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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, 2002
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 No. 033-47812-01
AMERICAN EXPRESS 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.)
4315 South 2700 West, Salt Lake City 84184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 945-3000
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Delaware 13-3632012
(State or other jurisdiction (I.R.S. Employer
of incorporation 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) 640-2354
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
7.85% Class A Accounts Receivable Trust Certificates, Series 1994-3,
Class A Floating Rate Accounts Receivable Trust Certificates, Series 1996-1,
5.90% Class A Accounts Receivable Trust Certificates, Series 1998-1,
Class A Floating Rate Accounts Receivable Trust Certificates, Series 2001-1,
Class A Floating Rate Accounts Receivable Trust Certificates, Series 2002-1 and
Class A Floating Rate Accounts Receivable Trust Certificates, Series 2002-2.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND
(b) OF FORM 10-K AND HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT IN
ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT PERMITTED UNDER INSTRUCTION I.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Not applicable.
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
PART I
Item 1. Business
The American Express Master Trust (the "Trust") was formed pursuant to a
Master Pooling and Servicing Agreement, dated as of June 30, 1992, which was
amended by the Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998, as amended by the First Amendment to the Amended and
Restated Master Pooling and Servicing Agreement, dated as of October 1, 2001
(the "Agreement"), among American Express Receivables Financing Corporation and
American Express Centurion Bank, as transferors (the "Transferors"), American
Express Travel Related Services Company, Inc. as servicer (the "Servicer"), and
The Bank of New York, as trustee (the "Trustee"). American Express Centurion
Bank was added as a transferor in May 1998. American Express Receivables
Financing Corporation ("RFC") was incorporated in the state of Delaware on July
30, 1991 and is a wholly owned subsidiary of American Express Travel Related
Services Company, Inc. ("TRS"). Its principal executive offices are located at
200 Vesey Street, New York, New York, 10285. TRS was incorporated in the state
of New York on May 3, 1982 and is a wholly owned subsidiary of American Express
Company ("American Express"). Its principal executive offices are located at 200
Vesey Street, New York, New York, 10285. 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 American Express Centurion Bank ("Centurion").
Its principal executive offices are located at 4315 South 2700 West, Salt Lake
City, Utah, 84184.
The Trust was formed for the purpose of acquiring and holding the Trust
Assets (defined below) and from time to time issuing asset-backed certificates
(the "Certificates") under the Agreement and one or more supplements thereto
(each, a "Supplement"), including issuing and selling certain Certificates to
investors in underwritten public offerings and private placements ("Investor
Certificates"). Each Certificate represents an undivided interest in the Trust
and the right to receive payments of interest at a specified rate and payments
of principal at certain times during the term of the Trust. Each series of
Investor Certificates (each, a "Series") will have its own Supplement to govern
the individual terms and allocations applicable to such Series.
The property of the Trust (the "Trust Assets") includes a portfolio of
receivables (the "Receivables") generated from time to time in a portfolio of
American Express(R) Card, American Express(R) Gold Card and Platinum Card(R)
accounts (collectively, the "Accounts") owned by TRS or Centurion, all monies
due or to become due in payment of the Receivables, all proceeds of such
Receivables and any Series Enhancement provided for any particular Series or
class of Certificates. "Series Enhancement" may include, with respect to any
Series or class of Certificates, the subordination of one or more classes or
Series of Certificates to one or more other classes or Series of Certificates, a
letter of credit, a cash collateral guaranty, a cash collateral account, a
surety bond, a collateral interest, a spread account, a guaranteed rate
agreement, a maturity liquidity facility, a tax protection agreement or an
insurance policy. The Certificates do not represent obligations of or interests
in RFC, Centurion or TRS.
TRS and Centurion do not act as guarantors with respect to any payments on
the Certificates, and neither the Trustee nor the holders of the Certificates
will have general recourse against any of TRS, RFC or Centurion or their
respective assets. Instead, the Trustee's and the Certificateholders' only
recourse in any action seeking to collect amounts owing under the Certificates
will be against, and limited to, the Trust Assets.
The Agreement governs the allocation of collections in respect of the
Receivables. Payments received on the Trust's Assets are allocated among the
different Series (and within a Series among the different classes of
Certificates within a Series) and the interest of RFC and Centurion, as
transferors, all as set forth in the Agreement and Supplements.
The Trust does not engage in any business activity other than acquiring and
holding the Trust Assets, issuing Certificates, making payments thereon and
related activities. Pursuant to the Agreement, the Trustee will hold the Trust
Assets in trust for the benefit of the holders of the Certificates, and TRS or
any successor servicer, as the Servicer, will be responsible for the
administration and servicing of the Receivables. The Trust has issued eleven
Series of Certificates, of which six are outstanding.
- 1 -
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 monthly 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 2002 or, as applicable, the amount of
such items as of December 28, 2002. This annual report is filed herewith as
Exhibit 99.3.
Item 2. Properties
See Exhibit 99.3
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings with
respect to the Trust, involving the Trust, the Trust Assets, RFC,
Centurion, the Trustee or TRS, exclusive of ordinary routine
litigation incidental to the duties of TRS, RFC, Centurion or the
Trustee under the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) To the best knowledge of the Registrant, there is no established
public trading market for the Investor Certificates.
(b) The Investor Certificates, representing investors' interests in
the Trust, are represented by certificates registered in the name
of Cede & Co., the nominee of The Depository Trust and Clearing
Corporation ("DTCC").
(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.
- 2 -
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Investor Certificates were delivered in book-entry form
through the facilities of DTCC. As a consequence, the sole
registered holder of Investor Certificates is Cede & Co., the
nominee of DTCC. 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 DTCC system. DTCC participants may own
Investor Certificates for their own account or hold them for the
accounts of their customers. As of March 11, 2003, the following
DTCC participants held positions in Investor Certificates
representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Investor Certificates of the
relevant class of each Series outstanding on that date:
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
7.85% CLASS A
ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1994-3: Deutsche Bank Trust
Company Americas $69,158,000 23.1%
JP Morgan Chase Bank $61,422,000 20.5%
The Bank of New York $58,740,000 19.6%
- 3 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1996-1: Citibank, N.A. $223,500,000 23.5%
The Bank of New York $209,800,000 22.1%
JP Morgan Chase Bank/
Greenwich Capital $117,900,000 12.4%
State Street Bank and
Trust Company $115,000,000 12.1%
JP Morgan Chase Bank $59,500,000 6.3%
Deutsche Bank Trust
Company Americas $51,000,000 5.4%
Investors Bank and Trust
Company - Institutional
Custody $50,000,000 5.3%
5.90% CLASS A
ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 1998-1: JP Morgan Chase Bank $235,188,000 23.5%
Deutsche Bank Trust
Company Americas $112,562,600 11.3%
Boston Safe Deposit
and Trust Company $92,876,000 9.3%
The Bank of New York $78,288,000 7.8%
- 4 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2001-1: JP Morgan Chase Bank $175,880,000 23.5%
State Street Bank and
Trust Company $145,825,000 19.4%
Boston Safe Deposit
and Trust Company $144,380,000 19.3%
The Bank of New York $106,335,000 14.2%
The Northern Trust Company $83,775,000 11.2%
Deutsche Bank Trust
Company Americas $55,085,000 7.3%
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2002-1: JP Morgan Chase Bank $288,185,000 38.4%
Boston Safe Deposit
and Trust Company $153,510,000 20.5%
State Street Bank and
Trust Company $85,500,000 11.4%
The Northern Trust
Company $71,170,000 9.5%
Brown Brothers
Harriman & Co. $45,000,000 6.0%
CLASS A FLOATING
RATE ACCOUNTS
RECEIVABLE TRUST
CERTIFICATES,
SERIES 2002-2: Boston Safe Deposit
and Trust Company $314,690,000 31.5%
State Street Bank and
Trust Company $186,750,000 18.7%
JP Morgan Chase Bank $155,831,000 15.6%
The Bank of New York $143,710,000 14.4%
The Northern Trust
Company $75,017,000 7.5%
Citibank, N.A $68,946,000 6.9%
-5 -
The address of each of the above participants is:
(a) c/o The Depository Trust and Clearing Corporation
55 Water Street
New York, New York 10041
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions
The Bank of New York acts as Trustee under the Agreement.
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 since
April 1, 2002:
1. Form 8-K, dated April 15, 2002, attaching the Monthly
Servicer's Certificate for the due period February 27, 2002
through March 28, 2002.
2. Form 8-K, dated February 5, 2002, attaching the Assignment
No. 5 of Receivables in Additional Accounts, dated as of
February 7, 2002, among American Express Centurion Bank,
American Express Receivables Financing Corporation and The
Bank of New York.
3. Form 8-K, dated May 15, 2002, attaching the Monthly
Servicer's Certificate for the due period March 29, 2002
through April 27, 2002.
4. Form 8-K, dated June 17, 2002, attaching the Monthly
Servicer's Certificate for the due period April 28, 2002
through May 27, 2002.
5. Form 8-K, dated June 18, 2002, attaching the Series 2002-1
Supplement, dated as of June 18, 2002, supplementing the
Amended and Restated Pooling and Servicing Agreement, dated
as of May 1, 1998, as amended by the First Amendment, dated
as of October 1, 2001.
6. Form 8-K, dated July 15, 2002, attaching the Monthly
Servicer's Certificate for the due period May 28, 2002
through June 26, 2002.
7. Form 8-K, dated August 16 2002, attaching the Monthly
Servicer's Certificate for the due period June 27, 2002
through July 27, 2002.
- 6 -
8. Form 8-K, dated September 16, 2002, attaching the Monthly
Servicer's Certificate for the due period July 28, 2002
through August 27, 2002.
9. Form 8-K, dated October 15, 2002, attaching the Monthly
Servicer's Certificate for the due period August 28, 2002
through September 27, 2002.
10. Form 8-K, dated November 15, 2002, attaching the Monthly
Servicer's Certificate for the due period September 28, 2002
through October 27, 2002.
11. Form 8-K, dated December 16, 2002, attaching the Monthy
Servicer's Certificate for the due period October 28, 2002
through November 26, 2002.
12. Form 8-K, dated January 15, 2003, attaching the Monthly
Servicer's Certificate for the due period November 27, 2002
through December 28, 2002.
13. Form 8-K, dated February 18, 2003, attaching the Monthly
Servicer's Certificate for the due period December 29, 2002
through January 27, 2003.
14. Form 8-K, dated March 17, 2003, attaching the Monthly
Servicer's Certificate for the due period January 28, 2003
through February 26, 2003.
(c) Exhibits:
4.1 Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998, among American Express Receivables
Financing Corporation and American Express Centurion Bank,
as Transferors, American Express Travel Related Services
Company, Inc., as Servicer, and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1 of Form
8-A12G of the registrants, dated as of May 27, 1998, File
Nos. 000-21424-00 and 000-21424-01).
4.2 First Amendment to Amended and Restated Master Pooling and
Servicing Agreement, dated as of October 1, 2001
(incorporated by reference to Exhibit 4.2 of Form 8-A12G of
the registrants, dated as of January 18, 2002, File No.
000-33337).
4.3 Series 1994-3 Supplement, dated as of September 1, 1994, to
Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 7 of Form 8-K of the registrant, dated
as of September 12, 1994, File No. 33-47812).
4.4 Series 1996-1 Supplement, dated as of September 18, 1996, to
Master Pooling and Servicing Agreement (incorporated by
reference to Exhibit 20.1 of Form 8-K of the registrant,
dated as of September 18, 1996, File No. 33-47812).
4.5 Series 1998-1 Supplement, dated as of May 27, 1998, to the
Amended and Restated Master Pooling and Servicing Agreement,
dated as of May 1, 1998 (incorporated by reference to
Exhibit 4.2 of Form 8-K of the registrant, dated as of May
27, 1998, File No. 33-47812).
4.6 Series 2001-1 Supplement, dated as of November 7, 2001,
supplementing the Amended and Restated Pooling and Servicing
Agreement, dated as of May 1, 1998, as amended by the First
Amendment, dated as of October 1, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K of the registrant,
dated as of November 7, 2001, File No. 33-47812).
4.7 Series 2002-1 Supplement, dated as of January 18, 2002,
supplementing the Amended and Restated Pooling and Servicing
Agreement, dated as of May 1, 1998, as amended by the First
Amendment, dated as of October 1, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K of the registrant,
dated as of January 18, 2002, File No. 33-47812).
- 7 -
4.8 Series 2002-2 Supplement, dated as of June 18, 2002,
supplementing the Amended and Restated Pooling and Servicing
Agreement, dated as of May 1, 1998, as amended by the First
Amendment, dated as of October 1, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K of the registrant,
dated as of June 18, 2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992,
between American Express Receivables Financing Corporation,
as purchaser, and American Express Travel Related Services
Company, Inc., as seller (incorporated by reference to
Exhibit 4(b) to the Registration Statement filed on behalf
of American Express Master Trust, Series 1992-1, File No.
33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as
of September 12, 1994, between American Express Receivables
Financing Corporation, as purchaser, and American Express
Travel Related Services Company, Inc., as seller
(incorporated by reference to Exhibit 4 of Form 8-K of the
registrant, dated as of September 12, 1994, File No.
33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as
of August 7, 1997, between American Express Receivables
Financing Corporation, as purchaser, and American Express
Travel Related Services Company, Inc., as seller
(incorporated by reference to Exhibit 20.3 of Form 8-K of
the registrant dated August 14, 1997, File No. 33-47812).
24.1 Power of Attorney for Centurion.
24.2 Power of Attorney for RFC.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for the
Fiscal Year.
- 8 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS MASTER TRUST
AMERICAN EXPRESS CENTURION BANK,
Co-Originator of the Trust and Registrant
By: /s/ Daniel L. Follett
------------------------------------
Daniel L. Follett
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed by the following persons in the capacities
indicated.
*
- ----------------------------------
Ashwini Gupta Director and Chairman
*
- ----------------------------------
David E. Poulsen Director, President and
Chief Executive Officer
- ----------------------------------
Maria J. Garciaz Director
*
- ----------------------------------
Roger Goldman Director
- ----------------------------------
William Isaac Director
*
- ----------------------------------
Peter A. Lefferts Director
*
- ----------------------------------
Frank L. Skillern Director
- ----------------------------------
Jay B. Stevelman Director
*
- ----------------------------------
Roslyn M. Watson Director
* By: /s/ Tim Heine
---------------------------
Tim Heine
Attorney-in-Fact
Dated: March 27, 2003
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS MASTER TRUST
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION,
Co-Originator of the Trust and Registrant
By: /s/ Leslie R. Scharfstein
-------------------------------------
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities
indicated.
*
- ----------------------------------
Leslie R. Scharfstein President
(Principal Executive Officer)
*
- ----------------------------------
John D. Koslow Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
*
- ----------------------------------
Stephen P. Norman Director
*
- ----------------------------------
Walker C. Tompkins, Jr. Director
*
- ----------------------------------
David Yowan Director
* By: /s/ Leslie R. Scharfstein
---------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 27, 2003
Certification
I, Daniel L. Follett, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of American Express Master
Trust;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to
be provided to the trustee by the servicer under the pooling and servicing, or
similar, agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the trustee in accordance with the
terms of the pooling and servicing, or similar, agreement, and except as
disclosed in the reports, the servicer has fulfilled its obligations under the
servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's
compliance with the minimum servicing standards based upon the report provided
by an independent public accountant, after conducting a review in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the pooling and servicing, or similar, agreement,
that is included in these reports.
Date: March 31, 2003
/s/ Daniel L. Follett
- ------------------------
Name: Daniel L. Follett
Title: Chief Financial Officer and Treasurer, American Express Centurion Bank
Certification
I, Leslie R. Scharfstein, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of American Express Master
Trust;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to
be provided to the trustee by the servicer under the pooling and servicing, or
similar, agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the trustee in accordance with the
terms of the pooling and servicing, or similar, agreement, and except as
disclosed in the reports, the servicer has fulfilled its obligations under the
servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's
compliance with the minimum servicing standards based upon the report provided
by an independent public accountant, after conducting a review in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the pooling and servicing, or similar, agreement,
that is included in these reports.
Date: March 31, 2003
/s/ Leslie R. Scharfstein
- ----------------------------
Name: Leslie R. Scharfstein
Title: President, American Express Receivables Financing Corporation
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).
4.1 Amended and Restated Master Pooling and Servicing Agreement, dated as
of May 1, 1998, among American Express Receivables Financing
Corporation and American Express Centurion Bank, as Transferors,
American Express Travel Related Services Company, Inc., as Servicer,
and The Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.1 of Form 8-A12G of the registrants, dated as of May 27,
1998, File Nos. 000-21424-00 and 000-21424-01).
4.2 First Amendment to Amended and Restated Master Pooling and Servicing
Agreement, dated as of October 1, 2001 (incorporated by reference to
Exhibit 4.2 of Form 8-A12G of the registrants, dated as of January 18,
2002, File No. 000-33337).
4.3 Series 1994-3 Supplement, dated as of September 1, 1994, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit
7 of Form 8-K of the registrant, dated as of September 12, 1994, File
No. 33-47812).
4.4 Series 1996-1 Supplement, dated as of September 18, 1996, to Master
Pooling and Servicing Agreement (incorporated by reference to Exhibit
20.1 of Form 8-K of the registrant, dated as of September 18, 1996,
File No. 33-47812).
4.5 Series 1998-1 Supplement, dated as of May 27, 1998, to the Amended and
Restated Master Pooling and Servicing Agreement, dated as of May 1,
1998 (incorporated by reference to Exhibit 4.2 of Form 8-K of the
registrant, dated as of May 27, 1998, File No. 33-47812).
4.6 Series 2001-1 Supplement, dated as of November 7, 2001, supplementing
the Amended and Restated Pooling and Servicing Agreement, dated as of
May 1, 1998, as amended by the First Amendment, dated as of October 1,
2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the
registrant, dated as of November 7, 2001, File No. 33-47812).
4.7 Series 2002-1 Supplement, dated as of January 18, 2002, supplementing
the Amended and Restated Pooling and Servicing Agreement, dated as of
May 1, 1998, as amended by the First Amendment, dated as of October 1,
2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the
registrant, dated as of January 18, 2002, File No. 33-47812).
4.8 Series 2002-2 Supplement, dated as of June 18, 2002, supplementing the
Amended and Restated Pooling and Servicing Agreement, dated as of May
1, 1998, as amended by the First Amendment, dated as of October 1,
2001 (incorporated by reference to Exhibit 5.1 of Form 8-K of the
registrant, dated as of June 18, 2001, File No. 33-47812).
10.1 Receivable Purchase Agreement, dated as of June 30, 1992, between
American Express Receivables Financing Corporation, as purchaser, and
American Express Travel Related Services Company, Inc., as seller
(incorporated by reference to Exhibit 4(b) to the Registration
Statement filed on behalf of American Express Master Trust, Series
1992-1, File No. 33-47812).
10.2 Amendment No. 1 to Receivable Purchase Agreement, dated as of
September 12, 1994, between American Express Receivables Financing
Corporation, as purchaser, and American Express Travel Related
Services Company, Inc., as seller (incorporated by reference to
Exhibit 4 of Form 8-K of the registrant, dated as of September 12,
1994, File No. 33-47812).
10.3 Amendment No. 2 to Receivable Purchase Agreement, dated as of August
7, 1997, between American Express Receivables Financing Corporation,
as purchaser, and American Express Travel Related Services Company,
Inc., as seller (incorporated by reference to Exhibit 20.3 of Form 8-K
of the registrant dated August 14, 1997, File No. 33-47812).
24.1* Power of Attorney for Centurion.
24.2* Power of Attorney for RFC.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.