-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TThz8z9bQgdumy2Eijz8/6bhWi2qwNijf3FHN8PS3itGw82fao+T5acLJ3K94K9d XicHHwVsuHwrZwzngxtL8g== 0000949349-98-000009.txt : 19980330 0000949349-98-000009.hdr.sgml : 19980330 ACCESSION NUMBER: 0000949349-98-000009 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS RECEIVABLES FINANCING CORP II CENTRAL INDEX KEY: 0000949349 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133854638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-20787 FILM NUMBER: 98574892 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: AMERICAN EXPRESS TOWER 200 VESEY ST CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126404473 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: AMERICAN EXPRESS TOWER 200 VESEY ST CITY: NEW YORK STATE: NY ZIP: 10285 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CENTURION BANK CENTRAL INDEX KEY: 0000949348 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 112869526 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 033-95784-01 FILM NUMBER: 98574893 BUSINESS ADDRESS: STREET 1: 6985 UNION PARK CENTER CITY: MIVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015655000 MAIL ADDRESS: STREET 1: 6985 UNION PARK CENTER CITY: MIDVALE STATE: UT ZIP: 84047 10-K405 1 RFC2 1997 10-K405 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to ______ Commission File Nos. 000-20787-01; 000-20787-00 American Express Credit Account Master Trust (Issuer of Certificates) American Express Centurion Bank Co-Originator of the Trust and a Transferor (Exact name of registrant as specified in its charter) Utah 11-2869526 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 6985 Union Park Center, Midvale, Utah 84047 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (801) 565-5000 American Express Receivables Financing Corporation II Co-Originator of the Trust and a Transferor (Exact name of registrant as specified in its charter) Delaware 13-3854638 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 200 Vesey Street, New York, New York 10285 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (212) 640-4473 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Class A Series 1996-1 6.80% Asset Backed Certificates, Class B Series 1996-1 6.95% Asset Backed Certificates, Class A Series 1997-1 6.40% Asset Backed Certificates and Class B Series 1997-1 6.55% Asset Backed Certificates. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No -- -- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x -- State the aggregate market value of the voting stock held by non-affiliates of the registrant: Not applicable. Documents Incorporated By Reference: NONE PAGE PART I Item 1. Business The American Express Credit Account Master Trust (the "Trust") was formed pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of May 16, 1996, among American Express Centurion Bank and American Express Receivables Financing Corporation II ("RFC II"), each as an Originator, American Express Travel Related Services Company, Inc. ("TRS"), as servicer (the "Servicer"), and The Bank of New York, as trustee (the "Trustee"). RFC II, a Delaware corporation, is a wholly owned subsidiary of TRS. It was incorporated on August 7, 1995. Its principal executive office is located at 200 Vesey Street, New York, New York. TRS is a wholly owned subsidiary of American Express Company. It was incorporated in the State of New York on May 3, 1982 and its principal executive offices are located at 200 Vesey Street, New York, New York. American Express Centurion Bank was incorporated under Delaware banking laws as a limited service bank in 1985. As of July 1, 1996, its business was combined by merger with another subsidiary of TRS that is a Utah-chartered, FDIC-insured industrial loan company. The surviving institution was renamed as American Express Centurion Bank ("Centurion"). Its principal executive office is located at 6985 Union Park Center, Midvale, Utah. The Trust was formed for the purpose of acquiring and holding the Trust Assets (defined below) and from time to time issuing asset-backed certificates (the "Certificates") under the Agreement and one or more supplements thereto (each, a "Supplement"), including issuing and selling certain Certificates to investors in underwritten public offerings ("Investor Certificates"). Each Certificate represents an undivided interest in the Trust and the right to receive payments of interest at a specified rate and payments of principal at certain times during the term of the Trust. Each series of Investor Certificates (each, a "Series") will have its own Supplement to govern the individual terms and allocations applicable to such Series. The property of the Trust (the "Trust Assets") includes a portfolio of receivables (the "Receivables") generated from time to time in a portfolio of OptimaR Card, Optima Line of Credit and Sign & TravelR revolving credit accounts and other charge or credit accounts (collectively, the "Accounts") owned by Centurion or other eligible account owners (each, including Centurion, an "Account Owner"), all monies due or to become due in payment of the Receivables, all proceeds of such Receivables and any Series Enhancement provided for any particular Series or class of Certificates. "Series Enhancement" may include, with respect to any Series or class of Certificates, the subordination of one or more classes or Series of Certificates to one or more other classes or Series of Certificates, a letter of credit, a cash collateral guaranty, a cash collateral account, a surety bond, a collateral interest, a spread account, a guaranteed rate agreement, a maturity liquidity facility, a tax protection agreement or an insurance policy. 1 The Receivables that, to date, have been conveyed to the Trust arise from Accounts selected from Centurion's portfolio and consist of amounts charged or otherwise borrowed by Account holders for goods and services and cash advances ("Principal Receivables"), plus the related periodic finance charges, amounts charged to Accounts in respect of late charges and certain other items (the "Finance Charge Receivables"). No Originator or Account Owner will act as a guarantor with respect to any payments on the Certificates, and neither the Trustee nor the holders of the Certificates will have general recourse against any Originator or Account Owner or the assets of any Originator or Account Owner. Instead, the Trustee's and the Certificateholders' only recourse in any action seeking to collect amounts owing under the Certificates will be against, and limited to, the Trust Assets. Each Series of Investor Certificates will belong to a certain group of Series (each, a "Group"). The Series included in a particular Group will share a common distribution date and other terms, and certain cash collections may be allocated among the Series within a Group (any Group for which collections will be so allocated is hereinafter referred to as a "Reallocation Group"). The Agreement and Supplements govern the allocation of collections in respect of Principal Receivables and Finance Charge Receivables between the interests of the transferors and the Investor Certificateholders and, for the Investor Certificateholders, to each Group, based generally on the sum of the principal amounts of Investor Certificates for all Series in all Groups. Each Supplement will prescribe the manner in which collections will be allocated among Series. Each Group may have a certain number of Series which will share, to a limited extent, the collections in respect of Principal Receivables and Finance Charge Receivables allocated to such Group. In addition, certain excess collections of Principal Receivables ("Shared Principal Collections") or Finance Charge Receivables ("Excess Finance Charge Collections") allocated to a Series in one Group that are not required to make distributions with respect to the Certificates of the Series in such Group may be shared with the Series in another Group (each such Series is hereinafter referred to, respectively, as a "Principal Sharing Series" and an "Excess Allocation Series"). For each Series, the Supplement relating to such Series will govern the terms and timing of payment of interest and principal and the allocations of collections of Principal Receivables and Finance Charge Receivables among the various Series within such Series' Group and among Series in a different Group. The Trust will not engage in any business activity other than acquiring and holding the Trust Assets, issuing Certificates, making payments thereon and related activities. Pursuant to the Agreement, the Trustee will hold the Trust Assets in trust for the benefit of the holders of the Certificates, and TRS or any successor servicer, as the Servicer, will be responsible for the administration and servicing of the Receivables. The Trust has 2 issued four classes of Investor Certificates: Class A Series 1996-1 6.80% Asset Backed Certificates, Class B Series 1996-1 6.95% Asset Backed Certificates (collectively the "Series 1996-1 Certificates"), and on August 7, 1997, the Trust issued Class A Series 1997-1 6.40% Asset Backed Certificates and Class B Series 1997-1 6.55% Asset Backed Certificates which have been registered under Section 12(g) of the Securities Exchange Act of 1934 (collectively the "Series 1997-1 Certificates"). The Series 1997-1 Certificates were offered pursuant to a Prospectus Supplement dated August 21, 1997 to Prospectus dated August 21, 1997 issued under the Pooling and Servicing Agreement (the "Agreement") dated May 16, 1996, and the Series 1997-1 Supplement dated as of August 7, 1997, to the Agreement (the "Series 1997-1 Supplement"). Interest on the Series 1997-1 Certificates accrues from August 28, 1997 and is payable on October 15, 1997 and on the fifteenth day of each month thereafter each of which is a Distribution Date as defined above. Principal with respect to the 1997-1 Class A Certificates and the 1997-1 Class B Certificates is scheduled to be distributed on the September 2002 Distribution Date, buy may be paid earlier or later under certain limited circumstances as provided in the Agreement and the 1997-1 Supplement. Information concerning the performance of the Trust Assets for each monthly due period of the Trust is contained in monthly Servicer's reports provided to the Trustee and filed monthly on Form 8-K, and information concerning distributions made on the Investor Certificates is contained in payment date statements prepared by the Servicer and also filed on Form 8-K. The Servicer has prepared a report that sets forth, with respect to certain of the items reported on monthly in the monthly Servicer's reports, the aggregate amount of such items for the full year 1997 or, as applicable, the amount of such items as at December 31, 1997. This annual report is filed herewith as Exhibit 99.3. Item 2. Properties. See Exhibit 99.3. Item 3. Legal Proceedings. The Registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee, the Trust Assets or the Originators, exclusive of ordinary routine litigation incidental to the Trustee's, Originator's or Servicer's duties under the Agreement. Item 4. Submission of Matters to a Vote of Security Holders. None. 3 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. (a) To the best knowledge of the Registrant, there is no established public trading market for the Investor Certificates. (b) The Investor Certificates, representing investor's interests in the Trust, were delivered in book-entry form through the facilities of the Depository Trust Company ("DTC") and the nominee for DTC, Cede & Co., is the sole registered holder of the Investor Certificates. (c) Not applicable. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Not applicable. Item 7a. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Exhibit 99.3. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 4 PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) The Investor Certificates were delivered in book-entry form through the facilities of The Depository Trust Company. As a consequence, the nominee for DTC, Cede & Co., is the sole registered holder of Investor Certificates. An investor holding an interest in the Trust is not entitled to receive a certificate representing such interest except in limited circumstances. Cede & Co. holds the Investor Certificates on behalf of brokers, dealers, banks and other direct participants in the DTC system. DTC participants may own Investor Certificates for their own account or hold them for the accounts of their customers. As of January 12, 1998, the following direct DTC participants held positions in Investor Certificates representing interests in the Trust equal to or exceeding 5% of the total principal amount of the Investor Certificates of each class of each Series outstanding on that date:
Principal Amount Name of Certificates Percent of Class - ---- ---------------- ---------------- Class A Series 1996-1 6.80% Asset Backed Certificates: The Bank of New York $48,065,000 5.6% Bankers Trust Company $95,638,000 11.1% Boston Safe Deposit & Trust Company $129,535,000 15.0% Bank of Toyko - Mitsubishi Trust Company $80,000,000 9.2% Chase Manhattan Bank $150,000,000 17.4% Northern Trust Company $53,144,000 6.1% SSB - Custodian $97,618,000 11.3% 5 Principal Amount Name of Certificates Percent of Class - ---- ---------------- ---------------- Class B Series 1996-1 6.95% Asset Backed Certificates: Chase Manhattan Bank $58,000,000 96.7% Class A Series 1997-1 6.40% Asset Backed Certificates: Bankers Trust Company $92,215,000 10.7% Boston Safe Deposit & Trust Co. $70,386,000 8.1% Chase Manhattan Bank $204,910,000 23.7% Chase Manhattan Bank/ Chemical $75,250,000 8.7% Citibank, N.A. $55,325,000 6.4% Northern Trust Company $47,850,000 5.5% SSB - Custodian $127,545,000 14.7% Class B Series 1997-1 6.55% Asset Backed Certificates: Bank of New York $14,000,000 23.3% Chase Manhattan Bank $33,100,000 55.2% Chase Manhattan Bank/ Chemical $4,000,000 6.7% Morgan Stanley & Co. Inc. $5,000,000 8.3%
The address of each of the above participants is: c/o The Depository Trust Company 55 Water Street New York, New York 10041 (b) Not applicable. (c) Not applicable. 6 Item 13. Certain Relationships and Related Transactions. The Bank of New York acts as Trustee under the Agreement. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Financial Statements: 1. Annual Servicing Statement Delivered to the Trustee (filed as Exhibit 99.1). 2. Annual Accountant's Report of Ernst & Young LLP (filed as Exhibit 99.2). 3. Annual Report containing Aggregate Information for the Fiscal Year (filed as Exhibit 99.3). (b) Reports on Form 8-K: The Trust has filed the following reports on Form 8-K for the monthly due periods occurring since December 27, 1996. 1. Form 8-K, dated February 18, 1997, attaching the Monthly Servicer's Certificate for the due period December 27, 1996 to January 25, 1997. 2. Form 8-K, dated March 17, 1997, attaching the Monthly Servicer's Certificate for the due period January 26, 1997 through February 24, 1997. 3. Form 8-K, dated April 15, 1997, attaching the Monthly Servicer's Certificate for the due period February 25, 1997 through March 26, 1997. 4. Form 8-K, dated May 15, 1997, attaching the Monthly Servicer's Certificate for the due period March 27, 1997 through April 25, 1997. 5. Form 8-K, dated June 13, 1997, attaching the Monthly Servicer's Certificate for the due period April 26, 1997 through May 25, 1997. 6. Form 8-K, dated July 15, 1997, attaching the Monthly Servicer's Certificate for the due period May 26, 1997 through June 25, 1997. 7. Form 8-K, dated August 15, 1997, attaching the Monthly Servicer's Certificate for the due period June 26, 1997 through July 25, 1997. 7 8. Form 8-K, dated September 11, 1997, attaching the Monthly Servicer's Certificate for the due period July 26, 1997 through August 25, 1997. 9. Form 8-K, dated October 14, 1997, attaching the Monthly Servicer's Certificate for the due period August 26, 1997 through September 25, 1997. 10. Form 8-K, dated November 17, 1997, attaching the Monthly Servicer's Certificate for the due period September 26, 1997 through October 25, 1997. 11. Form 8-K, dated December 15, 1997, attaching the Monthly Servicer's Certificate for the due period October 26, 1997 through November 24, 1997. 12. Form 8-K, dated January 15, 1998, attaching the Monthly Servicer's Certificate for the due period November 25, 1997 through December 25, 1997. 13. Form 8-K, dated February 19, 1998, attaching the Monthly Servicer's Certificate for the due period December 26, 1997 through January 25, 1998. 14. Form 8-K, dated March 16, 1998, attaching the Monthly Servicer's Certificate for the due period January 26, 1998 through February 24, 1998. (c) Exhibits: 4.1 Pooling and Servicing Agreement dated as of May 16, 1996 (incorporated by reference to Exhibit 4.1 of Form 8-A filed by registrant on May 30, 1996, File No. 000-20787). 4.2 Series 1996-1 Supplement to the Pooling and Servicing Agreement dated as of May 16, 1996 (incorporated by reference to Exhibit 4.2 of Form 8-A filed by registrant on May 30, 1996, File No. 000-20787). 4.3 Supplemental Assumption Agreement dated as of June 27, 1996 between American Express Centurion Bank, as Assignor, and American Express Deposit Corporation, as Assignee, with respect to the Pooling and Servicing Agreement Governing the American Express Credit Account Master Trust (incorporated by reference to Exhibit 4.3 of Form 8-K filed by registrant on July 16, 1996, File No. 000-20787). 4.4 Series 1997-1 Supplement to the Pooling and Servicing Agreement dated as of August 28, 1997 (incorporated by reference to Exhibit 4.2 of Form 8A-12G dated September 16, 1997, File Nos. 000-20787-01 and 000-20787-00). 8 4.5 Assignment No. 1 of Receivables in Additional Accounts dated as of August 7, 1997, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K dated August 15, 1997, File Nos. 000-20787-01 and 000-20787-00). 4.6 Supplemental Conveyance No. 1 dated as of August 7, 1997 by and between American Express Credit Corporation as seller and American Express Receivables Financing Corporation II as purchaser (incorporated by reference to Exhibit 20.3 of Form 8-K dated August 15, 1997 (File Nos. 000-20787-01 and 000-20787-00). 10.1 Form of RFC II Purchase Agreement (incorporated by reference to Exhibit 10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No. 33-95784). 24.1 Power of Attorney for American Express Centurion Bank. 24.2 Power of Attorney for American Express Receivables Financing Corporation II. 99.1 Annual Servicing Statement Delivered to the Trustee. 99.2 Annual Accountant's Report of Ernst & Young LLP. 99.3 Annual Report Containing Aggregated Information for the Fiscal Year. 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST AMERICAN EXPRESS CENTURION BANK, Co-originator of the Trust and Registrant By: /s/Rhonda Halpern ______________________ Rhonda Halpern Chief Financial Officer, Treasurer and Chief Compliance Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated. Signature Title ________________________ Phillip J. Riese Director and Chairman of the Board * _______________________ Frank L. Skillern Director and Chief Executive Officer * ________________________ David E. Poulsen Director, President and Chief Credit Officer * ________________________ Gilbert E. Ahye Director ________________________ Maria J. Garciaz Director * ________________________ Ash Gupta Director * ________________________ Peter A. Lefferts Director * ________________________ John J. P. McDonnell Director ________________________ Raymond F. Pettit Director ________________________ Roslyn M. Watson Director ________________________ Jim F. Welch Director *By: /s/Rhonda Halpern _________________ Rhonda Halpern Attorney-in-Fact Dated: March 26, 1998 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II Co-originator of the Trust and Registrant By: /s/Leslie R. Scharfstein ______________________ Leslie R. Scharfstein President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated. Signature Title * ________________________ John D. Koslow Director * ________________________ Donald J. Puglisi Director * ________________________ Jay B. Stevelman Director * ________________________ Leslie R. Scharfstein President (Principal Executive Officer) * ________________________ Ellen J. Casey Vice President and Treasurer (Principal Finance Officer and Principal Accounting Officer) *By: /s/Leslie R. Scharfstein _________________ Leslie R. Scharfstein Attorney-in-Fact Dated: March 26, 1998 11 EXHIBIT INDEX The following exhibits are filed as part of this Annual Report or, where indicated, were heretofore filed and are hereby incorporated by reference (*indicates exhibits electronically filed herewith). Description 4.1 Pooling and Servicing Agreement dated as of May 16, 1996 (incorporated by reference to Exhibit 4.1 of Form 8-A filed by registrant on May 30, 1996, File No. 000-20787). 4.2 Series 1996-1 Supplement to the Pooling and Servicing Agreement dated as of May 16, 1996 (incorporated by reference to Exhibit 4.2 of Form 8-A filed by registrant on May 30, 1996, file No. 000-20787). 4.3 Supplemental Assumption Agreement dated as of June 27, 1996 between American Express Centurion Bank, as Assignor, and American Express Deposit Corporation, as Assignee, with respect to the Pooling and Servicing Agreement Governing the American Express Credit Account Master Trust (incorporated by reference to Exhibit 4.3 of Form 8-K filed by registrant on July 16, 1996, File No. 000-20787). 4.4 Series 1997-1 Supplement to the Pooling and Servicing Agreement dated as of August 28, 1997 (incorporated by reference to Exhibit 4.2 of Form 8A-12G dated September 16, 1997, File Nos. 000-20787-01 and 000-20787-00). 4.5 Assignment No. 1 of Receivables in Additional Accounts dated as of August 7, 1997, by and among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K dated August 15, 1997, File Nos. 000-20787-01 and 000-20787-00). 4.6 Supplemental Conveyance No. 1 dated as of August 7, 1997 by and between American Express Credit Corporation as seller and American Express Receivables Financing Corporation II as purchaser (incorporated by reference to Exhibit 20.3 of Form 8-K dated August 15, 1997, File Nos. 000-20787-01 and 000-20787-00). 10.1 Form of RFC II Purchase Agreement (incorporated by reference to Exhibit 10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No. 33-95784). 24.1* Power of Attorney for American Express Centurion Bank. 24.2* Power of Attorney for American Express Receivables Financing Corporation II. 99.1* Annual Servicing Statement Delivered to the Trustee. 99.2* Annual Accountant's Report of Ernst & Young LLP. 99.3* Annual Servicing Statement Delivered to the Trustee. 12 EX-24 2 EXHIBIT 24.1 AMERICAN EXPRESS CENTURION BANK POWER OF ATTORNEY American Express Centurion Bank, a Utah corporation (the "Company"), and each of the undersigned officers and directors of the Company, hereby constitute and appoint Robert D. Kraus, Stephen P. Norman, Gilbert E. Ahye and Rhonda Halpern, jointly and severally, with full power of substitution and revocation, their true and lawful attorneys-in-fact and agents, for them and on their behalf and in their respective names, places and steads, in any and all capacities, to sign, execute and affix their respective seals thereto and file any of the documents referred to below relating to the American Express Credit Account Master Trust; all filings and reports required under the Securities Exchange Act of 1934, including Current Reports on Form 8-K and Annual Reports on Form 10-K, including any amendments thereto, on behalf of the Company, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as they might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in counterparts. IN WITNESS WHEREOF, American Express Centurion Bank has caused this Power of Attorney to be executed in its name by its Chief Executive Officer and attested by its Secretary, and the undersigned officers and directors have hereunto set their hand as of the 26th day of March 1998. AMERICAN EXPRESS CENTURION BANK By: /s/Frank L. Skillern __________________________ Frank L. Skillern Chief Executive Officer ATTEST: /s/ Robert D. Kraus ________________________ Robert D. Kraus Assistant Secretary ________________________ Phillip J. Riese Director and Chairman of the Board /s/ Frank L. Skillern _______________________ Frank L. Skillern Director and Chief Executive Officer /s/ David E. Poulsen ________________________ David E. Poulsen Director, President and Chief Credit Officer /s/ Gilbert E. Ahye ________________________ Gilbert E. Ahye Director ________________________ Maria J. Garciaz Director /s/ Ash Gupta ________________________ Ash Gupta Director /s/ Peter A. Lefferts ________________________ Peter A. Lefferts Director /s/ John J. P. McDonnell ________________________ John J. P. McDonnell Director ________________________ Raymond F. Pettit Director ________________________ Roslyn M. Watson Director ________________________ Jim F. Welch Director EXHIBIT 24.2 AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II POWER OF ATTORNEY American Express Receivables Financing Corporation II, a Delaware corporation (the "Company"), and each of the undersigned officers and directors of the Company, hereby constitute and appoint Jay B. Stevelman, John D. Koslow, Leslie R. Scharfstein and Stephen P. Norman, jointly and severally, with full power of substitution and revocation, their true and lawful attorneys-in-fact and agents, for them and on their behalf and in their respective names, places and steads, in any and all capacities, to sign, execute and affix their respective seals thereto and file any of the documents referred to below relating to the American Express Credit Account Master Trust; all filings and reports required under the Securities Exchange Act of 1934 including Current Reports on Form 8-K and Annual Reports on Form 10-K, including any amendments thereto, on behalf of the Company, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as they might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in counterparts. IN WITNESS WHEREOF, American Express Receivables Financing Corporation II has caused this Power of Attorney to be executed in its name by its President and its corporate seal to be affixed and attested by its Secretary, and the undersigned officers and directors have hereunto set their hand as of the 26th day of March 1998. AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II By: /s/Leslie R. Scharfstein ______________________ Leslie R. Scharfstein President ATTEST: /s/ Michael Kuchs ____________________________ Michael Kuchs Secretary /s/ John D. Koslow ____________________________ John D. Koslow Director /s/ Jay B. Stevelman ____________________________ Jay B. Stevelman Director /s/ Donald J. Puglisi ____________________________ Donald J. Puglisi Director /s/ Leslie R. Scharfstein ____________________________ Leslie R. Scharfstein President (Principal Executive Officer) /s/ Ellen J. Casey ____________________________ Ellen J. Casey Vice President and Treasurer (Principal Finance Officer and Principal Accounting Officer) EX-99 3 EXHIBIT 99.1 ANNUAL SERVICER'S CERTIFICATE AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. - ----------------------------------------------------------------- AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST - ----------------------------------------------------------------- The undersigned, a duly authorized representative of American Express Travel Related Services Company, Inc., as Servicer ("TRS"), pursuant to the Pooling and Servicing Agreement dated as of May 16, 1996, (as amended and supplemented, the "Agreement"), among American Express Centurion Bank, a Utah banking institution, and American Express Receivables Financing Corporation II, each as Transferor, TRS, and The Bank of New York, as trustee (the "Trustee"), does hereby certify that: 1. TRS is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the calendar year ended December 31, 1997 and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such calendar year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the calendar year ended December 31, 1997, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedv each such default, and (iii) the current status of each such default: NONE. IN WITNESS WHEREOF, the undersigned, has dulv executed this Certificate this 19th day of March, 1998. AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., as Servicer By: /s/ Lawrence Fazzari _____________________________ Name: Lawrence Fazzari Title: Vice President - Business Results PAGE EXHIBIT 99.2 REPORT OF INDEPENDENT ACCOUNTANTS American Express Travel Related Services Company, Inc. World Financial Center 200 Vesey Street New York, New York 10285 American Express Centurion Bank 6985 Union Park Center, Suite 235 Midvale, UT 84047 American Express Receivables Financing Corporation II World Financial Center 200 Vesey Street New York, New York 10285 and The Bank of New York 101 Barclay Street, Floor 12E New York, New York 10286 We have examined management's assertion that American Express Travel Related Services Company, Inc. ("TRS"), a wholly owned subsidiary of American Express Company ("American Express"), maintained internal control policies and procedures over the functions performed as Servicer of the American Express Credit Account Master Trust (the "Trust") that are effective, as of December 31, 1997, in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Master Pooling and Servicing Agreement dated as of May 16, 1996, as supplemented by the Series' 1996-1 and 1997-1 Supplements (together the "Agreements"), between TRS as Servicer, American Express Centurion Bank ("Centurion") and American Express Receivables Financing Corporation II ("RFCII"), as Transferors, and The Bank of New York, as Trustee, on behalf of the certificateholders of the Trust, and are recorded properly to permit the preparation of the required financial reports. This assertion is included in the accompanying report of management titled, "Report of Management on Credit Account Master Trust Internal Control Policies and Procedures and Pooling and Servicing Agreement Compliance" (the "Report"). Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants, and accordingly, included obtaining an understanding of the internal control policies and procedures over the functions performed by TRS as Servicer of the Trust, testing and evaluating the design and operating effectiveness of the policies and procedures, and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any internal control policy and procedure, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the internal control policies and procedures over the functions performed by TRS as Servicer of the Trust to future periods are subject to the risk that the policies and procedures may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assertion that TRS maintained internal control policies and procedures over the functions performed as Servicer of the Trust that are effective, as of December 31, 1997, in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreements between TRS, as Servicer, Centurion and RFCII, as Transferors, and The Bank of New York, as Trustee, on behalf of the certificateholders of the Trust, and are recorded properly to permit the preparation of the required financial reports, is fairly stated, in all material respects, based upon the criteria specified in the Report. This report is intended solely for the information and use of the Board of Directors and management of TRS as Servicer, Centurion and RFCII as Transferors, and The Bank of New York as Trustee. However, this report is a matter of public record, as a result of inclusion as an exhibit to the Annual Report to Shareholders on Form 10-K filed by RFCII on behalf of the Trust, and its distribution is not limited. /s/ Ernst & Young LLP March 20, 1998 REPORT OF MANAGEMENT ON CREDIT ACCOUNT MASTER TRUST INTERNAL CONTROL POLICIES AND PROCEDURES AND POOLING AND SERVICING AGREEMENT COMPLIANCE Internal Control Policies and Procedures - ---------------------------------------- American Express Travel Related Services Company, Inc. ("TRS") which is a wholly owned subsidiary of American Express Company, is responsible for establishing and maintaining effective internal control policies and procedures over the functions performed as Servicer of the American Express Credit Account Master Trust (the "Trust"). These policies and procedures are designed to provide reasonable assurance to TRS' management and Board of Directors that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in conformity with the Master Pooling and Servicing Agreement dated as of May 16, 1996 as supplemented by the Series 1996-1 and 1997-1 Supplements (together the "Agreements"), between TRS as Servicer, American Express Centurion Bank ("Centurion") and American Express Receivables Financing Corporation II ("RFCII"), as Transferors, and The Bank of New York, as Trustee, on behalf of the certificateholders of the Trust and are recorded properly to permit the preparation of the required financial reports. There are inherent limitations in any internal control policy and procedure, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control policies and procedures can provide only reasonable assurance with respect to the achievement of any objectives of internal control. Further, because of changes in conditions, the effectiveness of the internal control policies and procedures may vary over time. TRS has determined that the objectives of its internal control policies and procedures, with respect to servicing and reporting of transferred loans, are to provide reasonable, but not absolute assurance that: - - Funds collected are appropriately allocated to the Trust in accordance with the Agreements. - - The addition of accounts to the Trust are authorized in accordance with the Agreements. - - The removal of accounts from the Trust are authorized in accordance with the Agreements. - - Trust assets amortizing out of the Trust are calculated in accordance with the Agreements. - - Daily records as specified in the Agreements are maintained and are available for inspection by the Trustee upon request. - - Monthly servicer's certificates are prepared and contain the required information in accordance with the Agreements. - - Monthly servicer's certificates generated pursuant to the Agreements are materially correct and are derived from and reconcile to the computer reports which are the source of such amounts contained in the reports. - - The Servicer delivered the Annual Servicer's Certificate to the Trustee. - - The payments to the Trustee are made by the Servicer in accordance with the Agreements. TRS has assessed its internal control policies and procedures over the functions performed as Servicer of the Trust in relation to these criteria. Based upon this assessment, TRS maintained that, as of December 31, 1997, its internal control policies and procedures over the functions performed as Servicer of the Trust are effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and the transactions are executed in accordance with management's authorization in conformity with the Agreements between TRS, as Servicer, Centurion and RFCII, as Transferors, and The Bank of New York, as Trustee, and are recorded properly to permit the preparation of the required financial reports. Pooling and Servicing Agreement Compliance - ------------------------------------------ TRS is responsible for complying with the Agreements. TRS assessed its compliance, as of December 31, 1997 and for the compliance period then ended, with the relevant covenants and conditions identified in the Agreements. Based upon this assessment and the delivery of the independent accountant's letters pursuant to Section 3.06 (a) and (b) of the Agreements, TRS was in compliance, as of December 31, 1997 and for the compliance period then ended, with the relevant covenants and conditions identified in the Agreements. In addition, TRS did not identify any instances of noncompliance in performing the assessment. March 20, 1998 American Express Travel Related Services Company, Inc. by: /s/ John McDonnell ---------------------------- John McDonnell Chief Financial Officer /s/ Lawrence Fazzari ----------------------------- Lawrence Fazzari Vice President, Business Results /s/ Robin Flanagan ------------------------------ Robin Flanagan Manager, Business Results EXHIBIT 99.3 SERVICER'S CERTIFICATE AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. -------------------------------------------- ANNUAL STATEMENT AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST SERIES 1996-1 & 1997-1 FOR THE PERIOD DECEMBER 27, 1996 THROUGH DECEMBER 25, 1997 -------------------------------------------- The undersigned, a duly authorized representative of American Express Travel Related Services Company, Inc., as Servicer ("TRS"), pursuant to the Pooling and Servicing Agreement, dated as of May 16, 1996 (as amended and supplemented, the "Agreement"), as supplemented by the Series 1996-1 and 1997-1 Supplements (the "Series Supplements"), among TRS, as Servicer, American Express Centurion Bank and American Express Receivables Financing Corporation II, as Transferors, and The Bank of New York, as Trustee, does hereby certify as follows: 1. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement or the Series Supplements, as applicable. 2. TRS is, as of the date hereof, the Servicer under the Agreement. 3. The undersigned is a Servicing Officer. 4. This Annual Statement is delivered pursuant to sections 5.02(d) of the Series Supplements and contains information with respect to the Trust aggregated for the period December 27, 1996 through December 25, 1997 (the end of the last monthly period of the Trust in 1997.) IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this 27th day of January, 1998. AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., as Servicer By: /s/ Lawrence Fazzari -------------------------------- Name: Lawrence Fazzari Title: Vice President Business Results
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 27,1996 THROUGH DECEMBER 25,1997 I. Trust Activity - ------------------------------------------------------------------------------------------------------------- A. Aggregated Trust Activity - ---------------------------- Balances at December 27, 1996 Principal Receivable Balance 1,731,929,382 Special Funding Account Balance 0 Total Principal Balance 1,731,929,382 Aggregate Finance Charge Collections 468,964,080 (excluding Discount Option & Recoveries) Discount Percentage 2.00% Discount Option Receivables Collections 53,131,672 Premium Option Receivables Collections 0 Recoveries 27,405,071 Total Collections of Finance Charge Receivables 549,500,823 Total Collections of Principal Receivables 2,603,451,945 Defaulted amount 183,109,784 Account Addition 2,221,284,748 New Principal Receivables 2,778,633,746 Balances at December 25, 1997 Principal Receivables Balance 3,945,286,148 Required Minimum Principal Balance 2,140,000,000 Transferor Amount 1,945,286,148 Special Funding Account Balance 0 Total Principal Balance 3,945,286,148 B. Series Allocations Series 1996-1 Series 1997-1 Trust Total - --------------------- ------------- ------------- ----------- Group Number 1 1 Invested Amount 1,000,000,000 1,000,000,000 2,000,000,000 Adjusted Invested Amount 1,000,000,000 1,000,000,000 2,000,000,000 Principal Funding Account Balance 0 0 0 Series Allocation Percentage at 12/25/97 50.00% 50.00% 100.00% Series Alloc. Finance Charge Collections 410,492,510 139,008,314 549,500,823 Series Allocable Recoveries 20,076,759 7,328,312 27,405,071 Series Alloc. Principal Collections 1,976,243,173 627,208,771 2,603,451,945 Shared Principal Collections N/A N/A Series Allocable Defaulted Amount 138,360,316 44,749,468 183,109,784 C. Group I Allocations Series 1996-1 Series 1997-1 Group I Total - ---------------------- ------------- ------------- ------------- Investor Finance Charge Collections 210,029,784 71.815,536 281,845,320 Investor Monthly Interest 67,570,562 24,504,437 92,074,999 Investor Default Amount 71,114,940 23,120,201 94,235,141 Investor Service Fees 20,000,000 6,888,889 26,888,889 Investor Additional Amounts 0 0 0 Total 158,685,502 54,513,527 213,199,029 Reallocated Investor Finance Charge Collections N/A N/A N/A Available Excess 51,344,282 17,302,009 68,646,291
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ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 27. 1996 THROUGH DECEMBER 25,1997 II. Series 1996-1 Certificates - ------------------------------------------------------------------------------------------------------------- Series Total Investor Transferors A. Aggregate Investor/Transferor Allocations Allocations Interest Interest - -------------------------------------------- ----------- -------- -------- Invested/Transferor Amount at 12/27/96 1,731,929,382 1,000,000,000 731,929,382 Adjusted Invested Amount at 12/27/96 N/A 1,000,000,000 N/A Collections of Finance Chg. Receivables 410,492,510 210,029,784 200,462,726 Collections of Principal Receivables 1,976,243,173 1,020,232,287 956,010,886 Defaulted Amount 138,360,316 71,114,940 67,245,376 Invested/Transferor Amount at 12/25/97 1,972,643,084 1,000,000,000 972,643,084 Collateral B. Monthly Period Funding Requirements Class A Class B Interest Total - -------------------------------------- ------- ------- -------- ----- Monthly Interest 58,820,000 4,170,000 4,580,562 67,570,562 Investor Default Amount 61,514.423 4,266,896 5,333,620 71,114,940 Investor Monthly Fees 17,300,000 1,200,000 1,500,000 20,000,000 Investor Additional Amounts 0 0 0 0 Total 137,634,423 9,636,896 11,414,183 158,685,502 Reallocated Investor Finance Charge Collections N/A Collateral C. Certificates - Balances and Distributions Class A Class B Interest Total - -------------------------------------------- ------- ------- -------- ----- Certificates Balance at 12/27/96 865,000,000 60,000,000 75,000,000 1,000,000,000 Interest Distributions 58,820,000 4,170,000 4,580,562 67,570,562 Principal Deposits - Prin. Funding Account 0 0 0 0 Principal Distributions 0 0 0 0 Total Distributions 58,820,000 4,170,000 4,580,562 67,570,562 Certificates Balance at 12/25/97 865,000,000 60,000,000 75,000,000 1,000,000,000
-3- D. Aggregate Distributions in respect of the Class A Certificates per $1,OO0 original certificate principal amount. 1. Total $ 68.00 2. Amount in respect of Class A Monthly Interest $ 68.00 3. Amount in respect of Class A Outstanding Monthly Interest $ 0.00 4. Amount in respect of Class A Additional Interest $ 0.00 5. Amount in respect of Class A Principal $ 0.00 E. Aggregate Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs. 1. Total amount of Class A Investor Charge-Offs: $ 0.00 2. Amount of Class A Investor Charge- Offs per $1,000 original certificate principal amount: $ 0.00 3. Total amount reimbursed in respect of Class A Investor Charge-Offs: $ 0.00 4. Amount reimbursed in respect of Class A Investor Charge-Offs per $1,000 original certificate principal amount: $ 0.00 F. Aggregate Distributions in respect of the Class B Certificates, per $1,000 original certificate principal amount. 1. Total $ 69.50 2. Amount in respect of Class B Monthly Interest $ 69.50 3. Amount in respect of Class B Outstanding Monthly Interest $ 0.00 4. Amount in respect of Class B Additional Interest $ 0.00 5. Amount in respect of Class B Principal $ 0.00 G. Reductions in Class B Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Class B Invested amount as of December 25, 1997. 1. The amount of reductions in Class 3 Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Class B Invested Amount: $ 0.00 -4- 2. The amount of reductions of the Class B Invested Amount set forth in paragraph 1 above, per S1,OOO original certificate principal amount: $ 0.00 3. The total amount reimbursed in respect of such reductions in the Class B Invested Amount: $ 0.00 4. The amount set forth in paragraph 3 above, per $1,000 original certificate principal amount: $ 0.00 H. Aggregate Distributions to the Collateral Interest Holder. 1. Total amount distributed to the Collateral Interest Holder: $4,580,562.32 2. Amount distributed in respect of Collateral Monthly Interest: $4,580,562.32 3. Amount distributed in respect of Collateral Additional Interest: $ 0.00 4. The amount distributed to the Collateral Interest Holder in respect of principal on the Collateral Invested Amount: $ 0.00 I. Amount of reductions in Collateral Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Collateral Invested Amount as of December 25, 1997. 1. The amount of reductions in the Collateral Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Collateral Invested Amount: $ 0.00 2. The total amount reimbursed in respect of such reductions in the Collateral Invested Amount: $ 0.00 J. Aggregate Reallocated Principal Collections. 1. Reallocated Principal Collections Required to fund the Required Amount: $ 0.00 2. Shared Principal Collections from other Series allocated to Series 1996-1: N/A K. Aggregate Available Principal Collections treated as Shared Principal Collections: $ 0.00 L. Amount of Series Enhancement drawn upon and allocated to Series 1996-1: $ 0.00 -5-
ACTIVITY AGGREGATE FOR THE PERIOD DECEMBER 27, 1996 THROUGH DECEMBER 25, 1997 III. Series 1997-1 Certificates - ------------------------------------------------------------------------------------------------------------- Series Total Investor Transferors A. Aggregate Investor/Transferor Allocations Allocations Interest Interest - -------------------------------------------- ----------- -------- -------- Invested/Transferor Amount at 08/28/97 1,936,961,975 1,000,000,000 936,961,975 Adjusted Invested Amount at 12/25/97 N/A 1,000,000,000 N/A Collections of Finance Chg. Receivables 139,008,314 71,815,536 67,192,778 Collections of Principal Receivables 627,208,771 324,045,615 303,163,157 Defaulted Amount 44,749,468 23,120,201 21,629,267 Invested/Transferor Amounts at 12/25/97 1,972,643,084 1,000,000,000 972,643,084 Collateral B. Monthly Period Funding Requirements Class A Class B Interest Total - ------------------------------------- ------- ------- -------- ----- Monthly Interest 21,221,333 1,506,500 1,776,603 24,504,437 Investor Default Amount 19,998,974 1,387,212 1,734,015 23,120,201 Investor Monthly Fees 5,958,889 413,333 516,667 6,888,889 Investor Additional Amounts 0 0 0 0 Total 47.179,197 3,307,045 4,027,285 54,513,527 Reallocated Investor Finance Charge Collections N/A Collateral C. Certificates - Balances and Distributions Class A Class B Interest Total - -------------------------------------------- ------- ------- -------- ----- Certificates Balance at Issuance 865,000,000 60,000,000 75,000,000 1,000,000,000 Interest Distributions 21,221,333 1,506,500 1,776,603 24,504,437 Principal Deposits - Prin. Funding Account 0 0 0 0 Principal Distributions 0 0 0 0 Total Distributions 21,221,333 1,506,500 1,776,603 24,504,437 Certificates Balance at 12/25/97 865,000,000 60,000,000 75,000,000 1,000,000,000
-6- D. Aggregate Distributions in respect of the Class A Certificates per $1,000 original certificate principal amount. 1. Total $ 24.53 2. Amount in respect of Class A Monthly Interest $ 24.53 3. Amount in respect of Class A Outstanding Monthly Interest $ 0.00 4. Amount in respect of Class A Additional Interest $ 0.00 5. Amount in respect of Class A Principal $ 0.00 E. Aggregate Class A Investor Charge-Offs and Reimbursement of Class A Investor Charge-Offs. 1. Total amount of Class A Investor Charge-Offs: $ 0.00 2. Amount of Class A Investor Charge- Offs per $1,000 original certificate principal amount: $ 0.00 3. Total amount reimbursed in respect of Class A Investor Charge-Offs: $ 0.00 4. Amount reimbursed in respect of Class A Investor Charge-Offs per $1,000 original certificate principal amount: $ 0.00 F. Aggregate Distributions in respect of the Class B Certificates, per $1,000 original certificate principal amount. 1. Total $ 25.11 2. Amount in respect of Class B Monthly Interest $ 25.11 3. Amount in respect of Class B Outstanding Monthly Interest $ 0.00 4. Amount in respect of Class B Additional Interest $ 0.00 5. Amount in respect of Class B Principal $ 0.00 G. Reductions in Class B Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Class B Invested Amount as of December 25, 1997. 1. The amount of reductions in Class B Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Class B Invested Amount: $ 0.00 -7- 2. The amount of reductions in the Class B Invested Amount set forth in paragraph 1 above, per $1,000 original certificate principal amount: $ 0.00 3. The total amount reimbursed in respect of such reductions in the Class B Invested Amount: $ 0.00 4. The amount set forth in paragraph 3 above, per $1,000 original certificate principal amount: $ 0.00 H. Aggregate Distributions to the Collateral Interest Holder. 1. Total amount distributed to the Collateral Interest Holder: $1,776,603.27 2. Amount distributed in respect of Collateral Monthly Interest: $1,776,603.27 3. Amount distributed in respect of Collateral Additional Interest: $ 0.00 4. The amount distributed to the Collateral Interest Holder in respect of principal on the Collateral Invested Amount: $ 0.00 I. Amount of reductions in Collateral Invested Amount pursuant to clauses (c), (d) and (e) of the definition Collateral Invested Amount as of December 25, 1997. 1. The amount of reductions in the Collateral Invested Amount pursuant to clauses (c), (d), and (e) of the definition of Collateral Invested Amount: $ 0.00 2. The total amount reimbursed in respect of such reductions in the Collateral Invested Amount: $ 0.00 J. Aggregate Reallocated Principal Collections. 1. Reallocated Principal Collections Required to fund the Required Amount: $ 0.00 2. Shared Principal Collections from other Series allocated to Series 1997-1: N/A K. Aggregate Available Principal- Collections treated as Shared Principal Collections: $ 0.00 L. Amount of Series Enhancement drawn upon and allocated to Series 1997-1: $ 0.00 -8- -----END PRIVACY-ENHANCED MESSAGE-----