-20787).
4.41 Series 2003-4 Supplement to the Pooling and Servicing Agreement, dated June 18, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated June 18, 2003, File No. 000-20787).
4.42 Series 2004-1 Supplement to the Pooling and Servicing Agreement, dated March 1, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 1, 2004, File No. 000-20787).
4.43 Series 2004-2 Supplement to the Pooling and Servicing Agreement, dated June 2, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated June 2, 2004, File No. 000-20787).
4.44 Series 2004-3 Supplement to the Pooling and Servicing Agreement, dated June 2, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated June 2, 2004, File No. 000-20787).
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4.45 Series 2004-4 Supplement to the Pooling and Servicing Agreement, dated August 17, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated August 17, 2004, File No. 000-20787).
4.46 Series 2004-5 Supplement to the Pooling and Servicing Agreement, dated September 23, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated September 21, 2004, File No. 000-20787).
4.46 Series 2004-5 Supplement to the Pooling and Servicing Agreement, dated September 23, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated September 21, 2004, File No. 000-20787).
4.47 Series 2005-1 Supplement to the Pooling and Servicing Agreement, dated March 24, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 24, 2005, File No. 000-20787).
4.48 Series 2005-2 Supplement to the Pooling and Servicing Agreement, dated March 24, 2005 (incorporated by reference to Exhibit 4.2 of Form 8-K, dated March 24, 2005, File No. 000-20787).
10.1 Form of American Express Receivables Financing Corporation 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).
10.2 Receivables Purchase Agreement, dated April 16, 2004, between American Express Centurion Bank and American Express Receivables Financing Corporation III (incorporated by reference to Exhibit 4.3 of Form 8-K, dated April 16, 2004, File No. 000-20787).
10.3 Receivables Purchase Agreement, dated April 16, 2004, between American Express Bank, FSB and American Express Receivables Financing Corporation IV (incorporated by reference to Exhibit 4.4 of Form 8-K, dated April 16, 2004, File No. 000-20787).
10.4* Administrative Services and Premises Agreement, dated April 16, 2004, as amended and restated as of June 30, 2004, between American Express Receivables Financing Corporation III and American Express Receivables Financing Corporation IV.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Reports of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.
99.4.1* Certification of Maureen Ryan pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.4.2* Certification of Traci L. Memmott pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.4.3* Certification of Robert C. Radle pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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