<PAGE>
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, 1997
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. 000-20787-01; 000-20787-00
American Express Credit Account Master Trust
(Issuer of Certificates)
American Express Centurion Bank
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Utah 11-2869526
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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
(Exact name of registrant as specified in its charter)
Delaware 13-3854638
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Class
A Series 1996-1 6.80% Asset Backed Certificates, Class B Series
1996-1 6.95% Asset Backed Certificates, Class A Series 1997-1 6.40%
Asset Backed Certificates and Class B Series 1997-1 6.55% Asset
Backed Certificates.
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. x
--
State the aggregate market value of the voting stock held by
non-affiliates of the registrant: Not applicable.
Documents Incorporated By Reference: NONE
PAGE
<PAGE>
PART I
Item 1. Business
The American Express Credit Account Master Trust (the "Trust")
was formed pursuant to a Pooling and Servicing Agreement (the
"Agreement"), dated as of May 16, 1996, among American Express
Centurion Bank and American Express Receivables Financing
Corporation II ("RFC II"), each as an Originator, American Express
Travel Related Services Company, Inc. ("TRS"), as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee").
RFC II, a Delaware corporation, is a wholly owned subsidiary of
TRS. It was incorporated on August 7, 1995. Its principal
executive office is located at 200 Vesey Street, New York, New
York. TRS is a wholly owned subsidiary of American Express
Company. It was incorporated in the State of New York on May 3,
1982 and its principal executive offices are located at 200 Vesey
Street, New York, New York. American Express Centurion Bank was
incorporated under Delaware banking laws as a limited service bank
in 1985. As of July 1, 1996, its business was combined by merger
with another subsidiary of TRS that is a Utah-chartered,
FDIC-insured industrial loan company. The surviving institution
was renamed as American Express Centurion Bank ("Centurion"). Its
principal executive office is located at 6985 Union Park Center,
Midvale, Utah.
The Trust was formed for the purpose of acquiring and holding
the Trust Assets (defined below) and from time to time issuing
asset-backed certificates (the "Certificates") under the Agreement
and one or more supplements thereto (each, a "Supplement"),
including issuing and selling certain Certificates to investors in
underwritten public offerings ("Investor Certificates"). Each
Certificate represents an undivided interest in the Trust and the
right to receive payments of interest at a specified rate and
payments of principal at certain times during the term of the
Trust. Each series of Investor Certificates (each, a "Series")
will have its own Supplement to govern the individual terms and
allocations applicable to such Series.
The property of the Trust (the "Trust Assets") includes a
portfolio of receivables (the "Receivables") generated from time to
time in a portfolio of OptimaR Card, Optima Line of Credit and Sign
& TravelR revolving credit accounts and other charge or credit
accounts (collectively, the "Accounts") owned by Centurion or other
eligible account owners (each, including Centurion, an "Account
Owner"), all monies due or to become due in payment of the
Receivables, all proceeds of such Receivables and any Series
Enhancement provided for any particular Series or class of
Certificates. "Series Enhancement" may include, with respect to
any Series or class of Certificates, the subordination of one or
more classes or Series of Certificates to one or more other classes
or Series of Certificates, a letter of credit, a cash collateral
guaranty, a cash collateral account, a surety bond, a collateral
interest, a spread account, a guaranteed rate agreement, a maturity
liquidity facility, a tax protection agreement or an insurance
policy.
1<PAGE>
The Receivables that, to date, have been conveyed to the Trust
arise from Accounts selected from Centurion's portfolio and consist
of amounts charged or otherwise borrowed by Account holders for
goods and services and cash advances ("Principal Receivables"),
plus the related periodic finance charges, amounts charged to
Accounts in respect of late charges and certain other items (the
"Finance Charge Receivables").
No Originator or Account Owner will act as a guarantor with
respect to any payments on the Certificates, and neither the
Trustee nor the holders of the Certificates will have general
recourse against any Originator or Account Owner or the assets of
any Originator or Account Owner. Instead, the Trustee's and the
Certificateholders' only recourse in any action seeking to collect
amounts owing under the Certificates will be against, and limited
to, the Trust Assets.
Each Series of Investor Certificates will belong to a certain
group of Series (each, a "Group"). The Series included in a
particular Group will share a common distribution date and other
terms, and certain cash collections may be allocated among the
Series within a Group (any Group for which collections will be so
allocated is hereinafter referred to as a "Reallocation Group").
The Agreement and Supplements govern the allocation of collections
in respect of Principal Receivables and Finance Charge Receivables
between the interests of the transferors and the Investor
Certificateholders and, for the Investor Certificateholders, to
each Group, based generally on the sum of the principal amounts of
Investor Certificates for all Series in all Groups. Each
Supplement will prescribe the manner in which collections will be
allocated among Series.
Each Group may have a certain number of Series which will share,
to a limited extent, the collections in respect of Principal
Receivables and Finance Charge Receivables allocated to such Group.
In addition, certain excess collections of Principal Receivables
("Shared Principal Collections") or Finance Charge Receivables
("Excess Finance Charge Collections") allocated to a Series in one
Group that are not required to make distributions with respect to
the Certificates of the Series in such Group may be shared with the
Series in another Group (each such Series is hereinafter referred
to, respectively, as a "Principal Sharing Series" and an "Excess
Allocation Series"). For each Series, the Supplement relating to
such Series will govern the terms and timing of payment of interest
and principal and the allocations of collections of Principal
Receivables and Finance Charge Receivables among the various Series
within such Series' Group and among Series in a different Group.
The Trust will not engage in any business activity other than
acquiring and holding the Trust Assets, issuing Certificates,
making payments thereon and related activities. Pursuant to the
Agreement, the Trustee will hold the Trust Assets in trust for the
benefit of the holders of the Certificates, and TRS or any
successor servicer, as the Servicer, will be responsible for the
administration and servicing of the Receivables. The Trust has
2
<PAGE>
issued four classes of Investor Certificates: Class A Series
1996-1 6.80% Asset Backed Certificates, Class B Series 1996-1 6.95%
Asset Backed Certificates (collectively the "Series 1996-1
Certificates"), and on August 7, 1997, the Trust issued Class A
Series 1997-1 6.40% Asset Backed Certificates and Class B Series
1997-1 6.55% Asset Backed Certificates which have been registered
under Section 12(g) of the Securities Exchange Act of 1934
(collectively the "Series 1997-1 Certificates"). The Series 1997-1
Certificates were offered pursuant to a Prospectus Supplement dated
August 21, 1997 to Prospectus dated August 21, 1997 issued under
the Pooling and Servicing Agreement (the "Agreement") dated May 16,
1996, and the Series 1997-1 Supplement dated as of August 7, 1997,
to the Agreement (the "Series 1997-1 Supplement"). Interest on the
Series 1997-1 Certificates accrues from August 28, 1997 and is
payable on October 15, 1997 and on the fifteenth day of each month
thereafter each of which is a Distribution Date as defined above.
Principal with respect to the 1997-1 Class A Certificates and the
1997-1 Class B Certificates is scheduled to be distributed on the
September 2002 Distribution Date, buy may be paid earlier or later
under certain limited circumstances as provided in the Agreement
and the 1997-1 Supplement.
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 1997 or, as
applicable, the amount of such items as at December 31, 1997. 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 Trustee, the
Trust Assets or the Originators, exclusive of ordinary routine
litigation incidental to the Trustee's, Originator's or Servicer's
duties under the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
3
<PAGE>
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 investor's
interests in the Trust, were delivered in book-entry form
through the facilities of the Depository Trust Company
("DTC") and the nominee for DTC, Cede & Co., is the sole
registered holder of the Investor Certificates.
(c) Not applicable.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not applicable.
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.
4
<PAGE>
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 The Depository Trust
Company. As a consequence, the nominee for DTC, Cede &
Co., is the sole registered holder of Investor
Certificates. An investor holding an interest in the
Trust is not entitled to receive a certificate
representing such interest except in limited
circumstances. Cede & Co. holds the Investor Certificates
on behalf of brokers, dealers, banks and other direct
participants in the DTC system. DTC participants may own
Investor Certificates for their own account or hold them
for the accounts of their customers. As of January 12,
1998, the following direct DTC participants held positions
in Investor Certificates representing interests in the
Trust equal to or exceeding 5% of the total principal
amount of the Investor Certificates of each class of each
Series outstanding on that date:
<TABLE>
<CAPTION>
Principal Amount
Name of Certificates Percent of Class
- ---- ---------------- ----------------
<S> <C> <C>
Class A Series 1996-1
6.80% Asset Backed
Certificates:
The Bank of New York $48,065,000 5.6%
Bankers Trust Company $95,638,000 11.1%
Boston Safe Deposit &
Trust Company $129,535,000 15.0%
Bank of Toyko -
Mitsubishi Trust Company $80,000,000 9.2%
Chase Manhattan Bank $150,000,000 17.4%
Northern Trust Company $53,144,000 6.1%
SSB - Custodian $97,618,000 11.3%
5
<PAGE>
Principal Amount
Name of Certificates Percent of Class
- ---- ---------------- ----------------
Class B Series 1996-1
6.95% Asset Backed
Certificates:
Chase Manhattan Bank $58,000,000 96.7%
Class A Series 1997-1
6.40% Asset Backed
Certificates:
Bankers Trust Company $92,215,000 10.7%
Boston Safe Deposit &
Trust Co. $70,386,000 8.1%
Chase Manhattan Bank $204,910,000 23.7%
Chase Manhattan Bank/
Chemical $75,250,000 8.7%
Citibank, N.A. $55,325,000 6.4%
Northern Trust Company $47,850,000 5.5%
SSB - Custodian $127,545,000 14.7%
Class B Series 1997-1
6.55% Asset Backed
Certificates:
Bank of New York $14,000,000 23.3%
Chase Manhattan Bank $33,100,000 55.2%
Chase Manhattan Bank/
Chemical $4,000,000 6.7%
Morgan Stanley & Co. Inc. $5,000,000 8.3%
</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.
6<PAGE>
Item 13. Certain Relationships and Related Transactions.
The Bank of New York acts as Trustee under the Agreement.
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 December 27, 1996.
1. Form 8-K, dated February 18, 1997, attaching the Monthly
Servicer's Certificate for the due period December 27,
1996 to January 25, 1997.
2. Form 8-K, dated March 17, 1997, attaching the Monthly
Servicer's Certificate for the due period January 26, 1997
through February 24, 1997.
3. Form 8-K, dated April 15, 1997, attaching the Monthly
Servicer's Certificate for the due period February 25,
1997 through March 26, 1997.
4. Form 8-K, dated May 15, 1997, attaching the Monthly
Servicer's Certificate for the due period March 27, 1997
through April 25, 1997.
5. Form 8-K, dated June 13, 1997, attaching the Monthly
Servicer's Certificate for the due period April 26, 1997
through May 25, 1997.
6. Form 8-K, dated July 15, 1997, attaching the Monthly
Servicer's Certificate for the due period May 26, 1997
through June 25, 1997.
7. Form 8-K, dated August 15, 1997, attaching the Monthly
Servicer's Certificate for the due period June 26, 1997
through July 25, 1997.
7
<PAGE>
8. Form 8-K, dated September 11, 1997, attaching the Monthly
Servicer's Certificate for the due period July 26, 1997
through August 25, 1997.
9. Form 8-K, dated October 14, 1997, attaching the Monthly
Servicer's Certificate for the due period August 26, 1997
through September 25, 1997.
10. Form 8-K, dated November 17, 1997, attaching the
Monthly Servicer's Certificate for the due period
September 26, 1997 through October 25, 1997.
11. Form 8-K, dated December 15, 1997, attaching the
Monthly Servicer's Certificate for the due period
October 26, 1997 through November 24, 1997.
12. Form 8-K, dated January 15, 1998, attaching the Monthly
Servicer's Certificate for the due period November 25,
1997 through December 25, 1997.
13. Form 8-K, dated February 19, 1998, attaching the
Monthly Servicer's Certificate for the due period
December 26, 1997 through January 25, 1998.
14. Form 8-K, dated March 16, 1998, attaching the Monthly
Servicer's Certificate for the due period January 26,
1998 through February 24, 1998.
(c) Exhibits:
4.1 Pooling and Servicing Agreement dated as of May 16,
1996 (incorporated by reference to Exhibit 4.1 of Form
8-A filed by registrant on May 30, 1996, File No.
000-20787).
4.2 Series 1996-1 Supplement to the Pooling and Servicing
Agreement dated as of May 16, 1996 (incorporated by
reference to Exhibit 4.2 of Form 8-A filed by
registrant on May 30, 1996, File No. 000-20787).
4.3 Supplemental Assumption Agreement dated as of June 27,
1996 between American Express Centurion Bank, as
Assignor, and American Express Deposit Corporation, as
Assignee, with respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account
Master Trust (incorporated by reference to Exhibit 4.3
of Form 8-K filed by registrant on July 16, 1996, File
No. 000-20787).
4.4 Series 1997-1 Supplement to the Pooling and Servicing
Agreement dated as of August 28, 1997 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated September
16, 1997, File Nos. 000-20787-01 and 000-20787-00).
8
<PAGE>
4.5 Assignment No. 1 of Receivables in Additional Accounts
dated as of August 7, 1997, by and among American
Express Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 20.2 of Form 8-K dated August 15, 1997, File
Nos. 000-20787-01 and 000-20787-00).
4.6 Supplemental Conveyance No. 1 dated as of August 7,
1997 by and between American Express Credit Corporation
as seller and American Express Receivables Financing
Corporation II as purchaser (incorporated by reference
to Exhibit 20.3 of Form 8-K dated August 15, 1997 (File
Nos. 000-20787-01 and 000-20787-00).
10.1 Form of RFC II Purchase Agreement (incorporated by
reference to Exhibit 10.1 of Registration Statement on
Form S-3, filed March 6, 1996, File No. 33-95784).
24.1 Power of Attorney for American Express Centurion Bank.
24.2 Power of Attorney for American Express Receivables
Financing Corporation II.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregated Information for the
Fiscal Year.
9
<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 CREDIT
ACCOUNT 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
________________________
Phillip J. Riese Director and Chairman of the Board
*
_______________________
Frank L. Skillern Director and Chief Executive Officer
*
________________________
David E. Poulsen Director, President and Chief Credit
Officer
*
________________________
Gilbert E. Ahye Director
________________________
Maria J. Garciaz Director
*
________________________
Ash Gupta Director
*
________________________
Peter A. Lefferts Director
*
________________________
John J. P. McDonnell Director
________________________
Raymond F. Pettit Director
________________________
Roslyn M. Watson Director
________________________
Jim F. Welch Director
*By: /s/Rhonda Halpern
_________________
Rhonda Halpern
Attorney-in-Fact
Dated: March 26, 1998
10<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
RECEIVABLES FINANCING
CORPORATION II
Co-originator of the Trust
and Registrant
By: /s/Leslie R. Scharfstein
______________________
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in the
capacities indicated.
Signature Title
*
________________________
John D. Koslow Director
*
________________________
Donald J. Puglisi Director
*
________________________
Jay B. Stevelman Director
*
________________________
Leslie R. Scharfstein President
(Principal Executive Officer)
*
________________________
Ellen J. Casey Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
*By: /s/Leslie R. Scharfstein
_________________
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 26, 1998
11<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 Pooling and Servicing Agreement dated as of May 16, 1996
(incorporated by reference to Exhibit 4.1 of Form 8-A
filed by registrant on May 30, 1996, File No. 000-20787).
4.2 Series 1996-1 Supplement to the Pooling and Servicing
Agreement dated as of May 16, 1996 (incorporated by
reference to Exhibit 4.2 of Form 8-A filed by registrant
on May 30, 1996, file No. 000-20787).
4.3 Supplemental Assumption Agreement dated as of June 27,
1996 between American Express Centurion Bank, as
Assignor, and American Express Deposit Corporation,
as Assignee, with respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account
Master Trust (incorporated by reference to Exhibit 4.3
of Form 8-K filed by registrant on July 16, 1996,
File No. 000-20787).
4.4 Series 1997-1 Supplement to the Pooling and Servicing
Agreement dated as of August 28, 1997 (incorporated by
reference to Exhibit 4.2 of Form 8A-12G dated September
16, 1997, File Nos. 000-20787-01 and 000-20787-00).
4.5 Assignment No. 1 of Receivables in Additional Accounts
dated as of August 7, 1997, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York,
as trustee (incorporated by reference to Exhibit 20.2 of
Form 8-K dated August 15, 1997, File Nos. 000-20787-01
and 000-20787-00).
4.6 Supplemental Conveyance No. 1 dated as of August 7, 1997
by and between American Express Credit Corporation as
seller and American Express Receivables Financing
Corporation II as purchaser (incorporated by reference
to Exhibit 20.3 of Form 8-K dated August 15, 1997, File
Nos. 000-20787-01 and 000-20787-00).
10.1 Form of RFC II Purchase Agreement (incorporated by
reference to Exhibit 10.1 of Registration Statement on
Form S-3, filed March 6, 1996, File No. 33-95784).
24.1* Power of Attorney for American Express Centurion Bank.
24.2* Power of Attorney for American Express Receivables
Financing Corporation II.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Servicing Statement Delivered to the Trustee.
12<PAGE>
EXHIBIT 24.1
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 Credit Account 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 Chief
Executive Officer and attested by its Secretary, and the
undersigned officers and directors have hereunto set their hand as
of the 26th day of March 1998.
AMERICAN EXPRESS CENTURION BANK
By: /s/Frank L. Skillern
__________________________
Frank L. Skillern
Chief Executive Officer
ATTEST:
/s/ Robert D. Kraus
________________________
Robert D. Kraus
Assistant Secretary
<PAGE>
________________________
Phillip J. Riese
Director and Chairman of the Board
/s/ Frank L. Skillern
_______________________
Frank L. Skillern
Director and Chief Executive Officer
/s/ David E. Poulsen
________________________
David E. Poulsen
Director, President and Chief Credit Officer
/s/ Gilbert E. Ahye
________________________
Gilbert E. Ahye
Director
________________________
Maria J. Garciaz
Director
/s/ Ash Gupta
________________________
Ash Gupta
Director
/s/ Peter A. Lefferts
________________________
Peter A. Lefferts
Director
/s/ John J. P. McDonnell
________________________
John J. P. McDonnell
Director
________________________
Raymond F. Pettit
Director
________________________
Roslyn M. Watson
Director
________________________
Jim F. Welch
Director
<PAGE>
EXHIBIT 24.2
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
POWER OF ATTORNEY
American Express Receivables Financing Corporation II, 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 Credit Account 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 II has caused this Power of Attorney to be executed in
its name by its President and its corporate seal to be affixed and
attested by its Secretary, and the undersigned officers and
directors have hereunto set their hand as of the 26th day of March 1998.
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II
By: /s/Leslie R. Scharfstein
______________________
Leslie R. Scharfstein
President
ATTEST:
/s/ Michael Kuchs
____________________________
Michael Kuchs
Secretary
<PAGE>
/s/ John D. Koslow
____________________________
John D. Koslow
Director
/s/ Jay B. Stevelman
____________________________
Jay B. Stevelman
Director
/s/ Donald J. Puglisi
____________________________
Donald J. Puglisi
Director
/s/ Leslie R. Scharfstein
____________________________
Leslie R. Scharfstein
President
(Principal Executive Officer)
/s/ Ellen J. Casey
____________________________
Ellen J. Casey
Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
<PAGE>
EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
- -----------------------------------------------------------------
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
- -----------------------------------------------------------------
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"), among
American Express Centurion Bank, a Utah banking institution, and
American Express Receivables Financing Corporation II, each as
Transferor, TRS, and The Bank of New York, as trustee (the
"Trustee"), does hereby certify that:
1. TRS is, as of the date hereof, the Servicer under the
Agreement. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement.
2. The undersigned is a Servicing Officer who is duly
authorized pursuant to the Agreement to execute and deliver this
Certificate to the Trustee.
3. A review of the activities of the Servicer during the
calendar year ended December 31, 1997 and of its performance under
the Agreement was conducted under my supervision.
4. Based on such review, the Servicer has, to the best of my
knowledge, performed in all material respects its obligations
under the Agreement throughout such calendar year and no default in
the performance of such obligations has occurred or is continuing
except as set forth in paragraph 5 below.
5. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of
the Agreement known to me to have been made by the Servicer during
the calendar year ended December 31, 1997, which sets forth in
detail (i) the nature of each such default, (ii) the action taken
by the Servicer, if any, to remedv each such default, and (iii)
the current status of each such default: NONE.
IN WITNESS WHEREOF, the undersigned, has dulv executed this
Certificate this 19th day of March, 1998.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Lawrence Fazzari
_____________________________
Name: Lawrence Fazzari
Title: Vice President - Business Results
PAGE
<PAGE>
EXHIBIT 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
American Express Travel Related Services Company, Inc.
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 II
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 Credit
Account Master Trust (the "Trust") that are effective, as of
December 31, 1997, 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 Master Pooling
and Servicing Agreement dated as of May 16, 1996, as supplemented
by the Series' 1996-1 and 1997-1 Supplements (together the
"Agreements"), between TRS as Servicer, American Express Centurion
Bank ("Centurion") and American Express Receivables Financing
Corporation II ("RFCII"), 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 Credit
Account 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 internal control
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, 1997,
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 Agreements between TRS, as
Servicer, Centurion and RFCII, 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, Centurion and
RFCII as Transferors, and The Bank of New York as Trustee.
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 RFCII on behalf of the Trust, and its
distribution is not limited.
/s/ Ernst & Young LLP
March 20, 1998
<PAGE>
REPORT OF MANAGEMENT ON CREDIT ACCOUNT
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 internal
control policies and procedures over the functions performed as
Servicer of the American Express Credit Account Master Trust (the
"Trust"). These policies and procedures are designed to provide
reasonable assurance to TRS' 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 Master Pooling and Servicing Agreement dated as of May 16, 1996
as supplemented by the Series 1996-1 and 1997-1 Supplements
(together the "Agreements"), between TRS as Servicer, American
Express Centurion Bank ("Centurion") and American Express
Receivables Financing Corporation II ("RFCII"), 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 internal control
policies and procedures, with respect to servicing and reporting of
transferred loans, are to provide reasonable, but not absolute
assurance that:
- - Funds collected are appropriately allocated to the Trust in
accordance with the Agreements.
- - The addition of accounts to the Trust are authorized in
accordance with the Agreements.
<PAGE>
- - The removal of accounts from the Trust are authorized in
accordance with the Agreements.
- - Trust assets amortizing out of the Trust are calculated in
accordance with the Agreements.
- - Daily records as specified in the Agreements are maintained
and are available for inspection by the Trustee upon request.
- - Monthly servicer's certificates are prepared and contain the
required information in accordance with the Agreements.
- - Monthly servicer's certificates generated pursuant to the
Agreements are materially correct and are derived from and
reconcile to the computer reports which are the source of such
amounts contained in the reports.
- - The Servicer delivered the Annual Servicer's Certificate
to the Trustee.
- - The payments to the Trustee are made by the Servicer in
accordance with the Agreements.
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, 1997, 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 Agreements between TRS, as
Servicer, Centurion and RFCII, as Transferors, and The Bank of New
York, as Trustee, 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 Agreements. TRS assessed
its compliance, as of December 31, 1997 and for the 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
<PAGE>
Section 3.06 (a) and (b) of the Agreements, TRS was in compliance,
as of December 31, 1997 and for the compliance period then ended,
with the relevant covenants and conditions identified in the
Agreements. In addition, TRS did not identify any instances of
noncompliance in performing the assessment.
March 20, 1998
American Express Travel Related
Services Company, Inc. by:
/s/ John McDonnell
----------------------------
John McDonnell
Chief Financial Officer
/s/ Lawrence Fazzari
-----------------------------
Lawrence Fazzari
Vice President, Business Results
/s/ Robin Flanagan
------------------------------
Robin Flanagan
Manager, Business Results
<PAGE>
EXHIBIT 99.3
SERVICER'S CERTIFICATE
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
--------------------------------------------
ANNUAL STATEMENT
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SERIES 1996-1 & 1997-1
FOR THE PERIOD DECEMBER 27, 1996 THROUGH DECEMBER 25, 1997
--------------------------------------------
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 and
1997-1 Supplements (the "Series Supplements"), 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 Supplements, as applicable.
2. TRS is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Annual Statement is delivered pursuant to sections 5.02(d) of the
Series Supplements and contains information with respect to the Trust
aggregated for the period December 27, 1996 through December 25, 1997 (the end
of the last monthly period of the Trust in 1997.)
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this 27th day of January, 1998.
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC., as Servicer
By: /s/ Lawrence Fazzari
--------------------------------
Name: Lawrence Fazzari
Title: Vice President
Business Results
<PAGE>
<TABLE>
<CAPTION>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 27,1996 THROUGH DECEMBER 25,1997
I. Trust Activity
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
A. Aggregated Trust Activity
- ----------------------------
Balances at December 27, 1996
Principal Receivable Balance 1,731,929,382
Special Funding Account Balance 0
Total Principal Balance 1,731,929,382
Aggregate Finance Charge Collections 468,964,080
(excluding Discount Option & Recoveries)
Discount Percentage 2.00%
Discount Option Receivables Collections 53,131,672
Premium Option Receivables Collections 0
Recoveries 27,405,071
Total Collections of Finance Charge Receivables 549,500,823
Total Collections of Principal Receivables 2,603,451,945
Defaulted amount 183,109,784
Account Addition 2,221,284,748
New Principal Receivables 2,778,633,746
Balances at December 25, 1997
Principal Receivables Balance 3,945,286,148
Required Minimum Principal Balance 2,140,000,000
Transferor Amount 1,945,286,148
Special Funding Account Balance 0
Total Principal Balance 3,945,286,148
B. Series Allocations Series 1996-1 Series 1997-1 Trust Total
- --------------------- ------------- ------------- -----------
Group Number 1 1
Invested Amount 1,000,000,000 1,000,000,000 2,000,000,000
Adjusted Invested Amount 1,000,000,000 1,000,000,000 2,000,000,000
Principal Funding Account Balance 0 0 0
Series Allocation Percentage at 12/25/97 50.00% 50.00% 100.00%
Series Alloc. Finance Charge Collections 410,492,510 139,008,314 549,500,823
Series Allocable Recoveries 20,076,759 7,328,312 27,405,071
Series Alloc. Principal Collections 1,976,243,173 627,208,771 2,603,451,945
Shared Principal Collections N/A N/A
Series Allocable Defaulted Amount 138,360,316 44,749,468 183,109,784
C. Group I Allocations Series 1996-1 Series 1997-1 Group I Total
- ---------------------- ------------- ------------- -------------
Investor Finance Charge Collections 210,029,784 71.815,536 281,845,320
Investor Monthly Interest 67,570,562 24,504,437 92,074,999
Investor Default Amount 71,114,940 23,120,201 94,235,141
Investor Service Fees 20,000,000 6,888,889 26,888,889
Investor Additional Amounts 0 0 0
Total 158,685,502 54,513,527 213,199,029
Reallocated Investor Finance Charge Collections N/A N/A N/A
Available Excess 51,344,282 17,302,009 68,646,291
</TABLE>
-2-<PAGE>
<TABLE>
<CAPTION>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 27. 1996 THROUGH DECEMBER 25,1997
II. Series 1996-1 Certificates
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
Series Total Investor Transferors
A. Aggregate Investor/Transferor Allocations Allocations Interest Interest
- -------------------------------------------- ----------- -------- --------
Invested/Transferor Amount at 12/27/96 1,731,929,382 1,000,000,000 731,929,382
Adjusted Invested Amount at 12/27/96 N/A 1,000,000,000 N/A
Collections of Finance Chg. Receivables 410,492,510 210,029,784 200,462,726
Collections of Principal Receivables 1,976,243,173 1,020,232,287 956,010,886
Defaulted Amount 138,360,316 71,114,940 67,245,376
Invested/Transferor Amount at 12/25/97 1,972,643,084 1,000,000,000 972,643,084
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- -------------------------------------- ------- ------- -------- -----
Monthly Interest 58,820,000 4,170,000 4,580,562 67,570,562
Investor Default Amount 61,514.423 4,266,896 5,333,620 71,114,940
Investor Monthly Fees 17,300,000 1,200,000 1,500,000 20,000,000
Investor Additional Amounts 0 0 0 0
Total 137,634,423 9,636,896 11,414,183 158,685,502
Reallocated Investor Finance Charge Collections N/A
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- -------- -----
Certificates Balance at 12/27/96 865,000,000 60,000,000 75,000,000 1,000,000,000
Interest Distributions 58,820,000 4,170,000 4,580,562 67,570,562
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 58,820,000 4,170,000 4,580,562 67,570,562
Certificates Balance at 12/25/97 865,000,000 60,000,000 75,000,000 1,000,000,000
</TABLE>
-3-
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per
$1,OO0 original certificate principal amount.
1. Total $ 68.00
2. Amount in respect of Class A Monthly Interest $ 68.00
3. Amount in respect of Class A Outstanding
Monthly Interest $ 0.00
4. Amount in respect of Class A Additional
Interest $ 0.00
5. Amount in respect of Class A Principal $ 0.00
E. Aggregate Class A Investor Charge-Offs and Reimbursement of Class A
Investor Charge-Offs.
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
F. Aggregate Distributions in respect of the Class B Certificates,
per $1,000 original certificate principal amount.
1. Total $ 69.50
2. Amount in respect of Class B Monthly Interest $ 69.50
3. Amount in respect of Class B Outstanding
Monthly Interest $ 0.00
4. Amount in respect of Class B Additional
Interest $ 0.00
5. Amount in respect of Class B Principal $ 0.00
G. Reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested amount as of
December 25, 1997.
1. The amount of reductions in Class 3
Invested Amount pursuant to clauses
(c), (d), and (e) of the definition
of Class B Invested Amount: $ 0.00
-4-
<PAGE>
2. The amount of reductions of the
Class B Invested Amount set forth in
paragraph 1 above, per S1,OOO 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
H. Aggregate Distributions to the Collateral Interest Holder.
1. Total amount distributed to the Collateral
Interest Holder: $4,580,562.32
2. Amount distributed in respect of Collateral
Monthly Interest: $4,580,562.32
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 as of
December 25, 1997.
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
2. The total amount reimbursed in respect
of such reductions in the Collateral
Invested Amount: $ 0.00
J. Aggregate Reallocated Principal Collections.
1. Reallocated Principal Collections
Required to fund the Required Amount: $ 0.00
2. Shared Principal Collections from other
Series allocated to Series 1996-1: N/A
K. Aggregate Available Principal Collections treated as Shared
Principal Collections: $ 0.00
L. Amount of Series Enhancement drawn upon and allocated to
Series 1996-1: $ 0.00
-5-
<PAGE>
<TABLE>
<CAPTION>
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 27, 1996 THROUGH DECEMBER 25, 1997
<S> <C> <C> <C> <C>
III. Series 1997-1 Certificates
- -------------------------------------------------------------------------------------------------------------
Series Total Investor Transferors
A. Aggregate Investor/Transferor Allocations Allocations Interest Interest
- -------------------------------------------- ----------- -------- --------
Invested/Transferor Amount at 08/28/97 1,936,961,975 1,000,000,000 936,961,975
Adjusted Invested Amount at 12/25/97 N/A 1,000,000,000 N/A
Collections of Finance Chg. Receivables 139,008,314 71,815,536 67,192,778
Collections of Principal Receivables 627,208,771 324,045,615 303,163,157
Defaulted Amount 44,749,468 23,120,201 21,629,267
Invested/Transferor Amounts at 12/25/97 1,972,643,084 1,000,000,000 972,643,084
Collateral
B. Monthly Period Funding Requirements Class A Class B Interest Total
- ------------------------------------- ------- ------- -------- -----
Monthly Interest 21,221,333 1,506,500 1,776,603 24,504,437
Investor Default Amount 19,998,974 1,387,212 1,734,015 23,120,201
Investor Monthly Fees 5,958,889 413,333 516,667 6,888,889
Investor Additional Amounts 0 0 0 0
Total 47.179,197 3,307,045 4,027,285 54,513,527
Reallocated Investor Finance Charge Collections N/A
Collateral
C. Certificates - Balances and Distributions Class A Class B Interest Total
- -------------------------------------------- ------- ------- -------- -----
Certificates Balance at Issuance 865,000,000 60,000,000 75,000,000 1,000,000,000
Interest Distributions 21,221,333 1,506,500 1,776,603 24,504,437
Principal Deposits - Prin. Funding Account 0 0 0 0
Principal Distributions 0 0 0 0
Total Distributions 21,221,333 1,506,500 1,776,603 24,504,437
Certificates Balance at 12/25/97 865,000,000 60,000,000 75,000,000 1,000,000,000
</TABLE>
-6-
<PAGE>
D. Aggregate Distributions in respect of the Class A Certificates per $1,000
original certificate principal amount.
1. Total $ 24.53
2. Amount in respect of Class A Monthly Interest $ 24.53
3. Amount in respect of Class A Outstanding
Monthly Interest $ 0.00
4. Amount in respect of Class A Additional
Interest $ 0.00
5. Amount in respect of Class A Principal $ 0.00
E. Aggregate Class A Investor Charge-Offs and Reimbursement of Class A
Investor Charge-Offs.
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
F. Aggregate Distributions in respect of the Class B Certificates,
per $1,000 original certificate principal amount.
1. Total $ 25.11
2. Amount in respect of Class B Monthly Interest $ 25.11
3. Amount in respect of Class B Outstanding
Monthly Interest $ 0.00
4. Amount in respect of Class B Additional
Interest $ 0.00
5. Amount in respect of Class B Principal $ 0.00
G. Reductions in Class B Invested Amount pursuant to clauses (c),
(d), and (e) of the definition of Class B Invested Amount as of
December 25, 1997.
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
-7-<PAGE>
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
H. Aggregate Distributions to the Collateral Interest Holder.
1. Total amount distributed to the Collateral
Interest Holder: $1,776,603.27
2. Amount distributed in respect of Collateral
Monthly Interest: $1,776,603.27
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 Collateral Invested Amount as of
December 25, 1997.
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
2. The total amount reimbursed in respect
of such reductions in the Collateral
Invested Amount: $ 0.00
J. Aggregate Reallocated Principal Collections.
1. Reallocated Principal Collections
Required to fund the Required Amount: $ 0.00
2. Shared Principal Collections from other
Series allocated to Series 1997-1: N/A
K. Aggregate Available Principal- Collections treated as Shared
Principal Collections: $ 0.00
L. Amount of Series Enhancement drawn upon and allocated to
Series 1997-1: $ 0.00
-8-<PAGE>
