UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission File Nos. 33-47812; 33-49106; 33-67502; 33-81634;
333-51045; 000-21424; 000-21424-01
AMERICAN EXPRESS MASTER TRUST
(Issuer of Certificates)
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
Co-Originator of the Trust and a Transferor
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3632012
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
200 Vesey Street, New York, New York 10285
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 640-5582
AMERICAN EXPRESS CENTURION BANK
Co-Originator of the Trust and a Transferor
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 11-2869525
- ---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
6985 Union Park Center, Midvale, Utah 84047
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (801) 565-5000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
the 5.375% Class A Accounts Receivable Trust Certificates, Series 1993-1,
the 7.60% Class A Accounts Receivable Trust Certificates, Series 1994-2,
the 7.85% Class A Accounts Receivable Trust Certificates, Series 1994-3,
the Class A Floating Rate Accounts Receivable Trust Certificates, Series 1996-1,
the Class A Floating Rate Accounts Receivable Trust Certificates, Series 1996-2,
and the 5.90% Class A Accounts Receivable Trust Certificates, Series 1998-1
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
-
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Not applicable.
State the aggregate market value of the voting stock held by non-affiliates
of the registrant: Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
PART I
Item 1. Business
The American Express Master Trust (the "Trust") was formed pursuant to
a Master Pooling and Servicing Agreement, dated as of June 30, 1992, which was
amended by the Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998 (the "Agreement"), among American Express Receivables
Financing Corporation and American Express Centurion Bank, as transferors (the
"Transferors"), American Express Travel Related Services Company, Inc. as
servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee").
American Express Centurion Bank was added as a transferor in May 1998. American
Express Receivables Financing Corporation ("RFC") was incorporated in the state
of Delaware on July 30, 1991 and is a wholly owned subsidiary of American
Express Travel Related Services Company, Inc. ("TRS"). Its principal executive
offices are located at 200 Vesey Street, New York, New York. TRS was
incorporated in the state of New York on May 3, 1982 and is a wholly owned
subsidiary of American Express Company ("American Express"). 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 as American Express
Centurion Bank ("Centurion"). Its principal executive offices are 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 and private placements ("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
American Express(R) Card, American Express(R) Gold Card and Platinum Card(R)
accounts (collectively, the "Accounts") owned by TRS or Centurion, 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. The Certificates do not represent obligations of or interests
in RFC, Centurion or TRS.
TRS and Centurion do not act as guarantors with respect to any payments
on the Certificates, and neither the Trustee nor the holders of the Certificates
will have general recourse against any of TRS, RFC or Centurion or their
respective assets. 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 Agreement governs the allocation of collections in respect of the
Receivables. Payments received on the Trust's Assets are allocated among the
different Series (and within a Series among the different classes of
Certificates within a Series) and the interest of RFC and Centurion, as
transferors, all as set forth in the Agreement and Supplements.
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<PAGE>
The Trust does 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 nine
Series of Certificates, of which six are outstanding. The 6.60% Class A Accounts
Receivable Trust Certificates, Series 1992-2, were paid in full July 15, 1999.
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 1999 or, as applicable, the amount
of such items as of December 26, 1999. This annual report is filed herewith as
Exhibit 99.3.
Item 2. Properties.
See Exhibit 99.3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal proceedings with
respect to the Trust, involving the Trust, the Trust Assets, RFC, Centurion, the
Trustee or TRS, exclusive of ordinary routine litigation incidental to the
duties of TRS, RFC, Centurion or the Trustee under the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
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, are represented by certificates registered in the name
of Cede & Co., the nominee of The Depository Trust Company ("DTC").
(c) Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not applicable.
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<PAGE>
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
See Exhibit 99.3.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
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 sole registered
holder of Investor Certificates is Cede & Co., the nominee of DTC.
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 9, 2000 the following 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 the relevant class of each Series
outstanding on that date:
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1993-1:
The Bank of New York $89,862,000 14.9%
Bankers Trust Company $64,927,000 10.8%
Boston Safe Deposit & $72,481,582 12.0%
Trust Company
Chase Manhattan Bank $111,560,000 18.5%
Citibank, N.A. $51,823,000 8.6%
State Street Bank and $54,000,000 9.0%
Trust Company
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1994-2:
The Bank of New York $41,885,000 13.9%
Bankers Trust Company $61,285,000 20.4%
Chase Manhattan Bank $43,965,000 14.6%
Citibank, N.A. $23,000,000 7.6%
First Union National Bank $32,100,000 10.7%
- Philadelphia
State Street Bank and $44,770,000 14.9%
Trust Company
CLASS A ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1994-3:
The Bank of New York $30,375,000 10.1%
Chase Manhattan Bank $46,835,000 15.6%
Chase Manhattan Bank/ $46,285,000 15.4%
F1-Trac 2
Investors Fiduciary Trust $21,220,000 7.0%
Company
State Street Bank and $21,500,000 7.2%
Trust Company
Fifth Third Bank/ $31,675,000 10.5%
State Teachers Retirement
of Ohio
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1996-1:
The Bank of New York $146,026,000 15.3%
Chase Manhattan Bank $54,064,000 5.7%
Chase Manhattan Bank/ $50,000,000 5.3%
F1-Trac 2
Citibank, N.A. $286,910,000 30.2%
State Street Bank and $327,000,000 34.4%
Trust Company
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
---- ---------------- ----------------
<S> <C> <C>
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1996-2:
The Bank of New York $97,720,000 32.6%
Citibank, N.A. $40,305,000 13.4%
State Street Bank and $104,135,000 34.7%
Trust Company
CLASS A ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1998-1
The Bank of New York $198,285,000 19.8%
Bankers Trust Company $268,183,500 26.8%
Boston Safe Deposit and $104,083,000 10.4%
Trust Company
Chase Manhattan Bank $96,239,000 9.6%
State Street Bank and $86,852,000 8.7%
Trust Company
</TABLE>
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. Certain Relationships and Related Transactions.
The Bank of New York acts as Trustee under the Agreement.
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<PAGE>
PART IV
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 for the
monthly due periods occurring since February 27, 1999:
1. Form 8-K, dated April 15, 1999, attaching the Monthly
Servicer's Certificate for the due period February 27,
1999 through March 28, 1999.
2. Form 8-K, dated May 17, 1999, attaching the Monthly Servicer's
Certificate for the due period March 29, 1999 through April
27, 1999.
3. Form 8-K, dated June 15, 1999, attaching the Monthly Servicer's
Certificate for the due period April 28, 1999 through May 27,
1999.
4. Form 8-K, dated July 15, 1999, attaching the Monthly Servicer's
Certificate for the due period May 28, 1999 through June 27,
1999.
5. Form 8-K, dated August 16, 1999, attaching the Monthly
Servicer's Certificate for the due period June 28, 1999 through
July 27, 1999.
6. Form 8-K, dated September 15, 1999, attaching the Monthly
Servicers Certificate for the due period July 28, 1999
through August 26, 1999.
7. Form 8-K, dated October 15, 1999, attaching the Monthly
Servicer's Certificate for the due period August 27, 1999
through September 26, 1999.
8. Form 8-K, dated November 15, 1999, attaching the Monthly
Servicer's Certificate for the due period September 27, 1999
through October 26, 1999.
9. Form 8-K, dated December 14, 1999, attaching the Monthly
Servicer's Certificate for the due period October 27, 1999
through November 26, 1999.
10. Form 8-K, dated January 18, 2000, attaching the Monthly
Servicer's Certificate for the due period November 27, 1999
through December 26, 1999.
11. Form 8-K, dated February 15, 2000, attaching the Monthly
Servicer's Certificate for the due period December 27, 1999
through January 27, 2000.
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<PAGE>
12. Form 8-K, dated March 15, 2000, attaching the Monthly
Servicer's Certificate for the due period January 28, 2000
through February 26, 2000.
(c) Exhibits:
4.1 Master Pooling and Servicing Agreement, dated as of June 30,
1992, among American Express Receivables Financing Corporation,
as Transferor, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 1 of Form 8-K of
the registrant dated August 3, 1992, File No. 33-49106).
4.2 Amendment No. 1 to Master Pooling and Servicing Agreement,
dated as of September 8, 1993, among American Express
Receivables Financing Corporation, as Transferor, American
Express Travel Related Services Company, Inc., as Servicer,
and The Bank of New York, as Trustee (incorporated by reference
to Exhibit 1.2 of Form 8-A of the registrant dated October 15,
1996, File No. 33-49106).
4.3 Amendment No. 2 to Master Pooling and Servicing Agreement,
dated as of July 15, 1994, among American Express Receivables
Financing Corporation, as Transferor, American Express Travel
Related Services Company, Inc., as Servicer, and The Bank of
New York, as Trustee (incorporated by reference to Exhibit 2
of Form 8-K of the registrant dated July 15, 1994, File No.
33-49106).
4.4 Amendment No. 3 to Master Pooling and Servicing Agreement,
dated as of September 12, 1994, among American Express
Receivables Financing Corporation, as Transferor, American
Express Travel Related Services Company, Inc., as Servicer, and
The Bank of New York, as Trustee (incorporated by reference
to Exhibit 2 of Form 8-K of the registrant dated September 12,
1994, File No. 33-49106).
4.5 Amendment No. 4 to Master Pooling and Servicing Agreement,
dated as of January 17, 1996, among American Express
Receivables Financing Corporation, as Transferor, American
Express Travel Related Services Company, Inc., as Servicer,
and The Bank of New York, as Trustee (incorporated by reference
to Exhibit 2 of Form 8-K of the registrant dated January 17,
1996, File No. 33-49106).
4.6 Amendment No. 5 to Master Pooling and Servicing Agreement,
dated as of March 27, 1997, among American Express Receivables
Financing Corporation, as Transferor, American Express Travel
Related Services Company, Inc., as Servicer, and The Bank of
New York, as Trustee (incorporated by reference to Exhibit 4.6
of Form 10-K of the registrant dated March 26, 1998, File Nos.
33-47812, 33-49106, 33-67502 and 33-81634).
4.7 Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998, among American Express Receivables
Financing Corporation and American Express Centurion Bank,
as Transferors, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K
of the registrants dated May 27, 1998, File Nos. 33-47812,
33-49106, 33-67502, 33-81634, 333-51045, 000-21424 and
000-21424-01).
4.8 Series 1993-1 Supplement, dated as of September 1, 1993,
to Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 2 of Form 8-K of the registrant dated
September 22, 1993, File No. 33-47812).
4.9 Series 1994-2 Supplement, dated as of September 1, 1994,
to Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 6 of Form 8-K of the registrant dated
September 12, 1994, File No. 33-47812).
- 7 -
<PAGE>
4.10 Series 1994-3 Supplement, dated as of September 1, 1994,
to Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 7 of Form 8-K of the registrant dated
September 12, 1994, File No. 33-47812).
4.11 Series 1996-1 Supplement, dated as of September 18, 1996,
to Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 20.1 of Form 8-K of the registrant dated
September 18, 1996, File No. 33-47812).
4.12 Series 1996-2 Supplement, dated as of September 18, 1996,
to Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 20.2 of Form 8-K of the registrant dated
September 18, 1996, File No. 33-47812).
4.13 Series 1998-1 Supplement, dated as of May 27, 1998, to the
Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998 (incorporated by reference to Exhibit
4.2 of Form 8-K of the registrant dated May 27, 1998, File
Nos. 33-47812, 33-49106, 33-67502, 33-81634, 333-51045,
000-21424 and 000-21424-01).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992,
between American Express Receivables Financing Corporation,
as purchaser, and American Express Travel Related Services
Company, Inc., as seller (incorporated by reference to Exhibit
4(b) to the Registration Statement filed on behalf of American
Express Master Trust, Series 1992-1, File No. 33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as
of September 12, 1994, between American Express Receivables
Financing Corporation, as purchaser, and American Express
Travel Related Services Company, Inc., as seller (incor-
porated by reference to Exhibit 4 of Form 8-K of the registrant
dated September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as of
August 7, 1997, between American Express Receivables Financing
Corporation, as purchaser, and American Express Travel Related
Services Company, Inc., as seller (incorporated by reference
to Exhibit 20.3 of Form 8-K of the registrant dated August 14,
1997, File No. 33-47812).
24.1 Power of Attorney for RFC.
24.2 Power of Attorney for Centurion.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregated Information for the Fiscal
Year.
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<PAGE>
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 MASTER TRUST
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION,
Co-Originator of the Trust and Registrant
By: /s/ Leslie R. Scharfstein
-------------------------------
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated.
Signature Title
*
- -------------------------
Richard K. Goeltz Director
*
- -------------------------
Jay B. Stevelman Director
*
- -------------------------
Walker C. Tompkins, Jr. Director
*
- -------------------------
Leslie R. Scharfstein President
(Principal Executive Officer)
*
- -------------------------
John D. Koslow Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
*By: /s/ Leslie R. Scharfstein
-------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 29, 2000
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<PAGE>
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 MASTER TRUST
AMERICAN EXPRESS CENTURION BANK,
Co-originator of the Trust and Registrant
By: /s/ Rhonda Halpern
---------------------------
Rhonda Halpern
Chief Financial Officer,
Treasurer and Chief Compliance Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated.
Signature Title
*
- ------------------------
Frank L. Skillern Director and Chairman
*
- ------------------------
David E. Poulsen Director, President and
Chief Executive Officer
*
- ------------------------
Gilbert E. Ahye Director
- ------------------------
Maria J. Garciaz Director
*
- ------------------------
Ash Gupta Director
- ------------------------
Peter A. Lefferts Director
*
- ------------------------
Raymond F. Pettit Director
*
- ------------------------
Roslyn M. Watson Director
*
- ------------------------
James F. Welch Director
*By: /s/ Robert D. Kraus
--------------------
Robert D. Kraus
Attorney-in-Fact
Dated: March 29, 2000
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<PAGE>
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).
Description
4.1 Master Pooling and Servicing Agreement, dated as of June 30, 1992, among
American Express Receivables Financing Corporation, as Transferor,
American Express Travel Related Services Company, Inc., as Servicer, and
The Bank of New York, as Trustee (incorporated by reference to Exhibit 1
of Form 8-K of the registrant dated August 3, 1992, File No. 33-49106).
4.2 Amendment No. 1 to Master Pooling and Servicing Agreement, dated as of
September 8, 1993, among American Express Receivables Financing
Corporation, as Transferor, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 1.2 of Form 8-A of the registrant
dated October 15, 1996, File No. 33-49106).
4.3 Amendment No. 2 to Master Pooling and Servicing Agreement, dated as of
July 15, 1994, among American Express Receivables Financing Corporation,
as Transferor, American Express Travel Related Services Company, Inc.,
as Servicer, and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 2 of Form 8-K of the registrant dated July 15, 1994,
File No. 33-49106).
4.4 Amendment No. 3 to Master Pooling and Servicing Agreement, dated as
of September 12, 1994, among American Express Receivables Financing
Corporation, as Transferor, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 2 of Form 8-K of the registrant
dated September 12, 1994, File No. 33-49106).
4.5 Amendment No. 4 to Master Pooling and Servicing Agreement, dated as
of January 17, 1996, among American Express Receivables Financing
Corporation, as Transferor, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 2 of Form 8-K of the registrant
dated January 17, 1996, File No. 33-49106).
4.6 Amendment No. 5 to Master Pooling and Servicing Agreement, dated as
of March 27, 1997, among American Express Receivables Financing
Corporation, as Transferor, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.6 of Form 10-K of the registrant
dated March 26, 1998, File Nos. 33-47812, 33-49106, 33-67502 and
33-81634).
4.7 Amended and Restated Master Pooling and Servicing Agreement, dated as
of May 1, 1998, among American Express Receivables Financing Corporation
and American Express Centurion Bank, as Transferors, American Express
Travel Related Services Company, Inc., as Servicer, and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4.1 of Form
8-K of the registrants dated May 27, 1998, File Nos. 33-47812, 33-49106,
33-67502, 33-81634, 333-51045, 000-21424 and 000-21424-01).
4.8 Series 1993-1 Supplement, dated as of September 1, 1993, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit 2
of Form 8-K of the registrant dated September 22, 1993, File No.
33-47812).
4.9 Series 1994-2 Supplement, dated as of September 1, 1994, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit 6
of Form 8-K of the registrant dated September 12, 1994, File No.
33-47812).
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<PAGE>
4.10 Series 1994-3 Supplement, dated as of September 1, 1994, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit 7
of Form 8-K of the registrant dated September 12, 1994, File No.
33-47812).
4.11 Series 1996-1 Supplement, dated as of September 18, 1996, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit
20.1 of Form 8-K of the registrant dated September 18, 1996, File No.
33-47812).
4.12 Series 1996-2 Supplement, dated as of September 18, 1996, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit
20.2 of Form 8-K of the registrant dated September 18, 1996, File No.
33-47812).
4.13 Series 1998-1 Supplement, dated as of May 27, 1998, to the Amended and
Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998
(incorporated by reference to Exhibit 4.2 of Form 8-K of the registrant
dated May 27, 1998, File Nos. 33-47812, 33-49106, 33-67502, 33-81634,
333-51045, 000-21424 and 000-21424-01).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992, between
American Express Receivables Financing Corporation, as purchaser, and
American Express Travel Related Services Company, Inc., as seller
(incorporated by reference to Exhibit 4(b) to the Registration Statement
filed on behalf of American Express Master Trust, Series 1992-1, File No.
33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as of September
12, 1994, between American Express Receivables Financing Corporation, as
purchaser, and American Express Travel Related Services Company, Inc., as
seller (incorporated by reference to Exhibit 4 of Form 8-K of the
registrant dated September 12, 1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as of August 7,
1997, between American Express Receivables Financing Corporation, as
purchaser, and American Express Travel Related Services Company, Inc., as
seller (incorporated by reference to Exhibit 20.3 of Form 8-K of the
registrant dated August 14, 1997, File No. 33-47812).
24.1* Power of Attorney for RFC.
24.2* Power of Attorney for Centurion.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregated Information for the Fiscal Year.
- 12 -
EXHIBIT 24.1
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
POWER OF ATTORNEY
American Express Receivables Financing Corporation, a Delaware corporation
(the "Company"), and each of the undersigned officers and directors of the
Company, hereby constitute and appoint Jay B. Stevelman, John D. Koslow, Leslie
R. Scharfstein and Stephen P. Norman, jointly and severally, with full power of
substitution and revocation, their true and lawful attorneys-in-fact and agents,
for them and on their behalf and in their respective names, places and steads,
in any and all capacities, to sign, execute and affix their respective seals
thereto and file any of the documents referred to below relating to the American
Express Master Trust; all filings and reports required under the Securities
Exchange Act of 1934, including Current Reports on Form 8-K and Annual Reports
on Form 10-K, including any amendments thereto, on behalf of the Company, with
all exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as they might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, American Express Receivables Financing Corporation has
caused this Power of Attorney to be executed in its name by its President and
attested by its Secretary, and the undersigned officers and directors have
hereunto set their hand as of the 29th day of March 2000.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION
By: /s/ Leslie R. Scharfstein
-------------------------
Leslie R. Scharfstein
President
ATTEST:
/s/ Michael Kuchs
- ---------------------
Michael Kuchs
Secretary
<PAGE>
/s/ Richard K. Goeltz
- -----------------------------
Richard K. Goeltz
Director
/s/ Jay B. Stevelman
- -----------------------------
Jay B. Stevelman
Director
/s/ Walker C. Tompkins, Jr.
- -----------------------------
Walker C. Tompkins, Jr.
Director
/s/ Leslie R. Scharfstein
- -----------------------------
Leslie R. Scharfstein
President
(Principal Executive Officer)
/s/ John D. Koslow
- -----------------------------
John D. Koslow
Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
<PAGE>
EXHIBIT 24.2
AMERICAN EXPRESS CENTURION BANK
POWER OF ATTORNEY
American Express Centurion Bank, a Utah corporation (the "Company"), and
each of the undersigned officers and directors of the Company, hereby constitute
and appoint Robert D. Kraus, Stephen P. Norman, Gilbert E. Ahye and Rhonda
Halpern, jointly and severally, with full power of substitution and revocation,
their true and lawful attorneys-in-fact and agents, for them and on their behalf
and in their respective names, places and steads, in any and all capacities, to
sign, execute and affix their respective seals thereto and file any of the
documents referred to below relating to the American Express Master Trust; all
filings and reports required under the Securities Exchange Act of 1934,
including Current Reports on Form 8-K and Annual Reports on Form 10-K, including
any amendments thereto, on behalf of the Company, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as they might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in counterparts.
IN WITNESS WHEREOF, American Express Centurion Bank has caused this Power
of Attorney to be executed in its name by its Chairman and attested by its
Assistant Secretary, and the undersigned officers and directors have hereunto
set their hand as of the 29th day of March 2000.
AMERICAN EXPRESS CENTURION BANK
By: /s/ Frank L. Skillern
----------------------------
Frank L. Skillern
Chairman
ATTEST:
/s/ Robert D. Kraus
- ------------------------
Robert D. Kraus
Assistant Secretary
<PAGE>
/s/ Frank L. Skillern
- -------------------------
Frank L. Skillern
Director and Chairman
/s/ David E. Poulsen
- --------------------------
David E. Poulsen
Director, President and Chief Executive Officer
/s/ Gilbert E. Ahye
- --------------------------
Gilbert E. Ahye
Director
- --------------------------
Maria J. Garciaz
Director
/s/ Ash Gupta
- --------------------------
Ash Gupta
Director
- --------------------------
Peter A. Lefferts
Director
/s/ Raymond F. Pettit
- --------------------------
Raymond F. Pettit
Director
/s/ Roslyn M. Watson
- --------------------------
Roslyn M. Watson
Director
/s/ James F. Welch
- --------------------------
James F. Welch
Director
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
------------------------------------------------------------------
AMERICAN EXPRESS MASTER TRUST
------------------------------------------------------------------
The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc., as Servicer ("TRS"), pursuant to the
Amended and Restated Master Pooling and Servicing Agreement dated as of May 1,
1998 (as amended and supplemented, the "Agreement"), by and among TRS, as
Servicer, American Express Centurion Bank, a Utah banking institution, and
American Express Receivables Financing Corporation, each as Transferor, and The
Bank of New York, as trustee (the "Trustee"), does hereby certify to the best of
his knowledge after reasonable investigation that:
1. TRS is as of the date hereof the Servicer under the Agreement.
Capitalized terms used in this Certificate have their respective meanings set
forth in the Agreement.
2. The undersigned is duly authorized pursuant to the Agreement to
execute and deliver this Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section 3.05 of the Agreement.
4. A review of the activities of the Servicer during the calendar
year ended December 31, 1999 and of its performance under the Agreement was
conducted under my supervision.
5. Based on such review, to the best of my knowledge, the Servicer
has fully performed all its obligations under the Agreement throughout such
calendar year and no event which, with the giving of notice or passage of time
or both, would constitute a Servicer Default has occurred and is continuing
except as set forth in paragraph 6 below.
6. The following is a description of each Servicer Default in the
performance of the Servicer's obligations or Early Amortization Event under the
provisions of the Agreement known to me to have been made during the calendar
year ended December 31, 1999, which sets forth in detail (i) the nature of each
such Servicer Default or Early Amortization Event, (ii) the action taken by
the Servicer, if any, to remedy each such Servicer Default or Early Amortization
Event, and (iii) the current status of each such default: NONE.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Servicer, has duly executed this Certificate this 14th day of March, 2000.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Lawrence Fazzari
------------------------------
Name: Lawrence Fazzari
Title: Vice President - Business Results
<PAGE>
EXHIBIT 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
American Express Centurion Bank
6985 Union Park Center, Suite 235
Midvale, UT 84047
American Express Receivables Financing Corporation
3 World Financial Center
200 Vesey Street
New York, New York 10285
and
The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
We have audited in accordance with auditing standards generally accepted in
the United States the consolidated balance sheet of American Express Travel
Related Services Company, Inc. (the "Company") as of December 31, 1999, and the
related consolidated statements of income, shareholder's equity, and cash flows
for the year then ended, and have issued our report thereon dated February 3,
2000.
In connection with our audit, nothing came to our attention that caused us to
believe that the Company failed to comply with the terms, covenants, provisions,
or conditions of Articles III and IV and Section 8.08 of the Amended and
Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998 as
supplemented by the Series' 1992-2, 1993-1, 1994-1, 1994-2, 1994-3, 1996-1,
1996-2, and 1998-1 Supplements (together the "Agreement"), among the Company, as
Servicer, American Express Receivables Financing Corporation ("RFC") and
American Express Centurion Bank ("Centurion"), as Transferors, and The Bank of
New York ("BONY"), as Trustee on behalf of the Certificateholders of the Trust,
insofar as they relate to accounting matters. However, our audit is not directed
primarily toward obtaining knowledge of such noncompliance. Also, it should be
understood that we make no representations as to questions of legal
interpretation.
<PAGE>
This report is intended solely for the information and use of the Company, RFC,
Centurion, BONY, Moody's Investors Services and Standard & Poor's Corporation
and is not intended to be and should not be used by anyone other than these
specified parties. However, this report is a matter of public record, as a
result of inclusion as an exhibit to the Annual Report to Shareholders on Form
10-K filed by RFC on behalf of the Trust, and its distribution is not limited.
/s/ Ernst & Young LLP
March 15, 2000
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
American Express Centurion Bank
6985 Union Park Center, Suite 235
Midvale, UT 84047
American Express Receivables Financing Corporation
3 World Financial Center
200 Vesey Street
New York, New York 10285
and
The Bank of New York
101 Barclay Street, Floor 12E
New York, New York 10286
We have examined management's assertion that American Express Travel
Related Services Company, Inc. ("TRS"), a wholly owned subsidiary of American
Express Company ("American Express"), maintained internal control policies and
procedures over the functions performed as Servicer of the American Express
Master Trust (the "Trust") that are effective, as of December 31, 1999, in
providing reasonable assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition and that transactions are executed in
accordance with management's authorization in conformity with the Amended and
Restated Master Pooling and Servicing Agreement, dated as of May 1, 1998, as
supplemented by the Series' 1992-2, 1993-1, 1994-2, 1994-3, 1996-1, 1996-2, and
1998-1 Supplements (together the "Agreements"), among TRS as Servicer, American
Express Receivables Financing Corporation ("RFC") and American Express Centurion
Bank ("Centurion"), as Transferors, and The Bank of New York, as Trustee on
behalf of the Certificateholders of the Trust, and are recorded properly to
permit the preparation of the required financial reports. This assertion is
included in the accompanying report of management titled, "Report of Management
on Master Trust Internal Control Policies and Procedures and Pooling and
Servicing Agreement Compliance" (the "Report").
<PAGE>
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly, included
obtaining an understanding of the internal control policies and procedures over
the functions performed by TRS as Servicer of the Trust, testing and evaluating
the design and operating effectiveness of the policies and procedures, and such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion.
Because of inherent limitations in any internal control policy and
procedure, errors or irregularities may occur and not be detected. Also,
projections of any evaluation of the control structure policies and procedures
over the functions performed by TRS as Servicer of the Trust to future periods
are subject to the risk that the policies and procedures may become inadequate
because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management's assertion that TRS maintained internal control
policies and procedures over the functions performed as Servicer of the Trust
that are effective, as of December 31, 1999, in providing reasonable assurance
that Trust assets are safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance with management's
authorization in conformity with the Agreement between TRS as Servicer, RFC and
Centurion as Transferors, and The Bank of New York, as Trustee on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports, is fairly stated, in all material
respects, based upon the criteria specified in the Report.
This report is intended solely for the information and use of the Board of
Directors and management of TRS as Servicer, RFC and Centurion as Transferors,
and The Bank of New York as Trustee on behalf of the Certificateholders of the
Trust, and is not intended to be and should not be used by anyone other than
these specified parties. However, this report is a matter of public record, as a
result of inclusion as an exhibit to the Annual Report to Shareholders on Form
10-K filed by RFC on behalf of the Trust, and its distribution is not limited.
/s/ Ernst & Young LLP
March 15, 2000
<PAGE>
REPORT OF MANAGEMENT ON MASTER TRUST INTERNAL CONTROL
POLICIES AND PROCEDURES AND POOLING AND SERVICING
AGREEMENT COMPLIANCE
Internal Control Policies and Procedures
- ----------------------------------------
American Express Travel Related Services Company, Inc. ("TRS"), which is a
wholly-owned subsidiary of American Express Company, is responsible for
establishing and maintaining effective control structure policies and procedures
over the functions performed as Servicer of the American Express Master Trust
(the "Trust"). These policies and procedures are designed to provide reasonable
assurance to TRS's management and board of directors that Trust assets are
safeguarded against loss from unauthorized use or disposition and that
transactions are executed in conformity with the Amended and Restated Master
Pooling and Servicing Agreement dated as of May 1, 1998 as supplemented by
Series' 1993-1, 1994-2, 1994-3, 1996-1, 1996-2 and 1998-1 Supplements (together
the "Agreement"), among TRS as Servicer, American Express Receivables Financing
Corporation ("RFC") and American Express Centurion Bank ("Centurion") as
Transferors, and The Bank of New York as Trustee on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports.
There are inherent limitations in any internal control policy and procedure,
including the possibility of human error and the circumvention or overriding of
controls. Accordingly, even effective internal control policies and procedures
can provide only reasonable assurance with respect to the achievement of any
objectives of internal control. Further, because of changes in conditions, the
effectiveness of the internal control policies and procedures may vary over
time.
TRS has determined that the objectives of its control structure policies and
procedures, with respect to servicing and reporting of transferred receivables,
are to provide reasonable, but not absolute assurance that:
o Funds collected are appropriately allocated to the Trust in accordance with
the Agreement.
o The addition of Accounts to the Trust are authorized in accordance with the
Agreement.
<PAGE>
o The removal of Accounts from the Trust are authorized in accordance with
the Agreement.
o Trust assets amortizing out of the Trust are calculated in accordance with
the Agreement.
o Daily records as specified in the Agreement are maintained and are
available for inspection by the Trustee upon request.
o Monthly Servicer's Certificates are prepared and contain the required
information in accordance with the Agreement.
o Monthly Servicer's Certificates generated pursuant to the Agreement are
materially correct and are derived from and reconcile to the computer
reports which are the source of such amounts contained in the reports.
o On an annual basis, the Servicer will deliver to the Trustee an Annual
Servicer's Certificate.
o The payments to the Trustee are made by the Servicer in accordance with the
Agreement.
TRS has assessed its internal control policies and procedures over the functions
performed as Servicer of the Trust in relation to these criteria. Based upon
this assessment, TRS maintained that, as of December 31, 1999, its internal
control policies and procedures over the functions performed as Servicer of the
Trust are effective in providing reasonable assurance that Trust assets are
safeguarded against loss from unauthorized use or disposition and the
transactions are executed in accordance with management's authorization in
conformity with the Agreement among TRS as Servicer, RFC and Centurion as
Transferors, and The Bank of New York as Trustee on behalf of the
Certificateholders of the Trust, and are recorded properly to permit the
preparation of the required financial reports.
Pooling and Servicing Agreement Compliance
- ------------------------------------------
TRS is responsible for complying with the Agreement. TRS assessed its
compliance, as of December 31, 1999 and for the annual compliance period then
ended, with the relevant covenants and conditions identified in the Agreements.
Based upon this assessment and the delivery of the independent accountant's
letters pursuant to Section 3.06 (a) and (b) of the Agreement, TRS was in
compliance, as of December 31, 1999 and for the annual compliance period then
ended, with the relevant covenants and conditions identified in the Agreement.
In addition, TRS did not identify any instances of noncompliance in performing
the assessment.
March 15, 2000
<PAGE>
American Express Travel Related Services Company, Inc. by:
Date signed 3/29/00 /s/ Maureen B. Tart-Bezer
----------------- ----------------------------
Maureen B. Tart-Bezer
Senior Vice President and
Chief Financial Officer, TRS
Date signed 3/24/00 /s/ Bill Taylor
----------------- ----------------------------
Bill Taylor
Senior Vice President and
Chief Financial Officer, CCSG Finance
Date signed 3/23/00 /s/ Lawrence Fazzari
----------------- ----------------------------
Lawrence Fazzari
Vice President, CCSG Business Results
<PAGE>
EXHIBIT 99.3
Servicer's Certificate
American Express Travel Related Services Company, Inc.
Annual Statement
Relating to the Period December 29, 1998 through December 26, 1999
----------------------------------------------
American Express Master Trust
----------------------------------------------
The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc. ("TRS"), as Servicer pursuant to the
Amended and Restated Master Pooling and Servicing Agreement dated as of May
1, 1998 (as amended, the "Agreement"), as supplemented by the Series
Supplements, amongst TRS, American Express Receivables Financing
Corporation ("RFC"), and American Express Centurion Bank (AECB) as
Transferor, and The Bank of New York, as Trustee, does hereby certify the
information set forth below.
1. Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement or Series Supplement as applicable.
References herein to certain sections and subsections are references to the
respective sections and subsections in the Agreement.
2. TRS is Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the period from December 29, 1998 through
December 26, 1999.
A. Information Regarding the American Express Master Trust
1. Trust Principal Component at
December 29, 1998..... $6,618,962,209.69
2. Aggregate Invested Amounts at
December 29, 1998..... $4,208,494,207.00
3. Transferor Amount at
December 29, 1998..... $2,410,468,002.69
4. Trust Principal Component at
December 26, 1999..... $7,068,822,423.11
5. Aggregate Invested Amounts at
December 26, 1999..... $3,679,393,678.00
6. Transferor Amount at
December 26, 1999..... $3,389,428,745.11
B. Information Regarding Performance of the American Express Master Trust
Receivable Pool
1. The aggregate Receivable balance as of
(a) December 29, 1998 was equal to..... $6,823,672,381.13
(b) December 26, 1999 was equal to..... $7,287,445,797.01
<PAGE>
Servicer's Certificate
American Express Travel Related Services Company, Inc.
Relating to the Period December 29, 1998 through December 26, 1999
2. The Yield Factor in effect from December 29, 1998 through
December 26, 1999 was equal to..... 3.0000%
3. (a)The aggregate amount of Collections on Receivables,
exclusive of recoveries for the period December 29, 1998
through December 26, 1999 was equal to..... $55,166,513,308.78
3. (b)The aggregate balance of Receivables
deposited to the Collection Account
pursuant to Sections 2.04(d) and 3.03
of the Agreement for the period December 29, 1998
through December 26, 1999 was equal to..... $ 0.00
4. The aggregate amount of Principal Collections
for the period December 29, 1998 through December 26, 1999
was equal to..... $53,511,517,909.52
5. The aggregate amount of Yield Collections
for the period December 29, 1998 through December 26, 1999
was equal to..... $ 1,654,995,399.26
6. Gross Losses
[The aggregate amount of Receivables for all Accounts
which became Defaulted Accounts during the period
December 29, 1998 through December 26, 1999
was equal to]... $ 206,812,403.00
7. The aggregate amount of Recoveries
for the period December 29, 1998 through December 26, 1999
was equal to..... $ 58,539,041.81
8. (a)Net Losses [Gross Losses, less Recoveries]
for the period December 29, 1998 through December 26, 1999
was equal to..... $ 148,273,361.19
8. (b)The Default Amount [Net Losses, times
(1 minus the Yield Factor)]
for the period December 29, 1998 through December 26, 1999
was equal to..... $ 143,825,160.35
C. Information Regarding Performance of the American Express Master Trust
Receivable Pool (Percentage Basis)
1. The aggregate amount of Charge Volume and Fees
for the period December 29, 1998 through
December 26, 1999..... $55,837,099,127.66
2. Computed yield as a percentage of Charge Volume
and Fees [Yield Collections for the period
December 29, 1998 through December 26, 1999 divided by the
aggregate amount of Charge Volume and Fees for the
period December 29, 1998 through December 26, 1999..... 2.9640%
- 2 -
<PAGE>
Servicer's Certificate
American Express Travel Related Services Company, Inc.
Relating to the Period December 29, 1998 through December 26, 1999
3. Gross Losses as a percentage of Charge Volume
and Fees [Gross Losses, divided by the
aggregate amount of Charge Volume and Fees for the
period December 29, 1998 through December 26, 1999..... 0.3704%
4. Recovery rate [Recoveries, divided by the
aggregate amount of Charge Volume and Fees for the
period December 29, 1998 through December 26, 1999..... 0.1048%
5. Net Losses as a percentage of Charge Volume
and Fees [Net Losses, divided by the
aggregate amount of Charge Volume and Fees for the
period December 29, 1998 through December 26, 1999..... 0.2655%
6. Computed Net Yield as a percentage of Charge Volume
and Fees [Yield Collections less net Net Losses,
divided by the aggregate amount of Charge Volume and
Fees for the period December 29, 1998 through
December 26, 1999..... 2.6984%
7. Mean monthly Payment rate
[Average of the Average Monthly Payment Rates
reported for the Due Periods in 1999]..... 81.5660%
8. Mean Receivable turnover rate [Average of
the Receivable Turnover Rates reported for the Due
Periods in 1999]..... 9.3399%
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services
Company, Inc.
Servicer,
By: /s/ Lawrence Fazzari
------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
- 3 -
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1992-2
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1992-2 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1992-2.
1. Yield Collections allocated to Series 1992-2..... $ 76,708,810.93
2. Principal Collections allocated to
Series 1992-2 during the Revolving Period,
treated as Excess principal Collections..... $2,480,251,553.39
3. The Investor Default Amount allocated to
Series 1992-2..... $ 6,485,763.11
4. Total amount of Interest distributed to holders
of Series 1992-2 $ 17,489,418.00
5. Total amount of Principal distributed to
holders of Series 1992-2 $ 529,100,529.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
-----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1993-1
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1993-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1993-1.
1. Yield Collections allocated to Series 1993-1..... $ 183,295,016.09
2. Principal Collections allocated to
Series 1993-1 during the Revolving Period,
treated as Excess principal Collections..... $5,926,538,853.46
3. The Investor Default Amount allocated to
Series 1993-1..... $ 15,875,209.31
4. Total amount of Interest distributed to holders
of Series 1993-1 $ 34,170,634.92
5. Total amount of Principal distributed to
holders of Series 1993-1 $ 0.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1994-2
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1994-2 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1994-2.
1. Yield Collections allocated to Series 1994-2..... $ 91,647,507.90
2. Principal Collections allocated to
Series 1994-2 during the Revolving Period,
treated as Excess principal Collections..... $2,963,269,422.06
3. The Investor Default Amount allocated to
Series 1994-2..... $ 7,937,604.64
4. Total amount of Interest distributed to holders
of Series 1994-2 $ 24,153,174.60
5. Total amount of Principal distributed to
holders of Series 1994-2 $ 0.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
-----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1994-3
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1994-3 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1994-3.
1. Yield Collections allocated to Series 1994-3..... $ 91,647,507.90
2. Principal Collections allocated to
Series 1994-3 during the Revolving Period,
treated as Excess principal Collections..... $2,963,269,422.06
3. The Investor Default Amount allocated to
Series 1994-3..... $ 7,937,604.64
4. Total amount of Interest distributed to holders
of Series 1994-3 $ 24,938,095.20
5. Total amount of Principal distributed to
holders of Series 1994-3 $ 0.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
-----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1996-1
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1996-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1996-1.
1. Yield Collections allocated to Series 1996-1..... $ 296,492,073.27
2. Principal Collections allocated to
Series 1996-1 during the Revolving Period,
treated as Excess principal Collections..... $9,586,577,035.84
3. The Investor Default Amount allocated to
Series 1996-1..... $ 25,679,223.71
4. Total amount of Interest distributed to holders
of Series 1996-1 $ 58,040,991.28
5. Total amount of Principal distributed to
holders of Series 1996-1 $ 0.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
-----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1996-2
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1996-2 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1996-2.
1. Yield Collections allocated to Series 1996-2..... $ 93,629,075.68
2. Principal Collections allocated to
Series 1996-2 during the Revolving Period,
treated as Excess principal Collections..... $3,027,340,113.63
3. The Investor Default Amount allocated to
Series 1996-2..... $ 8,109,228.53
4. Total amount of Interest distributed to holders
of Series 1996-2 $ 18,188,085.45
5. Total amount of Principal distributed to
holders of Series 1996-2 $ 0.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
-----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
------------------------------------------------------
American Express Travel Related Services Company, Inc.
American Express Master Trust, Series 1998-1
------------------------------------------------------
Schedule - to Year End Servicer's Certificate with respect
to the Series 1998-1 Certificates
A. Information Regarding American Express Master Trust aggregated for the
period December 29, 1998 through December 26, 1999 allocated to Series
1998-1.
1. Yield Collections allocated to Series 1998-1..... $ 305,491,693.67
2. Principal Collections allocated to
Series 1998-1 during the Revolving Period,
treated as Excess principal Collections..... $9,877,564,761.99
3. The Investor Default Amount allocated to
Series 1998-1..... $ 26,458,682.20
4. Total amount of Interest distributed to holders
of Series 1998-1 $ 62,521,164.00
5. Total amount of Principal distributed to
holders of Series 1998-1 $ 0.00
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February, 2000.
American Express
Travel Related Services Company, Inc.
Servicer,
by: /s/ Lawrence Fazzari
-----------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
