UNITED STATES
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) January 29, 2014
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II |
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC |
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC |
(as Depositors of the American Express Credit Account Master Trust)
(Exact Name of Registrant as Specified in its Charter)
on behalf of
American Express Credit Account Master Trust
Delaware | 000-21424-04 | 13-3854638 | Delaware | 333-113579-02 | 20-0942395 | Delaware | 333-113579-01 | 20-0942445 | ||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
200 Vesey Street 31st Floor, Room 507B New York, New York 10285 (212) 640-2000 |
4315 South 2700 West, Room 3020-3 Mail Stop 02-01-03 Salt Lake City, Utah 84184 (801) 945-2550 |
4315 South 2700 West, Room 1100 Mail Stop 02-01-46 Salt Lake City, Utah 84184 (801) 945-2068 |
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrants Principal Executive Offices) |
N/A | N/A | N/A | ||
(Former Name or Former Address, if Changed Since Last Report) | (Former Name or Former Address, if Changed Since Last Report) | (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01. | On January 29, 2014, American Express Credit Account Master Trust amended its Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 and as further amended from time to time, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon, with the Sixth Amendment to Pooling and Servicing Agreement, dated as of January 29, 2014. The amendment is attached hereto as Exhibit 4.1. |
On January 29, 2014, American Express Credit Account Master Trust amended its (i) Series 2004-2 Supplement, dated as of June 2, 2004, (ii) Series 2005-2 Supplement, dated as of March 24, 2005, (iii) Series 2007-2 Supplement, dated as of February 14, 2007, (iv) Series 2008-2 Supplement, dated as of February 22, 2008, (v) Series 2008-4 Supplement, dated as of April 17, 2008, (vi) Series 2008-6 Supplement, dated as of July 24, 2008, (vii) Series 2009-D-II Supplement, dated as of June 5, 2009, (viii) Series 2009-2 Supplement, dated as of September 11, 2009, (ix) Series 2011-1 Supplement, dated as of October 12, 2011, (x) Series 2012-1 Supplement, dated as of June 22, 2012, (xi) Series 2012-2 Supplement, dated as of August 21, 2012, (xii) Series 2012-3 Supplement, dated as of August 21, 2012, (xiii) Series 2012-4 Supplement, dated as of November 8, 2012, (xiv) Series 2012-5 Supplement, dated as of November 8, 2012, (xv) Series 2013-1 Supplement, dated as of July 25, 2013, (xvi) Series 2013-2 Supplement, dated as of November 13, 2013, and (xvii) Series 2013-3 Supplement, dated as of November 13, 2013, to its Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 and as further amended from time to time, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon, with the Omnibus Amendment to Series Supplements, dated as of January 29, 2014. The amendment is attached hereto as Exhibit 4.2.
Item 9.01. | Exhibits. |
The following are filed as Exhibits to this Report under Exhibit 4.
Exhibit 4.1 | Sixth Amendment to Pooling and Servicing Agreement, dated as of January 29, 2014, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon. | |
Exhibit 4.2 | Omnibus Amendment to Series Supplements, dated as of January 29, 2014, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, |
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as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust as Co-Registrant | ||||
By: |
/s/ Anderson Y. Lee |
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Name: | Anderson Y. Lee | |||
Title: | President | |||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust as Co-Registrant |
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By: |
/s/ Kevin L. Thompson |
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Name: | Kevin L. Thompson | |||
Title: | President | |||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, as Depositor of the Trust and Co-Registrant and as Depositor on behalf of the Trust as Co-Registrant |
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By: |
/s/ Denise D. Roberts |
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Name: | Denise D. Roberts | |||
Title: | President |
EXHIBIT INDEX
Exhibit |
Description |
|
Exhibit 4.1 | Sixth Amendment to Pooling and Servicing Agreement, dated as of January 29, 2014, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon. | |
Exhibit 4.2 | Omnibus Amendment to Series Supplements, dated as of January 29, 2014, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon. |
Exhibit 4.1
Execution Copy
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
SIXTH AMENDMENT TO
POOLING AND SERVICING AGREEMENT
This SIXTH AMENDMENT TO POOLING AND SERVICING AGREEMENT, dated as of January 29, 2014 (this Amendment ), is among American Express Receivables Financing Corporation II, a Delaware corporation ( RFC II ), American Express Receivables Financing Corporation III LLC, a Delaware limited liability company ( RFC III ), and American Express Receivables Financing Corporation IV LLC, a Delaware limited liability company ( RFC IV ), as Transferors, American Express Travel Related Services Company, Inc., a New York corporation ( TRS ), as Servicer, and The Bank of New York Mellon (formerly The Bank of New York), a New York banking corporation, as Trustee (in such capacity, the Trustee ) and as Securities Intermediary. This Amendment amends the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 and as amended as of December 17, 2007, as of October 24, 2008, as of February 24, 2009 and as of October 7, 2010 (the Pooling and Servicing Agreement and, together with this Amendment, the Amended Pooling and Servicing Agreement ).
RECITALS
WHEREAS, RFC II, RFC III and RFC IV, as Transferors, TRS, as Servicer, and the Trustee have previously entered into the Pooling and Servicing Agreement; and
WHEREAS, pursuant to Section 13.01(a) of the Pooling and Servicing Agreement, the parties hereto desire to amend the Pooling and Servicing Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party hereto agrees as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms Not Defined Herein . All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, as the case may be.
ARTICLE II
AMENDMENTS
SECTION 2.01. Amendment to Section 1.01 .
(a) The definition of Determination Date in Section 1.01 of the Pooling and Servicing Agreement shall be deleted in its entirety and inserted in its place shall be the following:
Determination Date shall mean, unless otherwise specified in the Supplement for a particular Series, the third Business Day preceding each Distribution Date.
(b) The definition of Eligible Deposit Account in Section 1.01 of the Pooling and Servicing Agreement shall be deleted in its entirety and inserted in its place shall be the following:
Eligible Deposit Account shall mean either (a) a segregated account with an Eligible Institution (other than any Account Owner) or (b) a segregated trust account with the corporate trust department of a depository institution (other than any Account Owner) organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as the rating of any of the unsecured or unguaranteed senior debt securities of such depository institution satisfies the publicly published controlling and applicable ratings criteria established by each Rating Agency.
(c) The definition of Eligible Institution in Section 1.01 of the Pooling and Servicing Agreement shall be deleted in its entirety and inserted in its place shall be the following:
Eligible Institution shall mean the Trustee or any depository institution organized under the laws of the United States, any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), so long as such depository institutions long-term unsecured debt rating or its certificate of deposit rating satisfies the publicly published controlling and applicable ratings criteria established by each Rating Agency. Notwithstanding the previous sentence any institution the appointment of which satisfies the Rating Agency Condition shall be considered an Eligible Institution. If so qualified, the Servicer may be considered an Eligible Institution for the purposes of this definition.
SECTION 2.02. Amendment to Section 4.02 .
(a) The third paragraph of Section 4.02 of the Pooling and Servicing Agreement shall be deleted in its entirety and inserted in its place shall be the following:
Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.01, 10.01 or 12.02) shall at the written direction of the Servicer (or its agent appointed as provided below) be invested by the
Trustee in Eligible Investments selected by the Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustees failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer.
(b) The first three sentences of the fifth paragraph of Section 4.02 of the Pooling and Servicing Agreement are hereby deleted and replaced with the following:
Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Pooling and Servicing Agreement in Full Force and Effect as Amended . The Pooling and Servicing Agreement is hereby amended by providing that all references therein to the Pooling and Servicing Agreement, this Agreement, hereby, hereof and herein shall be deemed from and after the effective date of this Amendment to be a reference to the Amended Pooling and Servicing Agreement. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Pooling and Servicing Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with their terms and except as expressly provided herein, this Amendment 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 Pooling and Servicing Agreement.
SECTION 3.02. Counterparts . This Amendment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
SECTION 3.03. GOVERNING LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, 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.
SECTION 3.04. Effectiveness . The amendments provided for by this Amendment shall become effective as of January 29, 2014 upon:
(a) receipt by the Trustee of an Officers Certificate of each Transferor, dated the date of this Amendment, to the effect that each Transferor, respectively, reasonably believes that this Amendment will not have an Adverse Effect;
(b) receipt by the Transferors, the Servicer and the Trustee of written notice from each Rating Agency that the amendments provided for by this Amendment will not result in a reduction or withdrawal of its existing ratings on any outstanding Series or Class;
(c) receipt by the Trustee of an Opinion of Counsel delivered in connection with this Amendment pursuant to Section 13.02(d)(i) of the Agreement; and
(d) delivery of counterparts of this Amendment, duly executed by the parties hereto.
[Signature page follows.]
IN WITNESS WHEREOF, the Transferors, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, | ||||||
as a Transferor | ||||||
By: |
/s/ Anderson Y. Lee |
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Name: | Anderson Y. Lee | |||||
Title: | President | |||||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, as a Transferor |
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By: |
/s/ Kevin L. Thompson |
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Name: | Kevin L. Thompson | |||||
Title: | President | |||||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, as a Transferor |
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By: |
/s/ Denise D. Roberts |
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Name: | Denise D. Roberts | |||||
Title: | President | |||||
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., as Servicer |
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By: |
/s/ David L. Yowan |
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Name: | David L. Yowan | |||||
Title: | Treasurer | |||||
THE BANK OF NEW YORK MELLON, as Trustee and Securities Intermediary |
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By: |
/s/ Michael Commisso |
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Name: | Michael Commisso | |||||
Title: | Vice President |
[Sixth Amendment to Pooling and Servicing Agreement]
Exhibit 4.2
Execution Copy
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
OMNIBUS AMENDMENT
TO SERIES SUPPLEMENTS
This OMNIBUS AMENDMENT TO SERIES SUPPLEMENTS, dated as of January 29, 2014 (this Amendment ), to the Supplements (as hereinafter described) to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 (as so amended and restated and in effect on the date hereof, the Agreement ), among American Express Receivables Financing Corporation II, a Delaware corporation ( RFC II ), American Express Receivables Financing Corporation III LLC, a Delaware limited liability company ( RFC III ), and American Express Receivables Financing Corporation IV LLC, a Delaware limited liability company ( RFC IV ), as Transferors, American Express Travel Related Services Company, Inc., a New York corporation ( TRS ), as Servicer, and The Bank of New York Mellon (formerly The Bank of New York), a New York banking corporation, as Trustee (in such capacity, the Trustee ) and as Securities Intermediary, is made and entered into as of January 29, 2014.
RECITALS
WHEREAS, RFC II, RFC III and RFC IV, as Transferors, TRS, as Servicer, and the Trustee have previously entered into: (i) the Series 2004-2 Supplement, dated as of June 2, 2004; (ii) the Series 2005-2 Supplement, dated as of March 24, 2005; (iii) the Series 2007-2 Supplement, dated as of February 14, 2007; (iv) the Series 2008-2 Supplement, dated as of February 22, 2008; (v) the Series 2008-4 Supplement, dated as of April 17, 2008; (vi) the Series 2008-6 Supplement, dated as of July 24, 2008; (vii) the Series 2009-D-II Supplement, dated as of June 5, 2009; (viii) the Series 2009-2 Supplement, dated as of September 11, 2009; (ix) the Series 2011-1 Supplement, dated as of October 12, 2011; (x) the Series 2012-1 Supplement, dated as of June 22, 2012; (xi) the Series 2012-2 Supplement, dated as of August 21, 2012; (xii) the Series 2012-3 Supplement, dated as of August 21, 2012; (xiii) the Series 2012-4 Supplement, dated as of November 8, 2012; (xiv) the Series 2012-5 Supplement, dated as of November 8, 2012; (xv) the Series 2013-1 Supplement, dated as of July 25, 2013; (xvi) the Series 2013-2 Supplement, dated as of November 13, 2013; and (xvii) the Series 2013-3 Supplement, dated as of November 13, 2013;
WHEREAS, the series supplements listed in the preceding paragraph are, collectively and in each case as amended to date, the Supplements ; and
WHEREAS, pursuant to Section 13.01(a) of the Agreement, the parties hereto desire to amend each Supplement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party hereto agrees as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms Not Defined Herein . All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the respective Supplements or the Agreement, as the case may be.
ARTICLE II
AMENDMENTS TO SUPPLEMENTS
SECTION 2.01. Amendments to Article IV .
(a) The first three sentences of subsection 4.03(a)(ii) of the Series Supplement are hereby deleted and replaced with the following:
At the written direction of the Servicer, funds on deposit in the Principal Funding Account shall be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Principal Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 20[ ]-[ ] 1 Certificateholders; provided that on each Distribution Date all interest and other investment income (net of losses and investment expenses) ( Principal Funding Account Investment Proceeds ) on funds on deposit therein shall be applied as set forth in paragraph (iii) below. Subject to the first sentence of this paragraph (a)(ii), funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Distribution Date.
(b) The first two sentences of subsection 4.12(b) of the Series Supplement are hereby deleted and replaced with the following:
Funds on deposit in the Reserve Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments; provided, however, that if no such written direction is provided, funds on deposit in the Reserve Account shall remain uninvested. Subject to the immediately preceding sentence, funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date.
1 | To reference applicable Series. |
SECTION 2.02. Amendment to Exhibits. Exhibit C-1 to each Supplement shall be amended as follows:
(a) The following item shall be inserted after Ending Total Principal Balance under A. Trust Activity in Exhibit C-1 :
Ending Total Receivables |
$ | [ | ] |
(b) The following footnote shall be added to the title of the section entitled C. Group Allocations in Exhibit C-1 :
(1) | Series 2009-D-II does not share in group allocations with other series. Therefore, certain figures set forth in section B. Series Allocations above, which include Series 2009-D-II, will not equal the corresponding figures set forth in this section C. Group Allocations . |
(c) The section entitled Delinquencies under D. Trust Performance in Exhibit C-1 shall be deleted in its entirety and replaced with the following:
Delinquencies |
Percentage of
Ending Total Receivables |
|||||||
31-60 Days Delinquent |
[ | ]% | $ | [ | ] | |||
61-90 Days Delinquent |
[ | ]% | $ | [ | ] | |||
90+ Days Delinquent |
[ | ]% | $ | [ | ] | |||
|
|
|
|
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Total 30+ Days Delinquent |
[ | ]% | $ | [ | ] | |||
|
|
|
|
(d) With respect to each Supplement dated as of November 8, 2012 or earlier, the following section shall be inserted after the section entitled D. Trust Performance in Exhibit C-1 :
E. REPURCHASES AND REPLACEMENTS |
Information required by Rule 15Ga-1(a) concerning the Trust: |
[No activity to report for reporting period.] |
Most recent Form ABS-15G: |
Form ABS-15G filed on under CIK number |
(e) With respect to each Supplement dated as of August 21, 2012 or earlier, the following parenthetical shall be added to the item entitled Reserve Account Surplus under B. Monthly Period Funding Requirements in Exhibit C-1 :
(after giving effect to any principal distributions on the related Distribution Date)
(f) With respect to each Supplement dated as of August 21, 2012 or earlier, the following parenthetical shall be added to the item entitled Reserve Account Closing Balance under B. Monthly Period Funding Requirements in Exhibit C-1 :
(after giving effect to any principal distributions and Reserve Account withdrawals on the related Distribution Date)
(g) With respect to each Supplement dated as of November 8, 2012 or later, the parenthetical included in the item entitled Reserve Account Closing Balance under B. Monthly Period Funding Requirements in Exhibit C-1 shall be deleted and replaced with the following:
(after giving effect to any principal distributions and Reserve Account withdrawals on the related Distribution Date)
(h) The item entitled Required Reserve Account Amount under B. Monthly Period Funding Requirements in Exhibit C-1 shall be moved above the item entitled Reserve Account Opening Balance in such section.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification of Supplements . As amended by this Amendment, the Supplements are in all respects ratified and confirmed and each Supplement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.
SECTION 3.02. Counterparts . This Amendment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
SECTION 3.03. GOVERNING LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, 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.
SECTION 3.04. Effectiveness . The amendments provided for by this Amendment shall become effective as of January 29, 2014 upon:
(a) receipt by the Trustee of an Officers Certificate of each Transferor, dated the date of this Amendment, to the effect that each Transferor, respectively, reasonably believes that this Amendment will not have an Adverse Effect;
(b) receipt by the Transferors, the Servicer and the Trustee of written notice from each Rating Agency that the amendments provided for by this Amendment will not result in a reduction or withdrawal of its existing ratings on any outstanding Series or Class;
(c) receipt by the Trustee of an Opinion of Counsel delivered in connection with this Amendment pursuant to Section 13.02(d)(i) of the Agreement; and
(d) delivery of counterparts of this Amendment, duly executed by the parties hereto.
[Signature page follows.]
IN WITNESS WHEREOF, the Transferors, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, | ||||||
as a Transferor | ||||||
By: |
/s/ Anderson Y. Lee |
|||||
Name: | Anderson Y. Lee | |||||
Title: | President | |||||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC,
as a Transferor |
||||||
By: |
/s/ Kevin L. Thompson |
|||||
Name: | Kevin L. Thompson | |||||
Title: | President | |||||
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC,
as a Transferor |
||||||
By: |
/s/ Denise D. Roberts |
|||||
Name: | Denise D. Roberts | |||||
Title: | President | |||||
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,
as Servicer |
||||||
By: |
/s/ David L. Yowan |
|||||
Name: | David L. Yowan | |||||
Title: | Treasurer | |||||
THE BANK OF NEW YORK MELLON,
as Trustee and Securities Intermediary |
||||||
By: |
/s/ Michael Commisso |
|||||
Name: | Michael Commisso | |||||
Title: | Vice President |
[Omnibus Amendment to Series Supplements]