<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 15, 1997
American Express Credit Account Master Trust
(Issuer in respect of the
Class A Series 1996-1 6.80% Asset Backed Certificates
and Class B Series 1996-1 6.95% Asset Backed Certificates)
American Express Centurion Bank
Co-Originator of the Trust and a Transferor
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 000-20787-01 11-2869526
- ---------------------------- ------------ -------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
--------------
American Express Receivables Financing Corporation II
Co-Originator of the Trust and a Transferor
-----------------------------------------------------
Delaware 000-20787 13-3854638
-------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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) 640-4473
--------------
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<PAGE>
Item 2. Acquisition or Disposition of Assets
On August 7, 1997 American Express Receivables Financing Corporation II
("RFCII") and American Express Centurion Bank ("Centurion"), as transferors,
designated certain additional revolving credit Eligible Accounts owned by
Centurion to be included as Accounts in the American Express Credit Account
Master Trust (the "Additional Accounts") and transferred to the Trust all
eligible Receivables arising in such Additional Accounts and existing as
of the close of business on July 25, 1997 (the "Additional Accounts Cut Off
Date"), all Receivables arising in such Additional Accounts from time to time
and funds collected or to be collected from obligors in respect of the
Receivables. The Additional Accounts were selected in a manner not adverse
to the interests of the exsiting Certificateholders. As of the Additional
Accounts Cut Off Date, the Receivables in the Additional Accounts Cut Off
Date, the Receivables in the Additional Accounts totaled approximately
$2.3 billion. Such Receivables existing as of the Additional Accounts Cut
Off Date were transferred from the transferors to the Trust in exchange for
an increase in the transferors' interest in the Trust represented by the
Original Transferor Certificate. The Trust did not issue any additional
investor certificates.
The Receivables were transferred to the Trust by Assignment No. 1 of
Receivables in Additional Accounts dated as of August 7, 1997 among
Centurion, RFCII and The Bank of New York as trustee, as required by
Section 2.09 of the Pooling and Servicing Agreement dated as of May 16, 1996.
American Express Credit Corporation ("Credco") conveyed its interest in the
Receivables to RFCII by Supplemental Conveyance No. 1 dated as of
August 7, 1996 between Credco as the Seller and RFCII as the purchaser,
pursuant to the Receivables Purchase Agreement dated as of May 16, 1996.
Item 5. Other Events
Monthly Servicer's Certificate.
On May 16, 1996, the Trust issued $865,000,000 Class A Series 1996-1
6.80% Asset Backed Certificates and $60,000,000 Class B Series 1996-1
6.95% Asset Backed Certificates (the "Class A Certificates" and the "Class
B Certificates", respectively, and collectively, the "Series 1996-1
Certificates"), offered pursuant to a Prospectus Supplement dated May 9,
1996 to Prospectus dated May 9, 1996 and issued under the Pooling and
Servicing Agreement (the "Agreement") dated as of May 16, 1996, and the
Series 1996-1 Supplement dated as of May 16, 1996, to the Agreement (the
"Series 1996-1 Supplement"). Interest on the Series 1996-1 Certificates
accrues from May 16, 1996 and is payable on July 15, 1996 and on the
fifteenth day of each month thereafter (or, if such fifteenth day is not
a business day, the immediately succeeding business day) (each, a
"Distribution Date"). Principal with respect to the Class A Certificates
and the Class B Certificates is scheduled to be distributed on the May
2001 Distribution Date, but may be paid earlier or later under certain
limited circumstances as provided in the Agreement and Series 1996-1
Supplement.
The Monthly Servicer's Certificate for the August 15, 1997
Distribution Date covering the Monthly Period June 26, 1997 to July 25,
1997, is filed as Exhibit 20.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
20.1 Series 1996-1 Monthly Servicer's Certificate for the
August 15, 1997 Distribution Date.
20.2 Assignment No. 1 of Receivables in Additional Accounts
dated as of August 7, 1997, by and among American
Express Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee.
20.3 Supplemental Conveyance No. 1 dated as of August 7, 1997
by and between American Express Credit Corporation as
Seller and American Express Receivables Financing
Corporation II as purchaser.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements 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 on the date indicated.
Dated: August 15, 1997
AMERICAN EXPRESS CREDIT ACCOUNT
MASTER TRUST
AMERICAN EXPRESS CENTURION BANK,
TRANSFEROR
By: /s/ L. Craig Downs
_________________________
Name: L. Craig Downs
Title: Secretary and Vice President,
Credit
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II, TRANSFEROR
By: /s/ Leslie R. Scharfstein
_________________________
Name: Leslie R. Scharfstein
Title: President
<PAGE>
EXHIBIT INDEX
Designation Description Page
- ----------- ----------- ----
Exhibit 20.1 Series 1996-1 Monthly Servicer's Certificate 6
for the August 15, 1997 Disburtion Date.
Exhibit 20.2 Assignment No. 1 of Receivables in Additional Accounts 15
dated as of August 7, 1997, by and among American
Express Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee.
Exhibit 20.3 Supplemental Conveyance No. 1 dated as of August 7, 1997 20
by and between American Express Credit Corporation as
Seller and American Express Receivables Financing
Corporation II as purchaser.
<PAGE>
Exhibit 20.1
<PAGE>
MONTHLY SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
--------------------------------------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1996-1
--------------------------------------------
The undersigned, a duly authorized representative of American Express Travel
Related Services Company, Inc., as Servicer ("TRS"), pursuant to the Pooling
and Servicing Agreement, dated as of May 16, 1996 (as amended and
supplemented, the "Agreement"), as supplemented by the Series 1996-1
Supplement (as amended and supplemented, the "Series Supplement"), among TRS,
as Servicer, American Express Centurion Bank and American Express Receivables
Financing Corporation II, as Transferors, and The Bank of New York, as
Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective meanings
as set forth in the Agreement or the Series Supplement, as applicable.
2. TRS is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on August
15, 1997 and covers activity from June 26, 1997 through July 25, 1997.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Monthly Period preceding such Distribution Date.
6. As of the date hereof, to the best knowledge of the undersigned, no Pay
Out Event occurred on or prior to such Distribution date.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 12th day of August, 1997.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Marianne Thomson
--------------------------------
Name: Marianne Thomson
Title: Director
Financial Administration
<PAGE>
<TABLE>
<CAPTION>
I. Monthly Period Trust Activity
A. Trust Activity Trust Totals
- ----------------- ------------
<S> <C> <C>
Number of days in period 30
Beginning Principal Receivable Balance 1,629,191,681.16
Special Funding Account Balance 0.00
Beginning Total Principal Balance 1,629,191,681.16
Finance Charge Collections (excluding 24,830,836.00
Discount Option & Recoveries)
Discount Percentage 2.00%
Discount Option Receivables Collections 2,887,357.30
Premium Option Receivables Collections 0.00
Recoveries 1,282,572.00
Total Collections of Finance Charge Receivables 29,000,765.30
Total Collections of Principal Receivables 141,480,507.70
Monthly Payment Rate 8.6841%
Defaulted amount 10,130,663.76
Annualized Default Rate 7.6161%
Trust Portfolio Yield 14.0920%
New Principal Receivables 140,785,603.42
Ending Principal Receivables Balance 1,618,366,113.12
Ending Required Minimum Principal Balance 1,070,000,000.00
Ending Transferor Amount 618,366,113.12
Ending Special Funding Account Balance 0.00
Ending Total Principal Balance 1,618,366,113.12
B. Series Allocations Series 1996-1 Trust Total
- --------------------- ------------- -----------
Group Number 1
Invested Amount 1,000,000,000.00 1,000,000,000.00
Adjusted Invested Amount 1,000,000,000.00 1,000,000,000.00
Principal Funding Account Balance 0.00 0.00
Series Required Transferor Amount 70,000,000.00 70,000,000.00
Series Allocation Percentage 100.00%
Series Alloc. Finance Charge Collections 29,000,765.30 29,000,765.30
Series Allocable Recoveries 1,282,572.00 1,282,572.00
Series Alloc. Principal Collections 141,480,507.70 141,480,507.70
Series Allocable Defaulted Amount 10,130,663.76 10,130,663.76
C. Group I Allocations Series 1996-1 Group I Total
- ---------------------- ------------- -------------
Investor Finance Charge Collections 17,800,707.94 17,800,707.94
Investor Monthly Interest 5,640,125.05 5,640,125.05
Investor Default Amount 6,218,214.76 6,218,214.76
Investor Monthly Fees 1,666,666.67 1,666,666.67
Investor Additional Amounts 0.00 0.00
Total 13,525,006.47 13,525,006.47
Reallocated Investor Finance Charge Collections 17,800,707.94 17,800,707.94
Available Excess 4,275,701.47 4,275,701.47
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
II. Series 1996-1 Certificates
Series Total Investor Transferors
A. Investor/Transferor Allocations Allocations Interest Interest
- ---------------------------------- ----------- -------------- -----------
<S> <C> <C> <C>
Beginning Invested/Transferor Amount 1,629,191,681.16 1,000,000,000.00 629,191,681.16
Beginning Adjusted Invested Amount N/A 1,000,000,000.00 N/A
Floating Allocation Percentage N/A 61.3801% 38.6199%
Principal Allocation Percentage N/A 61.3801% 38.6199%
Collections of Finance Chg. Receivables 29,000,765.30 17,800,707.94 11,200,057.70
Collections of Principal Receivables 141,480,507.70 86,840,922.00 54,639,585.70
Defaulted Amount 10,130,663.76 6,218,214.76 3,912,449.00
Ending Invested/Transferor Amounts 1,618,366,113.12 1,000,000,000.00 618,366,113.12
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- ---------- -----
<S> <C> <C> <C> <C>
Principal Funding Account 0.00 0.00 0.00 0.00
Investment Proceeds for Monthly Period 0.00 0.00 0.00 0.00
Reserve Draw Amount 0.00 0.00 0.00 0.00
Available Reserve Account Amount 0.00 0.00 0.00 0.00
Reserve Account Surplus 0.00 0.00 0.00 0.00
Coupon July 15 - August 14 6.8000% 6.9500% 6.0797%
Monthly Interest Due 4,901,666.67 347,500.00 390,958.38 5,640,125.05
Outstanding Monthly Interest Due 0.00 0.00 0.00 0.00
Additional Interest Due 0.00 0.00 0.00 0.00
Total Interest Due 4,901,666.67 347,500.00 390,958.38 5,640,125.05
Investor Default Amount 5,378.755.77 373,092.89 466,366.11 6,218,214.76
Investor Monthly Fees Due 1,441,666.67 100,000.00 125,000.00 1,666,666.67
Investor Additional Amounts Dues
Total Due 11,722,089.10 820,592.89 982,324.49 13,525,006.47
Reallocated Investor Finance Charge Collections 17,800,707.94
Interest and Principal Funding Investment Proceeds 0.00
Series Adjusted Portfolio Yield 14.0920%
Base Rate 8.6032%
- --------------------------------------------------------------------------------------------------------------
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- ---------- -----
Beginning Certificates Balance 865,000,000.00 60,000,000.00 75,000,000.00 1,000,000,000.00
Interest Distributions 4,901,666.67 347,500.00 390,958.38 5,640,125.05
Principal Deposits - Prin. Funding Account 0.00 0.00 0.00 0.00
Principal Distributions 0.00 0.00 0.00 0.00
Total Distributions 4,901,666.67 347,500.00 390,958.38 5,640,125.05
Ending Certificate Balance 865,000,000.00 60,000,000.00 75,000,000.00 1,000,000,000.00
</TABLE>
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<PAGE>
D. Information regarding distributions on the Distribution Date in respect
of the Class A Certificates per $1,000 original certificate principal amount.
1. Total amount of the distribution: $ 5.67
2. Amount of the distribution in
respect of Class A Monthly Interest: $ 5.67
3. Amount of the distribution in respect of
Class A Outstanding Monthly Interest: $ 0.00
4. Amount of the distribution in respect of
Class A Additional Interest: $ 0.00
5. Amount of the distribution in
respect of Class A Principal: $ 0.00
E. Class A Investor Charge-Offs and Reimbursement of Class A Investor
Charge-Offs on such Distribution Date.
1. Total amount of Class A Investor Charge-Offs: $ 0.00
2. Amount of Class A Investor Charge-
Offs per $1,000 original certificate
principal amount: $ 0.00
3. Total amount reimbursed in respect of
Class A Investor Charge-Offs: $ 0.00
4. Amount reimbursed in respect of Class
A Investor Charge-Offs per $1,000
original certificate principal amount: $ 0.00
5. The amount, if any, by which the
outstanding principal balance of the
Class A Certificates exceeds the Class
A Invested Amount after giving effect to
all transactions on such Distribution
Date: $ 0.00
F. Information regarding distributions in respect of the Class B
Certificates, per $1,000 original certificate principal amount.
1. The total amount of the distribution: $ 5.79
2. Amount of the distribution in
respect of class B monthly interest: $ 5.79
3. Amount of the distribution in
respect of class B outstanding monthly
interest: $ 0.00
4. Amount of the distribution in
respect of class B additional interest: $ 0.00
- 4 -
<PAGE>
5. Amount of the distribution in
respect of class B principal: $ 0.00
G. Amount of reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount on such Distribution
Date.
1. The amount of reductions in Class B
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition
of Class B Invested Amount: $ 0.00
2. The amount of reductions in the
Class B Invested Amount set forth in
paragraph 1 above, per $1,000 original
certificate principal amount: $ 0.00
3. The total amount reimbursed in respect
of such reductions in the Class B
Invested Amount: $ 0.00
4. The amount set forth in paragraph 3
above, per $1,000 original certificate
principal amount: $ 0.00
5. The amount, if any, by which the
outstanding principal balance of the
Class B Certificates exceeds the Class B
Invested Amount after giving effect to
all transactions on such Distribution
Date: $ 0.00
H. Information regarding distributions on the Distribution Date to the
Collateral Interest Holder.
1. Total amount distributed to the Collateral
Interest Holder: $ 390,958.38
2. Amount distributed in respect of Collateral
Monthly Interest: $ 390,958.38
3. Amount distributed in respect of Collateral
Additional Interest: $ 0.00
4. The amount distributed to the Collateral
Interest Holder in respect of principal
on the Collateral Invested Amount: $ 0.00
I. Amount of reductions in Collateral Invested Amount pursuant to clauses
(c), (d), and (e) of the definition of Collateral Invested Amount.
1. The amount of reductions in the
Collateral Invested Amount pursuant
to clauses (c), (d), and (e) of the
definition of Collateral Invested Amount: $ 0.00
- 5 -<PAGE>
2. The total amount reimbursed in respect
of such reductions in the Collateral
Invested Amount: $ 0.00
J. Application of Reallocated Investor Finance Charge Collections.
1. Class A Available Funds: $ 15,397,612.37
a. Class A Monthly Interest: $ 4,901,666.67
b. Class A Outstanding Monthly Interest: $ 0.00
c. Class A Additional Interest: $ 0.00
d. Class A Investor Default Amount
(Treated as Available Principal
Collections): $ 5,378,755.77
e. Excess Spread: $ 5,117,189.93
2. Class B Available Funds: $ 1,068,042.48
a. Class B Monthly Interest: $ 347,500.00
b. Class B Outstanding Monthly Interest: $ 0.00
c. Class B Additional Interest: $ 0.00
d. Excess Spread: $ 720,542.48
3. Collateral Available Funds: $ 1,335,053.10
a. Excess Spread: $ 1,335,053.10
4. Total Excess Spread: $ 7,172,785.51
K. Reallocated Principal Collections.
1. Principal Allocation Percentage: 61.3801%
2. Series 1996-1 Allocable Principal
Collections: $ 141,480,507.70
3. Principal Allocation Percentage of
Series 1996-1 Allocable Principal
Collections: $ 86,840,922.00
4. Reallocated Principal Collections
Required to fund the Required Amount: $ 0.00
5. Item 3 minus item 4: $ 86,840,922.00
6. Shared Principal Collections from other
Series allocated to Series 1996-1: N/A
7. Other amounts Treated as Available Principal
Collections: $ 6,218,214.76
8. Available Principal Collections
(total of 5., 6. & 7.): $ 93,059,136.76
- 6 -
<PAGE>
L. Application of Available Principal Collections during Revolving Period.
1. Collateral Invested Amount $ 75,000,000.00
2. Required Collateral Invested Amount $ 75,000,000.00
3. Excess of Collateral Invested Amount
over Required Collateral Invested Amount: $ 0.00
4. Treated as Shared Principal Collections: $ 93,059,136.76
M. Application of Principal Collections During Accumulation or Amortization
Period.
1. Principal Funding Account: N/A
2. Excess of Collateral Invested Amount
over Required Collateral Invested Amount: N/A
3. Principal Distribution: N/A
4. Treated as Shared Principal Collections: N/A
N. Application of Excess Spread and Excess Finance Charge Collections
Allocated to Series 1996-1
1. Excess Spread: $ 7,172,785.51
2. Excess Finance Charge Collections: $ 0.00
3. Applied to fund Class A Required Amount: $ 0.00
4. Class A Investor Charge-Offs treated
as Available Principal Collections: $ 0.00
5. Applied to fund Class B overdue Interest: $ 0.00
6. Applied to fund Class B Required Amount: $ 373,092.89
7. Reduction of Class B Invested Amount
treated as Available Principal Collections: $ 0.00
8. Applied to Collateral Monthly Interest: $ 390,958.38
9. Applied to unpaid Monthly Servicing Fee: $ 1,666,666.67
10. Collateral Default Amount treated as
Available Principal Collections: $ 466,366.11
11. Reduction of Collateral Invested Amount
treated as Available Principal Collections: $ 0.00
12. Deposited to Reserve Account: $ 0.00
13. Applied to other amounts owed to
Collateral Interest Holder: $ 0.00
l4. Balance: $ 4,275,701.46
III. Trust Performance
A. Delinquencies
1. 31-60 Days Delinquent: $ 24,486,153.00
2. 61-90 Days Delinquent: $ 13,759,633.00
3. 90+ Days Delinquent: $ 18,039,179.00
4. Total 30+ Days Delinquent: $ 56,284,965.00
- 7 -<PAGE>
B. Yield and Base Rate
1. Base Rate
a. Current Monthly Period 8.6032%
b. Prior Monthly Period 9.1658%
c. Second Prior Monthly Period 8.3498%
2. Three Month Average Base Rate 8.7063%
3. Series Adjusted Portfolio Yield
a. Current Monthly Period 14.09%
b. Prior Monthly Perid 12.19%
c. Second Prior Monthly Period 13.76%
4. Three Month Average Series Adjusted Portfolio Yield 13.35%
- 8 -
<PAGE>
Exhibit 20.2
<PAGE>
ASSIGNMENT NO. 1 OF RECEIVABLES IN ADDITIONAL ACCOUNTS
(As required by Section 2.09 of
the Pooling and Servicing Agreement)
ASSIGNMENT NO. 1 OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated
as of August 7, 1997 (this "Assignment"), by and among (i) AMERICAN
EXPRESS CENTURION BANK, a Delaware banking institution, and
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, a Delaware
corporation, as transferors (together, the "Transferors"), and (ii)
THE BANK OF NEW YORK, a New York banking corporation not in its
individual capacity but solely as trustee (the "Trustee"), pursuant
to the Agreement referred to below.
WITNESSETH
WHEREAS the Transferors and the Trustee and American Express
Travel Related Services Company, Inc., as the Servicer (the
"Servicer"), are parties to the Pooling and Servicing Agreement
dated as of May 16, 1996 (as amended and supplemented, the
"Agreement");
WHEREAS, pursuant to the Agreement, the Transferors wish to
designate Additional Accounts to be included as Accounts and to
convey the Receivables of such Additional Accounts, whether now
existing or hereafter created, to the Trust as part of the corpus
of the Trust (as each such term is defined in the Agreement); and
WHEREAS the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, the Transferors and the Trustee hereby agree
as follows:
1. Defined Terms. All capitalized terms used herein shall
have the meanings ascribed to them in the Agreement unless
otherwise defined herein.
"Addition Date" shall mean, with respect to the Additional
Accounts designated hereby, August 7, 1997.
"Addition Cut-Off Date" shall mean, with respect to the
Additional Accounts designated hereby, July 25, 1997.
2. Designation of Additional Accounts. On or before the
Document Delivery Date, the Transferors will deliver to the Trustee
a computer file, microfiche list or printed list containing a true
and complete schedule identifying all Additional Accounts
designated hereby and specifying for each such Account, as of the
Addition Cut-Off Date, its account number and the aggregate amount
of Receivables outstanding in such Account, which computer file or
list shall supplement Schedule 1 to the Agreement.
3. Conveyance of Receivables. (a) The Transferors do hereby
transfer, assign, set over, sell and otherwise convey, without
recourse except as set forth in the Agreement, to the Trustee, on
behalf of the Trust, for the benefit of the Certificateholders, all
their respective right, title and interest in, to and under the
Receivables of such Additional Accounts existing at the close of
business on the Addition Cut-Off Date and thereafter created from
time to time until the termination of the Trust, all monies due or
to become due and all amounts received with respect thereto and all
Collections (including Recoveries) and proceeds (including
Insurance Proceeds and "proceeds" as defined in the UCC) thereof.
The foregoing does not constitute and is not intended to result in
the creation or assumption by the Trust, the Trustee, any Investor
Certificateholder or any Series Enhancer of any obligation of the
Servicer, the Transferors or any other Person in connection with
the Accounts, the Receivables or under any agreement or instrument
relating thereto.
(b) The Transferors agree to record and file, at their own
expense, financing statements (and continuation statements when
applicable) with respect to the Receivables now existing and
hereafter created in Additional Accounts, meeting the requirements
of applicable state law in such manner and in such jurisdictions as
are necessary to perfect, and maintain perfection of, the sale and
assignment of their interest in such Receivables to the Trust, and
to deliver a file-stamped copy of each such financing statement or
other evidence of such filing to the Trustee on or prior to the
Addition Date. The Trustee shall be under no obligation whatsoever
to file such financing or continuation statements or to make any
other filing under the UCC in connection with such sale and
assignment.
(c) In connection with such sale, the Transferors further
agree, at their own expense, on or prior to the date of this
Assignment, to indicate in the appropriate computer files that
Receivables created in connection with the Additional Accounts
designated hereby have been conveyed to the Trust pursuant to the
Agreement and this Assignment for the benefit of the
Certificateholders by including in the securitization field of such
computer files the code "G" for each such Additional Account.
(d) The Transferors do hereby grant to the Trustee a security
interest in all of their right, title and interest, whether now
owned or hereafter acquired, in and to the Receivables now existing
and hereafter created in the Additional Accounts, all monies due or
to become due and all amounts received with respect thereto and all
Collections (including Recoveries) and proceeds (including
Insurance Proceeds and "proceeds" as defined in the UCC) thereof.
This Assignment constitutes a security agreement under the UCC.
4. Acceptance by Trustee. The Trustee hereby acknowledges
its acceptance on behalf of the Trust of all right, title and
interest to the property, now existing and hereafter created,
conveyed to the Trust pursuant to Section 3(a) of this Assignment,
and declares that it shall maintain such right, title and interest,
upon the trust set forth in the Agreement for the benefit of all
Certificateholders. The Trustee further acknowledges that, prior
to or simultaneously with the execution and delivery of this
Assignment, the Transferors delivered to the Trustee the computer
file or microfiche list described in Section 2 of this Assignment.
5. Representations and Warranties of the Transferors. Each
Transferor hereby severally represents and warrants to the Trustee,
on behalf of the Trust, as of the date of this Assignment and as of
the Addition Date that:
(a) Legal Valid and Binding Obligation. This Assignment
constitutes a legal, valid and binding obligation of such
Transferor enforceable against such Transferor in accordance with
its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity);
(b) Eligibility of Accounts. As of the Addition
Selection Date, each Additional Account designated hereby is an
Eligible Account and each Receivable in each Additional Account
designated hereby is an Eligible Receivable;
(c) Insolvency. As of each of the Addition Cut-Off Date
and the Addition Date, no Insolvency Event with respect to the
Transferors has occurred and the transfer by the Transferors of
Receivables arising in the Additional Accounts to the Trust has not
been made in contemplation of the occurrence thereof;
(d) Pay Out Event. Such Transferor reasonably believes
that (A) the addition of the Receivables arising in the Additional
Accounts will not, based on the facts known to such Transferor,
then or thereafter cause a Pay Out Event to occur with respect to
any Series and (B) no selection procedure was utilized by such
Transferor which would result in the selection of Additional
Accounts (from among the available Eligible Accounts owned by such
Transferor) that would be materially adverse to the interests of
the Investor Certificateholders of any Series as of the Addition
Date;
(e) Security Interest. This Assignment constitutes a
valid sale, transfer and assignment to the Trust of all right,
title and interest, whether now owned or hereafter acquired, of
such Transferor in the Receivables now existing or hereafter
created in the Additional Accounts, all monies due or to become due
and all amounts received with respect thereto and, to the extent
set forth in UCC 9-306 in effect in the relevant state, the
"proceeds" thereof, or, if this Assignment does not constitute a
sale of such property, it constitutes a grant of a "security
interest" in such property to the Trust, which, in the case of
existing Receivables and the proceeds thereof, is enforceable upon
execution and delivery of this Assignment, and which will be
enforceable with respect to such Receivables hereafter created and
the proceeds thereof upon such creation. Upon the filing of the
financing statements described in Section 3 of this Assignment and,
in the case of the Receivables hereafter created and the proceeds
thereof, upon the creation thereof, the Trust shall have a first
priority perfected security or ownership interest in such property,
except for (i) Liens permitted under clause (d) of the definition
of "Eligible Receivable" in the Agreement, (ii) the interests of
the holders of the Transferor Certificates under the Agreement and
(iii) the right to receive interest and investment earnings (net of
losses and investment expenses) in respect of the Collection
Account as provided in the Agreement or any Series Account if so
provided in the applicable Supplement;
(f) No Conflict. The execution and delivery by such
Transferor of this Assignment, the performance of the transactions
contemplated by this Assignment and the fulfillment of the terms
hereof applicable to such Transferor, will not conflict with or
violate any Requirements of Law applicable to such Transferor or
conflict with, result in any breach of any of the material terms
and provisions of, or constitute (with or without notice or lapse
of time or both) a material default under, any indenture, contract,
agreement, mortgage, deed of trust or other instrument to which
such Transferor is a party or by which it or its properties are
bound;
(g) No Proceedings. There are no proceedings or
investigations, pending or, to the best knowledge of such
Transferor, threatened against such Transferor before any court,
regulatory body, administrative agency or other tribunal or
governmental instrumentality (i) asserting the invalidity of this
Assignment, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Assignment, (iii) seeking any
determination or ruling that, in the reasonable judgment of such
Transferor, would materially and adversely affect the performance
by such Transferor of its obligations under this Assignment or (iv)
seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this Assignment;
and
(h) All Consents. All authorizations, consents, orders
or approvals of any court or other governmental authority required
to be obtained by such Transferor in connection with the execution
and delivery of this Assignment by such Transferor and the
performance of the transactions contemplated by this Assignment by
such Transferor, have been obtained.
(i) List of Accounts. As of the Addition Date, to the
best knowledge of the Transferors, the computer file or microfiche
list of Additional Accounts complies with the requirements of
Section 2 hereof.
6. Ratification of Agreement. As supplemented by this
Assignment, the Agreement is in all respects ratified and confirmed
and the Agreement as so supplemented by this Assignment shall be
read, taken and construed as one and the same instrument.
7. Counterparts. This Assignment may be executed in two or
more counterparts, and by different parties on separate
counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
8. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, each Transferor and the Trustee have
caused this Assignment to be duly executed by their respective
officers as of the day and year first above written.
AMERICAN EXPRESS CENTURION BANK,
as a Transferor
By /s/ Maureen Ryan
___________________
Name: Maureen Ryan
Title: Assistant Treasurer
AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION II,
as a Transferor
By /s/ Leslie R. Scharfstein
-------------------------
Name: Leslie R. Scharfstein
Title: President
THE BANK OF NEW YORK,
not in its individual capacity,
but solely as Trustee
By /s/ Reyne A. Macadaeg
---------------------
Name: Reyne A. Macadaeg
Title: Assistant Vice President
<PAGE>
Exhibit 20.3
<PAGE>
SUPPLEMENTAL CONVEYANCE
SUPPLEMENTAL CONVEYANCE NO. 1 dated as of August 7, 1997 by
and between AMERICAN EXPRESS CREDIT CORPORATION, as seller (the
"Seller"), and AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
II, as purchaser ("RFC II"), pursuant to the Receivables Purchase
Agreement referred to below.
WHEREAS, the Seller and RFC II are parties to a Receivables
Purchase Agreement, dated as of May 16, 1996 (as such agreement may
have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Receivables Purchase Agreement");
WHEREAS, Additional Accounts have been designated pursuant to
the Pooling and Servicing Agreement; pursuant to the Receivables
Purchase Agreement, RFC II wishes to purchase the Credco
Receivables of such Additional Accounts from the Seller pursuant to
the Receivables Purchase Agreement; and RFC II has delivered an
Addition Notice to the Seller pursuant to Section 2.1(b) of the
Receivables Purchase Agreement; and
WHEREAS, the Seller is willing to sell Credco Receivables
subject to the terms and conditions hereof.
NOW, THEREFORE, the Seller and RFC II hereby agree as follows:
1. Defined Terms. Each capitalized term used but not
defined herein shall have the meaning specified in the Receivables
Purchase Agreement, or, if not defined therein, in the Pooling and
Servicing Agreement.
2. Conveyance of Receivables. The Seller does hereby sell,
transfer, assign, set over and otherwise convey to RFC II
(collectively, a "Supplemental Conveyance"), without recourse
except as provided in the Receivables Purchase Agreement, all of
its right, title and interest in, to and under (i) the Credco
Receivables existing in the Additional Accounts described in the
Addition Notice at the close of business on the related Addition
Cut-Off Date, all monies due and or to become due and all amounts
received with respect thereto and all proceeds (including, without
limitation, "proceeds" as defined in the UCC) thereof and (ii) the
right to receive Recoveries with respect to such Credco
Receivables.
3. Acceptance by RFC II and Payment of Purchase Price.
RFC II hereby acknowledges its acceptance of all right, title and
interest to the property, now existing and hereafter created,
conveyed to RFC II pursuant to Section 2.1 of this Supplemental
Conveyance, and declares that it shall maintain such right, title
and interest. RFC II shall pay to the Seller the Purchase Price,
calculated pursuant to Section 3.1 of the Receivables Purchase
Agreement, for such property no later than the Distribution Date
following the Monthly Period during which the related Addition Date
occurs.
4. Representations and Warranties of the Parties. Each of
the Seller and RFC II hereby makes the representations and
warranties required by the Receivables Purchase Agreement to be
made as of the related Addition Date.
5. Ratification of the Receivables Purchase Agreement. The
Receivables Purchase Agreement is hereby ratified, and all
references to the "Receivables Purchase Agreement", to "this
Agreement" and "herein" shall be deemed from and after the Addition
Date to be a reference to the Receivables Purchase Agreement as
supplemented by this Supplemental Conveyance. Except as expressly
amended hereby, all the representations, warranties, terms,
covenants and conditions of the Receivables Purchase Agreement
shall remain unamended and shall continue to be, and shall, remain,
in full force and effect in accordance with its terms and except as
expressly provided herein shall not constitute or be deemed to
constitute a waiver of compliance with or consent to non-compliance
with any term or provision of the Receivables Purchase Agreement.
6. Counterparts. This Supplemental Conveyance may be
executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this
Supplemental Conveyance to be duly executed and delivered by their
respective duly authorized officers on the day and the year first
above written.
AMERICAN EXPRESS CREDIT CORPORATION
By: /s/ Jay B. Stevelman
----------------------
Name: Jay B. Stevelman
Title: Treasurer
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/ Leslie R. Scharfstein
--------------------------
Name: Leslie R. Scharfstein
Title: President
<PAGE>
