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 30, 2017

Commission File Number of Issuing Entity: 000-20787-07

Central Index Key Number of Issuing Entity: 0001003509

 

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

(Exact Name of Issuing Entity as Specified in its Charter)

 

 

 

Commission File Number

of Depositor/Registrant:

333-113579-02

 

Commission File Number

of Depositor/Registrant:

333-113579-01

Central Index Key Number

of Depositor/Registrant:

0001283434

 

Central Index Key Number

of Depositor/Registrant:

0001283435

AMERICAN EXPRESS

RECEIVABLES FINANCING

CORPORATION III LLC

 

AMERICAN EXPRESS

RECEIVABLES FINANCING

CORPORATION IV LLC

(Exact Name of Depositor/Registrant

as Specified in its Charter)

 

(Exact Name of Depositor/Registrant

as Specified in its Charter)

Delaware   20-0942395   Delaware   20-0942445
(State or Other Jurisdiction of Incorporation or Organization)  

(I.R.S. Employer

Identification Number)

  (State or Other Jurisdiction of Incorporation or Organization)  

(I.R.S. Employer

Identification Number)

4315 South 2700 West, Room 1100

Mail Stop 02-01-46A

Salt Lake City, Utah 84184

(801) 945-5648

 

4315 South 2700 West, Room 1100

Mail Stop 02-01-46B

Salt Lake City, Utah 84184

(801) 945-2068

(Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrants’ Principal Executive Offices)

N/A

(Former Name or Former Address,

if Changed Since Last Report)

 

N/A

(Former Name or Former Address,

if Changed Since Last Report)

 

 

 

Central Index Key Number of Sponsor:

0000949348

  

Central Index Key Number of Sponsor:

0001647722

AMERICAN EXPRESS CENTURION BANK    AMERICAN EXPRESS BANK, FSB
(Exact Name of Sponsor as Specified in its Charter)    (Exact Name of Sponsor as Specified in its Charter)

 

 

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. Other Events.

Since 1999, Regulus West, LLC (“Regulus”) has performed paper payment remittance processing services pursuant to a Services Agreement with American Express Travel Related Services Company, Inc. (“TRS”). TRS and Regulus have amended the Services Agreement, effective January 30, 2017. Pursuant to the amendment, the term of the Services Agreement has been extended to February 28, 2017. A copy of the amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Exhibits.

The following are filed as Exhibits to this Report under Exhibit 10.

 

Exhibit 10.1    Amendment Agreement Number AMEND-CW2428684, dated as of January 30, 2017, to the Remittance Processing Services Agreement, dated as of October 25, 1999, as amended from time to time, between American Express Travel Related Services Company, Inc. and Regulus West, LLC.

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 III LLC,

as Depositor of the Trust and Co-Registrant and

as Depositor on behalf of the Trust

    By:  

/s/ Brady P. Bagley

    Name:   Brady P. Bagley
    Title:   Vice President and Treasurer

American Express Receivables Financing Corporation IV LLC,

as Depositor of the Trust and Co-Registrant and

as Depositor on behalf of the Trust

    By:  

/s/ Brady P. Bagley

    Name:   Brady P. Bagley
    Title:   Vice President

Date: February 3, 2017

EXHIBIT INDEX

 

Exhibit    Description
Exhibit 10.1    Amendment Agreement Number AMEND-CW2428684, dated as of January 30, 2017, to the Remittance Processing Services Agreement, dated as of October 25, 1999, as amended from time to time, between American Express Travel Related Services Company, Inc. and Regulus West, LLC.

Exhibit 10.1

AMENDMENT AGREEMENT NUMBER AMEND-CW2428684

Amendment No. 9 – Regulus West, LLC

This Amendment Agreement Number AMEND-CW2428684 (“Amendment”) is made and entered into this 30th day of January, 2017 (“Amendment Effective Date”) between American Express Travel Related Services Company, Inc., a.k.a. “American Express”, a.k.a. “AMEX” (herein after “Amexco”), and Regulus West, LLC a Delaware limited liability company, having its principal place of business at 860 Latour Court, Napa, California 94558 (the “Vendor”).

RECITALS

WHEREAS , prior to the Amendment Effective Date, Amexco and Vendor entered into an agreement dated on or about October 25, 1999 (the “Agreement”);

WHEREAS , prior to the Amendment Effective Date, Amexco and Vendor amended the Agreement at separate times, the first amendment made on or about July 1, 2000 (“Amendment No. 1”), the second amendment made on or about June 1, 2002 (“Amendment No. 2”), the third amendment made on or about August 18, 2006 and identified as Amendment Number NYC-0-06-2807 (“Amendment No. 3”), the fourth amendment made on or about November 2006 and identified as Amendment Number NYC-0-06-3581 (“Amendment No. 4”), the fifth amendment made on or about October 30, 2009 and identified as Amendment Number NYC-0-06-2162-02 (“Amendment No. 5”) the sixth amendment made on or about March 29, 2010 and identified as Amendment Number Amend-CW170596 (“Amendment No. 6”) the seventh amendment made on or about October 31, 2013 and identified as Amendment Number Amend-CW2268976 (“Amendment No. 7”), and the eighth amendment made on or about October 27, 2016 and identified as Amendment Number Amend-CW2423241 (“Amendment No.8”) (collectively referred to herein as “Prior Amendments”);

WHEREAS , Amexco and Vendor wish to amend certain of the terms as set forth in the Agreement and as set for in the Prior Amendments.

NOW, THEREFORE , in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

 

1. General

 

1.1 If there is a conflict between the Agreement and this Amendment the terms of this Amendment shall govern.

1.2     If there is a conflict between the Prior Amendments and this Amendment the terms of this Amendment shall govern.

1.3     Except as otherwise modified herein, the capitalized terms used in this Amendment shall have the meaning specified in the Agreement and/or the Prior Amendments.

 

1.4 Except as amended herein, the remaining terms and conditions of the Agreement and the Prior Amendments shall remain in full force and effect.

 

1.5.1 The term “Comprehensive Amendment” as defined in the Prior Amendments shall refer to this Amendment.

1.6 The Schedules and Exhibits attached to this Amendment shall be deemed part of the Agreement, binding upon the parties and shall control where applicable.

 

1.7 All references to AMEX in the Agreement or the Prior Amendments, including without limitation references appearing within defined terms, shall be read as references to Amexco.

AMENDED TERMS

Prior Amendment No. 7

 

1. Article 44, Section 44.1 is hereby amended to state as follows:

This Amendment shall commence as of the Amendment Effective Date and shall continue in full force and effect thereafter unless and until the Agreement expires or is terminated as provided in Article 20 of the Agreement. Each Schedule shall become effective when duly executed by both parties and shall continue thereafter unless terminated as permitted hereunder. Notwithstanding Article 2 Section 2.01 of the Agreement, the Term of the Agreement, as amended, shall continue until 12:00 midnight on February 28, 2017 unless terminated earlier pursuant to Article 20 of the Agreement.

IN WITNESS WHEREOF , the parties hereto have duly executed this Amendment as of the day, month and year first written above.

 

AMERICAN EXPRESS TRAVEL

RELATED SERVICES COMPANY, INC.

    REGULUS WEST, LLC
By:  

/s/ John R DeMaio

    By:  

/s/ W. Todd Shiver

Name:   John R DeMaio     Name:   W. Todd Shiver
  (Type or print)       (Type or print)
Title:   Category Manager     Title:   EVP
Date:   February 1, 2017     Date:   02/01/17

 

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