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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, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
As a depositor on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuer of Certificates)
(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: 212-640-2357
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC
As a depositor on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuer of Certificates)
(Exact name of registrant as specified in its charter)
Delaware 20-0942395
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4315 South 2700 West, Salt Lake City, Utah 84184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 801-945-2030
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC
As a depositor on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuer of Certificates)
(Exact name of registrant as specified in its charter)
Delaware 20-0942445
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4315 South 2700 West, Salt Lake City, Utah 84184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 801-945-2068
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A Series 2000-3 Floating Rate Asset Backed Certificates
Class B Series 2000-3 Floating Rate Asset Backed Certificates
Class A Series 2000-4 Floating Rate Asset Backed Certificates
Class B Series 2000-4 Floating Rate Asset Backed Certificates
Class A Series 2000-5 Floating Rate Asset Backed Certificates
Class B Series 2000-5 Floating Rate Asset Backed Certificates
Class A Series 2001-1 Floating Rate Asset Backed Certificates
Class B Series 2001-1 Floating Rate Asset Backed Certificates
Class A Series 2001-2 5.53% Asset Backed Certificates
Class B Series 2001-2 5.83% Asset Backed Certificates
Class A Series 2001-3 Floating Rate Asset Backed Certificates
Class B Series 2001-3 Floating Rate Asset Backed Certificates
Class A Series 2001-4 Floating Rate Asset Backed Certificates
Class B Series 2001-4 Floating Rate Asset Backed Certificates
Class A Series 2001-5 Floating Rate Asset Backed Certificates
Class B Series 2001-5 Floating Rate Asset Backed Certificates
Class A Series 2001-6 Floating Rate Asset Backed Certificates
Class B Series 2001-6 Floating Rate Asset Backed Certificates
Class A Series 2001-7 Floating Rate Asset Backed Certificates
Class B Series 2001-7 Floating Rate Asset Backed Certificates
Class A Series 2002-1 Floating Rate Asset Backed Certificates
Class B Series 2002-1 Floating Rate Asset Backed Certificates
Class A Series 2002-2 Floating Rate Asset Backed Certificates
Class B Series 2002-2 Floating Rate Asset Backed Certificates
Class A Series 2002-3 Floating Rate Asset Backed Certificates
Class B Series 2002-3 Floating Rate Asset Backed Certificates
Class A Series 2002-4 Floating Rate Asset Backed Certificates
Class B Series 2002-4 Floating Rate Asset Backed Certificates
Class A Series 2002-5 Floating Rate Asset Backed Certificates
Class B Series 2002-5 Floating Rate Asset Backed Certificates
Class A Series 2002-6 Floating Rate Asset Backed Certificates
Class B Series 2002-6 Floating Rate Asset Backed Certificates
Class A Series 2003-1 Floating Rate Asset Backed Certificates
Class B Series 2003-1 Floating Rate Asset Backed Certificates
Class A Series 2003-2 Floating Rate Asset Backed Certificates
Class B Series 2003-2 Floating Rate Asset Backed Certificates
Class A Series 2003-3 Floating Rate Asset Backed Certificates
Class B Series 2003-3 Floating Rate Asset Backed Certificates
Class A Series 2003-4 1.69% Asset Backed Certificates
Class B Series 2003-4 1.90% Asset Backed Certificates
Class A Series 2004-1 Floating Rate Asset Backed Certificates
Class B Series 2004-1 Floating Rate Asset Backed Certificates
Class A Series 2004-2 Floating Rate Asset Backed Certificates
Class B Series 2004-2 Floating Rate Asset Backed Certificates
Class A Series 2004-3 4.35% Asset Backed Certificates
Class B Series 2004-3 4.55% Asset Backed Certificates
Class A Series 2004-4 Floating Rate Asset Backed Certificates
Class B Series 2004-4 Floating Rate Asset Backed Certificates
Class A Series 2004-5 Floating Rate Asset Backed Certificates
Class B Series 2004-5 Floating Rate Asset Backed Certificates
Class A Series 2005-1 Floating Rate Asset Backed Certificates
Class B Series 2005-2 Floating Rate 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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES NO X
--- ---
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: None.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
INTRODUCTORY NOTE
American Express Receivables Financing Corporation II, American Express
Receivables III LLC and American Express Receivables Financing Corporation IV
LLC are the depositors of the registrant, the American Express Credit Account
Master Trust. Pursuant to a no-action request (no-action request of American
Express Credit Account Master Trust publicly available December 6, 1996), the
registrant is not required to respond to various items of Form 10-K. Such items
are designated herein as "Not Applicable".
PART I
Item 1. Business
Not Applicable.
Item 2. Properties
The American Express Credit Account Master Trust (the "trust") was
formed pursuant to a pooling and servicing agreement, dated as of May 16, 1996,
among American Express Receivables Financing Corporation II ("RFC II") and
American Express Centurion Bank ("Centurion"), each as an originator and
transferor, American Express Travel Related Services Company, Inc. ("TRS"), as
servicer, and The Bank of New York, as trustee. As of the close of business on
April 16, 2004, Centurion sold a portion of its credit account portfolio to its
affiliate, American Express Bank, FSB ("FSB"). In connection with this sale and
as permitted by the pooling and servicing agreement, the pooling and servicing
agreement was amended and restated as of April 16, 2004 to designate FSB as an
account owner with respect to the trust, to substitute Centurion's wholly owned
subsidiary, American Express Receivables Financing Corporation III LLC ("RFC
III"), as a transferor to the trust in place of Centurion, and to add FSB's
wholly owned subsidiary, American Express Receivables Financing Corporation IV
LLC ("RFC IV"), as a transferor to the trust. RFC III and RFC IV assumed the
obligations of a transferor of the trust.
At the time of such amendment, Centurion entered into a receivables
purchase agreement with RFC III and FSB entered into a receivables purchase
agreement with RFC IV. Under the receivables purchase agreements, each of
Centurion and FSB sold its existing right, title and interest in, and on an
ongoing basis will sell, the receivables in the accounts designated to the trust
owned by Centurion and FSB to RFC III and RFC IV, respectively. RFC III and RFC
IV, as transferors under the pooling and servicing agreement, in turn transfer
the receivables to the trust.
RFC II, a Delaware corporation, is a wholly owned subsidiary of TRS. It
was incorporated on August 7, 1995. Its principal office is located at 200 Vesey
Street, New York, New York, 10285. RFC II in the past purchased receivables from
TRS, which were then transferred to the Trust. RFC II does not currently
purchase receivables.
RFC III, a special purpose Delaware limited liability company, is a
wholly owned subsidiary of Centurion. It operates under the terms of a limited
liability company agreement, dated as of March 10, 2004. Its principal office is
located at 4315 South 2700 West, Salt Lake City, Utah, 84184. RFC III purchases
receivables in the designated accounts from Centurion, which it then transfers
to the trust. 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 was a Utah-chartered,
FDIC-insured industrial loan company. The surviving institution was renamed
American Express Centurion Bank. Its principal office is located at 4315 South
2700 West, Salt Lake City, Utah, 84184.
- 1 -
RFC IV, a special purpose Delaware limited liability company, is a
wholly owned subsidiary of FSB. It operates under the terms of a limited
liability company agreement, dated as of March 10, 2004. Its principal office is
located at 4315 South 2700 West, Salt Lake City, Utah, 84184. RFC IV purchases
receivables in the designated accounts from FSB, which it then transfers to the
trust. American Express Bank, FSB was chartered by the Office of Thrift
Supervision under the laws of the United States of America as a federal savings
bank in 2000 and received FDIC insurance in 2000. Its principal office is
located at 4315 South 2700 West.
TRS, the servicer, 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,
10285.
The trust was formed for the purpose of acquiring and holding the trust
assets and from time to time issuing asset-backed certificates under the pooling
and servicing agreement and one or more supplements thereto, 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 has 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 generated from transactions made by persons who are holders of
consumer American Express revolving credit card accounts issued by Centurion or
FSB, whether branded "Optima" Card accounts, "Blue" from American Express or
otherwise, Optima Line of Credit accounts and Sign & Travel(R)/Extended Payment
Option revolving credit accounts or features. Cards issued by Centurion and FSB
are currently accepted worldwide, and may be used for the purchase of
merchandise and services. The Sign & Travel/Extended Payment Option is currently
available only to holders of American Express Card, American Express Gold Card,
Platinum Card and Centurion Card accounts.
Each transferor selects the accounts to be designated to the trust on
the basis of criteria established in the pooling and servicing agreement. All
receivables in the accounts when designated to the trust were transferred to the
trust and all new receivables generated in those accounts have been and will be
transferred automatically to the trust. The trust assets also include 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.
No account owner acts as a guarantor with respect to any payments on
the certificates, and neither the trustee nor the holders of the certificates
have general recourse against any account owner or the assets of any account
owner. Instead the trustee's and the certificateholders' only recourse in any
action seeking to collect amounts owing under the certificates is against, and
limited to, the trust assets.
The receivables 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").
- 2 -
TRS services the receivables under the pooling and servicing agreement.
In limited cases, it may resign or be removed, and either the trustee or a third
party may be appointed as the new servicer. The servicer receives collections on
the receivables, deposits those collections in a collection account and keeps
track of those collections for finance charge receivables and principal
receivables. The servicer allocates the collections as required by the pooling
and servicing agreement and each supplement.
Each series of investor certificates belongs to a certain group of
series (each, a "group"). The series included in a particular group share a
common distribution date and other terms, and certain cash collections may be
allocated among the series within a group. The pooling and servicing 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
prescribes the manner in which collections are 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 receivables 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. For each series, the
supplement relating to such series governs the terms and timing of payment of
interest and principal and the allocations of collections of receivables among
the various series within such series' group and among series in a different
group.
The trust may not engage in any business activity other than acquiring
and holding the trust assets, issuing certificates, making payments on
certificates and related activities. Pursuant to the pooling and servicing
agreement, the trustee holds the trust assets in trust for the benefit of the
holders of the certificates, and TRS or any successor servicer is responsible
for the administration and servicing of the receivables. The trust does not have
any source of capital resources other than the trust assets. The trust is
formed under and administered in accordance with the laws of the State of New
York.
The trust has 54 classes of investor certificates outstanding:
. Class A Series 2000-3 Floating Rate Asset Backed Certificates
and Class B Series 2000-3 Floating Rate Asset Backed
Certificates (collectively, the "Series 2000-3 Certificates");
. Class A Series 2000-4 Floating Rate Asset Backed Certificates
and Class B Series 2000-4 Floating Rate Asset Backed
Certificates (collectively, the "Series 2000-4 Certificates");
. Class A Series 2000-5 Floating Rate Asset Backed Certificates
and Class B Series 2000-5 Floating Rate Asset Backed
Certificates (collectively, the "Series 2000-5 Certificates");
. Class A Series 2001-1 Floating Rate Asset Backed Certificates
and Class B Series 2001-1 Floating Rate Asset Backed
Certificates (collectively, the "Series 2001-1 Certificates");
. Class A Series 2001-2 5.53% Asset Backed Certificates and
Class B Series 2001-2 5.83% Asset Backed Certificates
(collectively, the "Series 2001-2 Certificates");
- 3-
. Class A Series 2001-3 Floating Rate Asset Backed Certificates
and Class B Series 2001-3 Floating Rate Asset Backed
Certificates (collectively, the "Series 2001-3 Certificates");
. Class A Series 2001-4 Floating Rate Asset Backed Certificates
and Class B Series 2001-4 Floating Rate Asset Backed
Certificates (collectively, the "Series 2001-4 Certificates");
. Class A Series 2001-5 Floating Rate Asset Backed Certificates
and Class B Series 2001-5 Floating Rate Asset Backed
Certificates (collectively, the "Series 2001-5 Certificates");
. Class A Series 2001-6 Floating Rate Asset Backed Certificates
and Class B Series 2001-6 Floating Rate Asset Backed
Certificates (collectively, the "Series 2001-6 Certificates");
. Class A Series 2001-7 Floating Rate Asset Backed Certificates
and Class B Series 2001-7 Floating Rate Asset Backed
Certificates (collectively, the "Series 2001-7 Certificates");
. Class A Series 2002-1 Floating Rate Asset Backed Certificates
and Class B Series 2002-1 Floating Rate Asset Backed
Certificates (collectively, the "Series 2002-1 Certificates");
. Class A Series 2002-2 Floating Rate Asset Backed Certificates
and Class B Series 2002-2 Floating Rate Asset Backed
Certificates (collectively, the "Series 2002-2 Certificates");
. Class A Series 2002-3 Floating Rate Asset Backed Certificates
and Class B Series 2002-3 Floating Rate Asset Backed
Certificates (collectively, the "Series 2002-3 Certificates");
. Class A Series 2002-4 Floating Rate Asset Backed Certificates
and Class B Series 2002-4 Floating Rate Asset Backed
Certificates (collectively, the "Series 2002-4 Certificates");
. Class A Series 2002-5 Floating Rate Asset Backed Certificates
and Class B Series 2002-5 Floating Rate Asset Backed
Certificates (collectively, the "Series 2002-5 Certificates");
. Class A Series 2002-6 Floating Rate Asset Backed Certificates
and Class B Series 2002-6 Floating Rate Asset Backed
Certificates (collectively, the "Series 2002-6 Certificates");
. Class A Series 2003-1 Floating Rate Asset Backed Certificates
and Class B Series 2003-1 Floating Rate Asset Backed
Certificates (collectively, the "Series 2003-1 Certificates");
. Class A Series 2003-2 Floating Rate Asset Backed Certificates
and Class B Series 2003-2 Floating Rate Asset Backed
Certificates (collectively, the "Series 2003-2 Certificates");
. Class A Series 2003-3 Floating Rate Asset Backed Certificates
and Class B Series 2003-3 Floating Rate Asset Backed
Certificates (collectively, the "Series 2003-3 Certificates");
. Class A Series 2003-4 1.69% Asset Backed Certificates and
Class B Series 2003-4 1.90% Rate Asset Backed Certificates
(collectively, the "Series 2003-4 Certificates");
. Class A Series 2004-1 Floating Rate Asset Backed Certificates
and Class B Series 2004-1 Floating Rate Asset Backed
Certificates (collectively, the "Series 2004-1 Certificates");
- 4 -
. Class A Series 2004-2 Floating Rate Asset Backed Certificates
and Class B Series 2004-2 Floating Rate Asset Backed
Certificates (collectively, the "Series 2004-2 Certificates");
. Class A Series 2004-3 4.35% Asset Backed Certificates and
Class B Series 2004-3 4.55% Asset Backed Certificates
(collectively, the "Series 2004-3 Certificates");
. Class A Series 2004-4 Floating Rate Asset Backed Certificates
and Class B Series 2004-4 Floating Rate Asset Backed
Certificates (collectively, the "Series 2004-4 Certificates");
. Class A Series 2004-5 Floating Rate Asset Backed Certificates
and Class B Series 2004-5 Floating Rate Asset Backed
Certificates (collectively, the "Series 2004-5 Certificates);
. Class A Series 2005-1 Floating Rate Asset Backed Certificates
and Class B Series 2005-1 Floating Rate Asset Backed
Certificates (collectively, the "Series 2005-1 Certificates);
and
. Class A Series 2005-2 Floating Rate Asset Backed Certificates
and Class B Series 2005-2 Floating Rate Asset Backed
Certificates (collectively, the "Series 2005-2 Certificates).
The Class A Series 1999-1 Floating Rate Asset Backed Certificates and
the Class B Series 1999-1 Floating Rate Asset Backed Certificates were paid in
full April 15, 2004.
The Class A Series 1999-2 Floating Rate Asset Backed Certificates and
the Class B Series 1999-2 Floating Rate Asset Backed Certificates were paid in
full May 17, 2004.
The Class A Series 1999-3 Floating Rate Asset Backed Certificates and
the Class B Series 1999-3 Floating Rate Asset Backed Certificates were paid in
full May 17, 2004.
The Class A Series 1999-5 Floating Rate Asset Backed Certificates and
the Class B Series 1999-5 Floating Rate Asset Backed Certificates were paid in
full July 15, 2004.
The Class A Series 2000-1 Floating Rate Asset Backed Certificates and
the Class B Series 2000-1 Floating Rate Asset Backed Certificates were paid in
full February 15, 2005.
The Class A Series 2000-2 Floating Rate Asset Backed Certificates and
the Class B Series 2000-2 Floating Rate Asset Backed Certificates were paid in
full February 15, 2005.
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 2004 or, as applicable, the amount of
such items as of December 25, 2004, the last day of the last monthly due period
in 2004. This annual report is filed as Exhibit 99.3.
Item 3. Legal Proceedings
The Registrant knows of no legal proceedings material to security
holders involving the trust, the trust assets, the servicer or the account
owners.
- 5 -
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) The Registrant has no voting stock or class of common stock
outstanding as of the date of this report. To the Registrant's
knowledge, there is no established public trading market for
the investor certificates.
(b) The certificates representing investors' 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
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
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Not Applicable.
- 6 -
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 DTC. 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 February 28,
2005 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. Information on DTC participants' held positions
is provided by DTC.
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2000-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $344,395,000 41.74%
& Trust
JP Morgan Chase $159,000,000 19.27%
Citibank $151,500,000 18.36%
Northern Trust $63,085,000 7.64%
CLASS B SERIES
2000-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $38,000,000 47.50%
JP Morgan Chase $24,500,000 30.62%
Bank of Tokyo -
Mitsubishi $10,000,000 12.50%
UBS Finance $4,100,000 5.12%
- 7 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2000-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of Tokyo -
Mitsubishi $950,000,000 95.0%
State Street Bank
& Trust $50,000,000 5.0%
CLASS B SERIES
2000-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $23,970,000 24.72%
Citibank $48,000,000 49.50%
JP Morgan Chase $25,000,000 25.78%
CLASS A SERIES
2000-5 FLOATING
RATE ASSET
BACKED
CERTFICATES: State Street Bank
& Trust $201,990,770 31.07%
Bank of New York $178,355,000 27.44%
Northern Trust $89,625,000 13.79%
JP Morgan Chase $88,255,230 13.57%
Mellon Trust $65,410,000 10.06%
CLASS B SERIES
2000-5 FLOATING
RATE ASSET
BACKED
CERTFICATES: JP Morgan Chase $45,530,000 72.24%
Mellon Trust $17,500,000 27.76%
CLASS A SERIES
2001-1 FLOATING
RATE ASSET
BACKED
CERTFICATES: State Street Bank
& Trust $372,817,000 60.25%
JP Morgan Chase $71,998,000 11.64%
Citibank $34,925,000 5.64%
- 8 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-1 FLOATING
RATE ASSET
BACKED
CERTFICATES: Merrill Lynch $20,000,000 33.33%
JP Morgan Chase $20,000,000 33.33%
Bank of Tokyo -
Mitsubishi $10,000,000 16.67%
Citibank $5,000,000 8.33%
CGM $4,000,000 6.67%
CLASS A SERIES
2001-2 5.53%
ASSET BACKED
CERTIFICATES: State Street Bank
& Trust $79,925,000 36.95%
JP Morgan Chase $31,600,000 14.61%
Mellon Trust $17,215,000 7.96%
Harris Trust $15,600,000 7.21%
Bank of New York $13,195,000 6.10%
Northern Trust $12,850,000 5.94%
CLASS B SERIES
2001-2 5.83%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $15,000,000 100%
CLASS A SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $322,465,000 52.11%
Northern Trust $162,695,000 26.29%
Mellon Trust $36, 450,000 5.89%
Harris Trust $35,000,000 5.65%
- 9 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $20,000,000 33.33%
Citibank $20,000,000 33.33%
JP Morgan Chase $10,000,000 16.67%
Mellon Trust $10,000,000 16.67%
CLASS A SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mellon Trust $135,886,000 22.72%
State Street Bank
& Trust $106,330,000 17.77%
Northern Trust $92,000,000 15.38%
Bank of New York $88,444,000 14.78%
JP Morgan Chase $43,986,000 7.35%
CLASS B SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $25,000,000 43.10%
Bank of Tokyo -
Mitsubishi $18,000,000 31.03%
Bank of New York $10,000,000 17.24%
Citibank $5,000,000 8.62%
CLASS A SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank $123,385,000 29.91%
JP Morgan Chase $107,140,000 25.24%
WBNA - Main $55,150,000 13.36%
Harris Trust $50,000,000 12.12%
US Bank NA $29,750,000 7.21%
- 10 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $20,000,000 50.00%
JP Morgan Chase $13,000,000 32.50%
JP Morgan/GW $7,000,000 17.50%
CLASS A SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $190,000,000 32.90%
State Street Bank
& Trust $104,250,000 18.05%
Northern Trust $95,000,000 16.45%
Bank of New York $83,500,000 14.45%
Mellon Trust $56,500,000 9.78%
CLASS B SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $33,900,000 60.53%
JP Morgan Chase $16,900,000 30.17%
Brown Brothers $5,200,000 9.28%
CLASS A SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $222,000,000 41.39%
Citibank $80,690,000 15.04%
Bank of New York $71,055,000 13.25%
BARC/Fixed $47,000,000 8.76%
Mellon Trust $40,825,000 7.61%
State Street Bank
& Trust $33,350,000 6.22%
- 11 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $30,000,000 57.69%
Bank of Tokyo -
Mitsubishi $10,000,000 19.23%
Mellon Trust $10,000,000 19.23%
CLASS A SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $288,065,000 37.95%
Citibank $160,000,000 21.08%
Bank of New York $139,300,000 18.35%
State Street Bank
& Trust 81,619,000 10.75%
CLASS B SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $44,000,000 59.78%
JP Morgan Chase $17,600,000 23.91%
JPM/CCS2 $12,000,000 16.30%
CLASS A SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $237,225,000 30.58%
JP Morgan Chase $232,985,000 30.04%
State Street Bank
& Trust $145,485,000 18.76%
CITIDLRTEO $60,000,000 7.73%
CLASS B SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $29,500,000 39.22%
Mellon Trust $25,000,000 33.24%
JPM/CCS2 $10,000,000 13.29%
State Street Bank
& Trust $6,000,000 7.97%
- 12 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $342,340,000 45.10%
State Street Bank
& Trust $178,720,000 23.54%
Mellon Trust $83,595,000 11.01%
Bank of New York $50,000,000 6.59%
CLASS B SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $27,600,000 37.50%
JP Morgan Chase $17,500,000 23.77%
Mellon Trust $15,500,000 21.05%
Citibank $5,000,000 6.79%
Deutsche Bank $4,000,000 5.43%
Wells Bank NA $4,000,000 5.43%
CLASS A SERIES
2002-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $117,220,000 28.14%
Bank of New York $106,180,000 25.74%
Northern Trust $101,540,000 24.61%
JP Morgan Chase $34,625,000 8.39%
Mellon Trust $20,635,000 5.00%
CLASS B SERIES
2002-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $30,000,000 75.00%
Mellon Trust $8,000,000 20.00%
Northern Trust $2,000,000 5.00%
- 13 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank $210,000,000 42.42%
JP Morgan Chase $139,500,000 28.18%
US Bank NA $78,000,000 15.75%
JPM/CCS2 $25,000,000 5.05%
CLASS B SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $30,000,000 62.50%
Bank of America $17,650,000 36.77%
CLASS A SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mellon Trust $154,225,000 25.96%
JP Morgan Chase $107,000,000 18.01%
Bank of New York $82,750,000 13.93%
Bank of New York/
SO GE $60,000,000 10.10%
State Street Bank
& Trust $59,900,000 10.08%
UBS $50,000,000 8.41%
Merrill Lynch $32,000,000 5.38%
CLASS B SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $20,000,000 34.72%
JP Morgan Chase $18,000,000 31.25%
Merrill Lynch $9,000,000 15.62%
Bank of Tokyo -
Mitsubishi $5,000,000 8.68%
Pershing $3,500,000 6.07%
- 14 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $286,475,000 37.74%
Mellon Trust $170,450,000 22.45%
State Street Bank
& Trust $65,890,000 8.68%
JPM/CCS2 $60,000,000 7.90%
Bank of New York $59,080,000 7.78%
Investors Bank $46,825,000 6.16%
Citibank $43,700,000 5.75%
CLASS B SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JPM/CCS2 $27,000,000 36.68%
JP Morgan Chase $19,000,000 25.81%
Citibank $16,750,000 22.75%
Mellon Trust $9,000,000 12.22%
CLASS A SERIES
2003-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $565,425,000 62.30%
Citibank $161,350,000 17.77%
Bank of New York $58,470,000 6.44%
CLASS B SERIES
2003-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank $33,965,000 38.59%
Sumi Trust $20,000,000 22.72%
JPM/CCS2 $19,035,000 21.63%
Bank of New York $15,000,000 17.04%
- 15 -
Principal
Amount of Percent
Name Certificates of Class
CLASS A SERIES
2003-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $241,050,000 38.95%
State Street Bank
& Trust $129,050,000 20.85%
Bank of New York $96,650,000 15.62%
Harris Trust $47,000,000 7.59%
Citibank $35,000,000 5.65%
CLASS B SERIES
2003-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $30,000,000 50.00%
Sumi Trust $10,000,000 16.67%
Citibank $9,000,000 15.00%
WBNA - Main $6,000,000 10.00%
JPM/CCS2 $5,000,000 8.33%
CLASS A SERIES
2003-4 1.69%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $110,060,000 18.71%
State Street Bank
& Trust $93,984,111 15.98%
Northern Trust $76,779,000 13.05%
Mellon Trust $67,760,000 11.52%
Bank of New York $38,380,891 6.52%
CLASS B SERIES
2003-4 1.90%
ASSET BACKED
CERTIFICATES: Bank of New York $18,000,000 44.11%
Mellon Trust $7,585,000 18.59%
JP Morgan Chase $4,850,000 11.88%
Northern Trust $3,900,000 9.55%
State Street Bank
& Trust $3,500,000 8.57%
Wachovia Bank NA $2,840,000 6.96%
- 16 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $247,000,000 36.97%
Citibank $184,000,000 27.54%
Bank of New York $87,000,000 13.02%
State Street Bank
& Trust $50,000,000 7.48%
Wells Bank NA $35,000,000 5.23%
CLASS B SERIES
2004-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $19,640,000 32.73%
Bank of New York $16,615,000 27.69%
JP Morgan Chase $10,775,000 17.95%
Citibank $8,470,000 14.11%
CGM/SAL BR $3,000,000 5.00%
CLASS A SERIES
2004-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank $66,150,000 19.80%
State Street Bank $61,550,000 18.43%
Brown Brothers $60,400,000 18.08%
JPM/CCS2 $50,000,000 14.97%
Wachovia Bank NA $50,000,000 14.97%
Bank of New York $30,500,000 9.13%
CLASS B SERIES
2004-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust Company $18,000,000 60.00%
Bank of New York 12,000,000 40.00%
- 17 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-3 4.35%
ASSET BACKED
CERTIFICATES: Mellon Trust $168,306,000 32.24%
JP Morgan Chase $89,707,000 17.18%
State Street Bank
& Trust $84,426,000 16.17%
Bank of New York $71,233,000 13.64%
CLASS B SERIES
2004-3 4.55%
ASSET BACKED
CERTIFICATES: State Street Bank
& Trust $12,500,000 41.67%
JP Morgan Chase $8,720,000 29.06%
Bank of New York $6,780,000 22.60%
Merrill Lynch $2,000,000 6.67%
CLASS A SERIES
2004-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $430,995,000 46.92%
Bank of New York $195,000,000 21.23%
JP Morgan Chase $142,965,000 15.56%
Citibank $91,000,000 9.90%
CLASS B SERIES
2004-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $32,575,000 39.48%
Citibank $29,350,000 35.57%
Goldman Sachs $10,000,000 12.12%
Bank of New York $5,000,000 6.06%
Mellon Trust $4,125,000 5.00%
-18 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $243,000,000 29.10%
LaSalle Bank $122,400,000 14.65%
JP Morgan Chase $117,000,000 14.01%
Bank of New York $107,000,000 12.81%
Northern Trust $73,000,000 8.74%
Northern Trust
Savings $45,000,000 5.38%
Citibank $43,000,000 5.15%
CLASS B SERIES
2004-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $43,850,000 58.46%
Citibank $24,150,000 32.20%
Mellon Trust $7,000,000 9.33%
The address of each of the above participants is:
(a) c/o The Depository Trust Company
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 Pooling and Servicing
Agreement.
Item 14. Principal Accounting Fees and Services
Not Applicable.
- 19 -
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Annual
Report on Form 10-K:
1. First Amendment to the Pooling and Servicing
Agreement, dated June 30, 2004 (filed as Exhibit
4.2).
2. Annual Servicing Statement Delivered to the Trustee
(filed as Exhibit 99.1).
3. Annual Accountant's Report of Ernst & Young LLP
(filed as Exhibit 99.2).
4. Annual Report containing Aggregate Information for
the Fiscal Year (filed as Exhibit 99.3).
5. Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibits 99.4.1,
99.4.2 and 99.4.3).
6. Administrative and Services and Premises Agreement,
dated April 16, 2004 (filed as Exhibit 10.4).
7. Subservicing Agreement, dated June 30, 2004 (filed as
Exhibit 10.5).
(b) Reports on Form 8-K:
The trust has filed the following reports on Form 8-K since
April 15, 2004:
1. Form 8-K, dated April 15, 2004, attaching the Monthly
Servicer's Certificate for the due period February
26, 2004 through March 26, 2004.
2. Form 8-K, dated April 16, 2004, attaching the Pooling
and Servicing Agreement, dated May 16, 1996, as
amended and restated as of April 16, 2004, among
American Express Receivables Financing Corporation II
("RFC II"), American Express Receivables Financing
Corporation III LLC ("RFC III") and American Express
Receivables Financing Corporation IV LLC ("RFC IV"),
as transferors, American Express Travel Related
Services Company, Inc. ("TRS"), as servicer, and The
Bank of New York, as trustee (the "Trustee");
attaching the Amendment to Series Supplements, dated
April 16, 2004, among American Express Centurion
Bank, RFC II, RFC III, RFC IV, TRS and the Trustee;
attaching the Receivables Purchase Agreement, dated
April 16, 2004, between American Express Centurion
Bank and RFC III; and attaching the Receivables
Purchase Agreement, dated April 16, 2004, between
American Express Bank, FSB and RFC IV.
3. Form 8-K, dated May 17, 2004, attaching the Monthly
Servicer's Certificate for the due period March 27,
2004 through April 25, 2004.
- 20 -
4. Form 8-K, dated June 2, 2004, attaching the Series
2004-2 Supplement, dated June 2, 2004, supplementing
the Pooling and Servicing Agreement, dated May 16,
1996, as amended and restated as of April 16, 2004
and the Series 2004-3 Supplement, dated June 2, 2004
supplementing the Pooling and Servicing Agreement,
dated May 16, 1996, as amended and restated as of
April 16, 2004.
5. Form 8-K, dated June 15, 2004, attaching the Monthly
Servicer's Certificate for the due period April 26,
2004 through May 25, 2004.
6. Form 8-K, dated July 15, 2004, attaching the Monthly
Servicer's Certificate for the due period May 26,
2004 through June 25, 2004.
7. Form 8-K, dated August 16, 2004, attaching the
Monthly Servicer's Certificate for the due period
June 26, 2004 through July 25, 2004.
8. Form 8-K, dated August 17, 2004, attaching the Series
2004-4 Supplement, dated August 17, 2004
supplementing the Pooling and Servicing Agreement,
dated May 16, 1996, as amended and restated as of
April 16, 2004.
9. Form 8-K, dated September 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
July 27, 2004 through August 25, 2004.
10. Form 8-K, dated September 21, 2004, attaching the
Second Amendment to the Pooling and Servicing
Agreement, dated September 21, 2004 and also
attaching the Series 2004-5 Supplement, dated
September 23, 2004, supplementing the Pooling and
Servicing Agreement, dated May 16, 1996, as amended
and restated as of April 16, 2004.
11. Form 8-K, dated October 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
August 26, 2004 through September 25, 2004.
12. Form 8-K, dated November 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
September 26, 2004 through October 25, 2004.
13. Form 8-K, dated December 15, 2004, attaching the
Monthly Servicer's Certificate for the due period
October 26, 2004 through November 24, 2004.
14. Form 8-K, dated January 18, 2005, attaching the
Monthly Servicer's Certificate for the due period
November 25, 2004 through December 25, 2004.
15. Form 8-K, dated February 14, 2005, relating to
addition of accounts and attaching Assignment No. 12
of Receivables in Additional Accounts, dated February
14, 2005, between American Express Receivables
Financing Corporation III LLC and The Bank of New
York and Assignment No. 13 of Receivables in
Additional Accounts, dated February 14, 2005, between
American Express Receivables Financing Corporation IV
LLC and The Bank of New York.
- 21 -
16. Form 8-K, dated February 18, 2005, attaching the
Monthly Servicer's Certificate for the due period
December 26, 2004 through January 26, 2005.
17. Form 8-K, dated March 15, 2005, attaching the Monthly
Servicer's Certificate for the due period January 27,
2005 through February 25, 2005.
18. Form 8-K, dated March 24, 2005, attaching the Series
2005-1 Supplement, dated March 24, 2005 supplementing
its Pooling and Servicing Agreement, dated March 16,
1996, as amended and restated as of April 16, 2004;
and also attaching the Series 2005-2 Supplement,
dated March 24, 2005, supplementing its Pooling and
Servicing Agreement, dated May 16, 1996, as amended
and restated as of April 16, 2004.
(c) Exhibits:
4.1 Pooling and Servicing Agreement, dated May 16, 1996,
as amended and restated as of April 16, 2004
(incorporated by reference to Exhibit 4.1 of Form
8-K, dated April 16, 2004, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing
Agreement, dated June 30, 2004.
4.3 Second Amendment to the Pooling and Servicing
Agreement, dated September 21, 2004 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated September
21, 2004, File No. 000-20787).
4.4 Supplemental Assumption Agreement, dated 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, dated July 15,
1996, File No. 000-20787).
4.5 Assignment No. 1 of Receivables in Additional
Accounts, dated 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 No. 000-20787).
4.6 Assignment No. 3 of Receivables in Additional
Accounts, dated September 13, 1999, 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 99.1 of Form 8-K, dated
September 1, 1999, File No. 000-20787).
4.7 Assignment No. 4 of Receivables in Additional
Accounts, dated May 19, 2000, 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 99.01 of Form 8-K, dated May 19,
2000, File No. 000-20787).
4.8 Assignment No. 5 of Receivables in Additional
Accounts, dated August 8, 2000, 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 99.01 of Form 8-K, dated August
8, 2000, File No. 000-20787).
- 22 -
4.9 Assignment No. 6 of Receivables in Additional
Accounts, dated March 2, 2001, 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 99.01 of Form 8-K, dated March
27, 2001, File No. 000-20787).
4.10 Assignment No. 7 of Receivables in Additional
Accounts, dated July 18, 2001, 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 99.01 of Form 8-K, dated July
18, 2001, File No. 000-20787).
4.11 Assignment No. 8 of Receivables in Additional
Accounts, dated January 25, 2002, 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 99.01 of Form 8-K, dated January
25, 2002, File No. 000-20787).
4.12 Assignment No. 9 of Receivables in Additional
Accounts, dated March 14, 2002, 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 99.01 of Form 8-K, dated March
14, 2002, File No. 000-20787).
4.13 Assignment No. 10 of Receivables in Additional
Accounts, dated December 11, 2002, by and among
American Express Centurion Bank, American Express
Receivables Financing Corporation II, as transferors,
and The Bank of New York, as trustee (incorporated by
reference to Exhibit 99.01 of Form 8-K, dated
December 11, 2002, File No. 000-20787).
4.14 Assignment No. 11 of Receivables in Additional
Accounts, dated October 23, 2003, by and among
American Express Centurion Bank, American Express
Receivables Financing Corporation II, as transferors,
and The Bank of New York, as trustee (incorporated by
reference to Exhibit 99.01 of Form 8-K, dated October
23, 2003, File No. 000-20787).
4.15 Assignment No. 12 of Receivables in Additional
Accounts, dated February 14, 2005 (incorporated by
reference to Exhibit 99.01 of Form 8-K, dated
February 14, 2005, File No. 000-20787).
4.16 Assignment No. 13 of Receivables in Additional
Accounts, dated February 14, 2005 (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated
February 14, 2005, File No. 000-20787).
4.17 Supplemental Conveyance No. 1, dated 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 No. 000-20787).
- 23 -
4.18 Supplemental Conveyance No. 3, dated September 13,
1999, by and between American Express Credit
Corporation, as seller, and American Express
Receivables Financing Corporation II, as purchaser
(incorporated by reference to Exhibit 99.2 of Form
8-K, dated September 21, 1999, File No. 000-20787).
4.19 Supplemental Conveyance No. 4, dated May 19, 2000, by
and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated May 19,
2000, File No. 000-20787).
4.20 Supplemental Conveyance No. 5, dated August 8, 2000,
by and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated August
8, 2000, File No. 000-20787).
4.21 Supplemental Conveyance No. 6, dated March 2, 2001,
by and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated March
27, 2001, File No. 000-20787).
4.22 Series 2000-3 Supplement to the Pooling and Servicing
Agreement, dated May 3, 2000 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated May 3,
2000, File No. 000-20787).
4.23 Series 2000-4 Supplement to the Pooling and Servicing
Agreement, dated June 22, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-A12G, dated June
22, 2000, File No. 000-20787).
4.24 Series 2000-5 Supplement to the Pooling and Servicing
Agreement, dated September 15, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-A12G, dated
September 15, 2000, File No. 000-20787).
4.25 Series 2001-1 Supplement to the Pooling and Servicing
Agreement, dated February 23, 2001 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February
23, 2001, File No. 000-20787).
4.26 Series 2001-2 Supplement to the Pooling and Servicing
Agreement, dated March 23, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated March 23,
2001, File No. 000-20787).
4.27 Series 2001-3 Supplement to the Pooling and Servicing
Agreement, dated April 3, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated March 30,
2001, File No. 000-20787).
4.28 Series 2001-4 Supplement to the Pooling and Servicing
Agreement, dated April 19, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated April 19,
2001, File No. 000-20787).
- 24 -
4.29 Series 2001-5 Supplement to the Pooling and Servicing
Agreement, dated May 9, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated as of May
9, 2001, File No. 000-20787).
4.30 Series 2001-6 Supplement to the Pooling and Servicing
Agreement, dated June 12, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated June 12,
2001, File No. 000-20787).
4.31 Series 2001-7 Supplement to the Pooling and Servicing
Agreement, dated August 21, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated August
21, 2001, File No. 000-20787).
4.32 Series 2002-1 Supplement to the Pooling and Servicing
Agreement, dated February 21, 2002 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated February
21, 2002, File No. 000-20787).
4.33 Series 2002-2 Supplement to the Pooling and Servicing
Agreement, dated April 25, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated April 25,
2002, File No. 000-20787).
4.34 Series 2002-3 Supplement to the Pooling and Servicing
Agreement, dated May 16, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated May 16,
2002, File No. 000-20787).
4.35 Series 2002-4 Supplement to the Pooling and Servicing
Agreement, dated July 17, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated July 17,
2002, File No. 000-20787).
4.36 Series 2002-5 Supplement to the Pooling and Servicing
Agreement, dated July 17, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated July 17,
2002, File No. 000-20787).
4.37 Series 2002-6 Supplement to the Pooling and Servicing
Agreement, dated August 15, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated August
15, 2002, File No. 000-20787).
4.38 Series 2003-1 Supplement to the Pooling and Servicing
Agreement, dated February 20, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February
20, 2003, File No. 000-20787).
4.39 Series 2003-2 Supplement to the Pooling and Servicing
Agreement, dated April 2, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated April 2,
2003, File No. 000-20787).
4.40 Series 2003-3 Supplement to the Pooling and Servicing
Agreement, dated May 7, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated May 7,
2003, File No. 000-20787).
- 25 -
4.41 Series 2003-4 Supplement to the Pooling and Servicing
Agreement, dated June 18, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated June 18,
2003, File No. 000-20787).
4.42 Series 2004-1 Supplement to the Pooling and Servicing
Agreement, dated March 1, 2004 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated March 1,
2004, File No. 000-20787).
4.43 Series 2004-2 Supplement to the Pooling and Servicing
Agreement, dated June 2, 2004 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated June 2,
2004, File No. 000-20787).
4.44 Series 2004-3 Supplement to the Pooling and Servicing
Agreement, dated June 2, 2004 (incorporated by
reference to Exhibit 4.2 of Form 8-K, dated June 2,
2004, File No. 000-20787).
4.45 Series 2004-4 Supplement to the Pooling and Servicing
Agreement, dated August 17, 2004 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated August
17, 2004, File No. 000-20787).
4.46 Series 2004-5 Supplement to the Pooling and Servicing
Agreement, dated September 23, 2004 (incorporated by
reference to Exhibit 4.2 of Form 8-K, dated September
21, 2004, File No. 000-20787).
4.47 Series 2005-1 Supplement to the Pooling and Servicing
Agreement, dated March 24, 2005 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated March 24,
2005, File No. 000-20787).
4.48 Series 2005-2 Supplement to the Pooling and Servicing
Agreement, dated March 24, 2005 (incorporated by
reference to Exhibit 4.2 of Form 8-K, dated March 24,
2005, File No. 000-20787).
10.1 Form of American Express Receivables Financing
Corporation 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).
10.2 Receivables Purchase Agreement, dated April 16, 2004,
between American Express Centurion Bank and American
Express Receivables Financing Corporation III
(incorporated by reference to Exhibit 4.3 of Form
8-K, dated April 16, 2004, File No. 000-20787).
10.3 Receivables Purchase Agreement, dated April 16, 2004,
between American Express Bank, FSB and American
Express Receivables Financing Corporation IV
(incorporated by reference to Exhibit 4.4 of Form
8-K, dated April 16, 2004, File No. 000-20787).
10.4 Administrative Services and Premises Agreement, dated
April 16, 2004, as amended and restated as of June
30, 2004, between American Express Receivables
Financing Corporation III and American Express
Receivables Financing Corporation IV.
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99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Reports of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for
the Fiscal Year.
99.4.1 Certification of Maureen Ryan pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
99.4.2 Certification of Traci L. Memmott pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
99.4.3 Certification of Robert C. Radle pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
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SIGNATURE
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
Registrant
By: AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
Co-Transferor of the Trust
By: /s/ Maureen Ryan
-------------------------------------
Maureen Ryan
President
March 31, 2005
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SIGNATURE
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
Registrant
By: AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
Co-Transferor of the Trust
By: /s/ Traci L. Memmott
---------------------------------------
Traci L. Memmott
Vice President and Treasurer
March 31, 2005
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SIGNATURE
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
Registrant
By: AMERICAN EXPRESS RECEIVABLES FINANCING
CORPORATION IV LLC
Co-Transferor of the Trust
By: /s/ Robert C. Radle
-------------------------------------
Robert C. Radle
President
March 31, 2005
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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 Pooling and Servicing Agreement, dated May 16, 1996, as amended and
restated as of April 16, 2004 (incorporated by reference to Exhibit 4.1
of Form 8-K, dated April 16, 2004, File No. 000-20787).
4.2* First Amendment to the Pooling and Servicing Agreement, dated June 30,
2004.
4.3 Second Amendment to the Pooling and Servicing Agreement, dated
September 21, 2004 (incorporated by reference to Exhibit 4.1 of Form
8-K, dated September 21, 2004, File No. 000-20787).
4.4 Supplemental Assumption Agreement, dated 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,
dated July 15, 1996, File No. 000-20787).
4.5 Assignment No. 1 of Receivables in Additional Accounts, dated 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 No. 000-20787).
4.6 Assignment No. 3 of Receivables in Additional Accounts, dated September
13, 1999, 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 99.1
of Form 8-K, dated September 1, 1999, File No. 000-20787).
4.7 Assignment No. 4 of Receivables in Additional Accounts, dated May 19,
2000, 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 99.01 of
Form 8-K, dated May 19, 2000, File No. 000-20787).
4.8 Assignment No. 5 of Receivables in Additional Accounts, dated August 8,
2000, 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 99.01 of
Form 8-K, dated August 8, 2000, File No. 000-20787).
4.9 Assignment No. 6 of Receivables in Additional Accounts, dated March 2,
2001, 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 99.01 of
Form 8-K, dated March 27, 2001, File No. 000-20787).
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4.10 Assignment No. 7 of Receivables in Additional Accounts, dated July 18,
2001, 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 99.01 of
Form 8-K, dated July 18, 2001, File No. 000-20787).
4.11 Assignment No. 8 of Receivables in Additional Accounts, dated January
25, 2002, 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
99.01 of Form 8-K, dated January 25, 2002, File No. 000-20787).
4.12 Assignment No. 9 of Receivables in Additional Accounts, dated March 14,
2002, 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 99.01 of
Form 8-K, dated March 14, 2002, File No. 000-20787).
4.13 Assignment No. 10 of Receivables in Additional Accounts, dated December
11, 2002, by and among American Express Centurion Bank, American
Express Receivables Financing Corporation II, as transferors, and The
Bank of New York, as trustee (incorporated by reference to Exhibit
99.01 of Form 8-K, dated December 11, 2002, File No. 000-20787).
4.14 Assignment No. 11 of Receivables in Additional Accounts, dated October
23, 2003, by and among American Express Centurion Bank, American
Express Receivables Financing Corporation II, as transferors, and The
Bank of New York, as trustee (incorporated by reference to Exhibit
99.01 of Form 8-K, dated October 23, 2003, File No. 000-20787).
4.15 Assignment No. 12 of Receivables in Additional Accounts, dated February
14, 2005 (incorporated by reference to Exhibit 99.01 of Form 8-K, dated
February 14, 2005, File No. 000-20787).
4.16 Assignment No. 13 of Receivables in Additional Accounts, dated February
14, 2005 (incorporated by reference to Exhibit 99.02 of Form 8-K, dated
February 14, 2005, File No. 000-20787).
4.17 Supplemental Conveyance No. 1, dated 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 No.
000-20787).
4.18 Supplemental Conveyance No. 3, dated September 13, 1999, by and between
American Express Credit Corporation, as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.2 of Form 8-K, dated September 21, 1999, File
No. 000-20787).
4.19 Supplemental Conveyance No. 4, dated May 19, 2000, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated May 19, 2000, File No.
000-20787).
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4.20 Supplemental Conveyance No. 5, dated August 8, 2000, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated August 8, 2000, File No.
000-20787).
4.21 Supplemental Conveyance No. 6, dated March 2, 2001, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated March 27, 2001, File No.
000-20787).
4.22 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated
May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated May 3, 2000, File No. 000-20787).
4.23 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated
June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G,
dated June 22, 2000, File No. 000-20787).
4.24 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated
September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form
8-A12G, dated September 15, 2000, File No. 000-20787).
4.25 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated
February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form
8-K, dated February 23, 2001, File No. 000-20787).
4.26 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated
March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated March 23, 2001, File No. 000-20787).
4.27 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated
April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated March 30, 2001, File No. 000-20787).
4.28 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated
April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated April 19, 2001, File No. 000-20787).
4.29 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated
May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated as of May 9, 2001, File No. 000-20787).
4.30 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated
June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated June 12, 2001, File No. 000-20787).
- 33 -
4.31 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated
August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated August 21, 2001, File No. 000-20787).
4.32 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated
February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form
8-K, dated February 21, 2002, File No. 000-20787).
4.33 Series 2002-2 Supplement to the Pooling and Servicing Agreement, dated
April 25, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated April 25, 2002, File No. 000-20787).
4.34 Series 2002-3 Supplement to the Pooling and Servicing Agreement, dated
May 16, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated May 16, 2002, File No. 000-20787).
4.35 Series 2002-4 Supplement to the Pooling and Servicing Agreement, dated
July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 17, 2002, File No. 000-20787).
4.36 Series 2002-5 Supplement to the Pooling and Servicing Agreement, dated
July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 17, 2002, File No. 000-20787).
4.37 Series 2002-6 Supplement to the Pooling and Servicing Agreement, dated
August 15, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 15, 2002, File No. 000-20787).
4.38 Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated
February 20, 2003 (incorporated by reference to Exhibit 4.1 of Form
8-K, dated February 20, 2003, File No. 000-20787).
4.39 Series 2003-2 Supplement to the Pooling and Servicing Agreement, dated
April 2, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated April 2, 2003, File No. 000-20787).
4.40 Series 2003-3 Supplement to the Pooling and Servicing Agreement, dated
May 7, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated May 7, 2003, File No. 000-20787).
4.41 Series 2003-4 Supplement to the Pooling and Servicing Agreement, dated
June 18, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated June 18, 2003, File No. 000-20787).
4.42 Series 2004-1 Supplement to the Pooling and Servicing Agreement, dated
March 1, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated March 1, 2004, File No. 000-20787).
4.43 Series 2004-2 Supplement to the Pooling and Servicing Agreement, dated
June 2, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated June 2, 2004, File No. 000-20787).
4.44 Series 2004-3 Supplement to the Pooling and Servicing Agreement, dated
June 2, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated June 2, 2004, File No. 000-20787).
- 34 -
4.45 Series 2004-4 Supplement to the Pooling and Servicing Agreement, dated
August 17, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 17, 2004, File No. 000-20787).
4.46 Series 2004-5 Supplement to the Pooling and Servicing Agreement, dated
September 23, 2004 (incorporated by reference to Exhibit 4.2 of Form
8-K, dated September 21, 2004, File No. 000-20787).
4.46 Series 2004-5 Supplement to the Pooling and Servicing Agreement, dated
September 23, 2004 (incorporated by reference to Exhibit 4.2 of Form
8-K, dated September 21, 2004, File No. 000-20787).
4.47 Series 2005-1 Supplement to the Pooling and Servicing Agreement, dated
March 24, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated March 24, 2005, File No. 000-20787).
4.48 Series 2005-2 Supplement to the Pooling and Servicing Agreement, dated
March 24, 2005 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated March 24, 2005, File No. 000-20787).
10.1 Form of American Express Receivables Financing Corporation 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).
10.2 Receivables Purchase Agreement, dated April 16, 2004, between American
Express Centurion Bank and American Express Receivables Financing
Corporation III (incorporated by reference to Exhibit 4.3 of Form 8-K,
dated April 16, 2004, File No. 000-20787).
10.3 Receivables Purchase Agreement, dated April 16, 2004, between American
Express Bank, FSB and American Express Receivables Financing
Corporation IV (incorporated by reference to Exhibit 4.4 of Form 8-K,
dated April 16, 2004, File No. 000-20787).
10.4* Administrative Services and Premises Agreement, dated April 16, 2004,
as amended and restated as of June 30, 2004, between American Express
Receivables Financing Corporation III and American Express Receivables
Financing Corporation IV.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Reports of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.
99.4.1* Certification of Maureen Ryan pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.4.2* Certification of Traci L. Memmott pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.4.3* Certification of Robert C. Radle pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
- 35 -