þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For Transition period _________ |
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II |
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC |
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC |
AMERICAN EXPRESS CENTURION BANK | AMERICAN EXPRESS BANK, FSB |
New York | Not Applicable | |
(State or other Jurisdiction of Incorporation or Organization of the Issuing Entity) |
(I.R.S. Employer Identification Number of the Issuing Entity) |
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c/o The Bank of New York Mellon | 10286 | |
Corporate Trust 101 Barclay Street, New York, New York (Address of the Principal Executive Offices of the Issuing Entity) |
(Zip Code of the Issuing Entity) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Item 1. | Business. |
Item 1A. | Risk Factors. |
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
Item 5. | Market for Registrants Common Equity and Related Stockholder Matters. |
Item 6. | Selected Financial Data. |
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures. |
Item 9B. | Other Information. |
Item 10. | Directors and Executive Officers of the Registrants. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management. |
Item 13. | Certain Relationships and Related Transactions. |
Item 14. | Principal Accountant Fees and Services. |
Item 15. | Exhibits, Financial Statement Schedules, and Reports on Form 8-K. |
(a)
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(1) | Not applicable. | ||||||
(2) | Not applicable. | |||||||
(3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | |||||||
(b) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. | |||||||
(c) | Not applicable. |
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST |
||||
By: | AMERICAN EXPRESS RECEIVABLES | |||
FINANCING CORPORATION II, Depositor |
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By: | /s/ Anderson Y. Lee | |||
Name: | Anderson Y. Lee | |||
Title: | President (senior officer in charge of securitization) |
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By: | AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC, Depositor |
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By: | /s/ Kevin L. Thompson | |||
Name: | Kevin L. Thompson | |||
Title: | President (senior officer in charge of securitization) |
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By: | AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC, Depositor |
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By: | /s/ Denise D. Roberts | |||
Name: | Denise D. Roberts | |||
Title: | President (senior officer in charge of securitization) |
3.1
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Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 3.1 to Registration No. 333-113579-02). | |
3.2
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Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 3.2 to Registration No. 333-113579-01). | |
4.1
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American Express Credit Account Master Trust Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated as of January 1, 2006, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Receivables Financing Corporation II, as transferors, American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York, as trustee and securities intermediary (incorporated by reference to Exhibit 4.1 of Form 10-K, dated March 13, 2006, File No. 000-20787-07). | |
4.2
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First Amendment to the Pooling and Servicing Agreement, dated December 17, 2007 (incorporated by reference to Exhibit 99.01 of Form 8-K, dated December 17, 2007, File No. 333-113579-02). | |
4.3
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Second Amendment to the Pooling and Servicing Agreement, dated October 24, 2008 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated October 24, 2008, File No. 333-113579-02). | |
4.4
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Third Amendment to the Pooling and Servicing Agreement, dated February 24, 2009 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 26, 2009, File No. 333-113579-02). | |
4.5
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Fourth Amendment to the Pooling and Servicing Agreement, dated October 7, 2010 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated October 7, 2010, File No. 333-130508). | |
4.6
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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. 000-207807-07). | |
4.7
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Form of American Express Receivables Financing Corporation II Purchase Agreement (incorporated by reference to Exhibit 10.1 of Form S-3, filed March 6, 1996, File No. 33-95784). | |
4.8
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Receivables Purchase Agreement, dated April 16, 2004, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.3 of Form 8-K, dated April 16, 2004, File No. 000-207807-07). | |
4.9
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First Amendment to the Receivables Purchase Agreement, dated October 24, 2008, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.2 of Form 8-K, |
dated October 24, 2008, File No. 000-20787-07). | ||
4.10
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Second Amendment to the Receivables Purchase Agreement, dated February 24, 2009, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.2 of Form 8-K, dated February 26, 2009, File No. 000-20787-07). | |
4.11
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Third Amendment to the Receivables Purchase Agreement, dated October 7, 2010, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.2 of Form 8-K, dated October 7, 2010, File No. 333-113579). | |
4.12
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Receivables Purchase Agreement, dated April 16, 2004, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.4 of Form 8-K, dated April 16, 2004, File No. 000-207807-07). | |
4.13
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First Amendment to the Receivables Purchase Agreement, dated October 24, 2008, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.3 of Form 8-K, dated October 24, 2008, File No. 000-20787-07). | |
4.14
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Second Amendment to the Receivables Purchase Agreement, dated February 24, 2009, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.3 of Form 8-K, dated February 26, 2009, File No. 000-20787-07). | |
4.15
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Third Amendment to the Receivables Purchase Agreement, dated October 7, 2010, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.3 of Form 8-K, dated October 7, 2010, File No. 000-20787-07). | |
4.16
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Series 2004-2 Supplement, dated June 2, 2004, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of June 2, 2004, File No. 000-207807-07). | |
4.17
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Series 2005-2 Supplement, dated March 24, 2005, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of March 24, 2005, File No. 000-207807-07). | |
4.18
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Series 2005-4 Supplement, dated June 17, 2005, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of June 17, 2005, File No. 000-207807-07). | |
4.19
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Series 2005-7 Supplement, dated August 18, 2005, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of August 18, 2005, File No. 000-207807-07). | |
4.20
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Series 2006-1 Supplement, dated June 14, 2006, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of June 14, 2006, File No. 000-207807-07). |
4.21
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Series 2006-2 Supplement, dated June 14, 2006, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of June 14, 2006, File No. 000-207807-07). | |
4.22
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Series 2006-3 Supplement, dated August 15, 2006, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of August 15, 2006, File No. 333-113579-02). | |
4.23
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Series 2007-1 Supplement, dated February 14, 2007, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of February 14, 2007, File No. 333-113579-02). | |
4.24
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Series 2007-2 Supplement, dated February 14, 2007, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of February 14, 2007, File No. 333-113579-02). | |
4.25
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Series 2007-5 Supplement, dated May 17, 2007, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of May 17, 2007, File No. 333-113579-02). | |
4.26
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Series 2007-7 Supplement, dated July 24, 2007, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of July 24, 2007, File No. 333-113579-02). | |
4.27
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Series 2007-8 Supplement, dated October 15, 2007, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of October 15, 2007, File No. 333-113579-02). | |
4.28
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Series 2008-2 Supplement, dated February 22, 2008, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of February 22, 2008, File No. 333-113579-02). | |
4.29
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Series 2008-4 Supplement, dated as of April 17, 2008, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of April 17, 2008, File No. 333-113579-02). | |
4.30
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Series 2008-5 Supplement, dated as of June 12, 2008, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of June 12, 2008, File No. 333-113579-02). | |
4.31
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Series 2008-6 Supplement, dated as of July 24, 2008, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of July 24, 2008, File No. 333-113579-02). |
4.32
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Series 2008-7 Supplement, dated as of August 15, 2008, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of August 15, 2008, File No. 333-113579-02). | |
4.33
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Series 2008-9 Supplement, dated as of September 18 , 2008, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of September 18, 2008, File No. 333-113579-02). | |
4.34
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Series 2009-1 Supplement, dated as of June 9, 2009, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated as of June 9, 2009, File No. 333-113579-02). | |
4.35
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Series 2009-2 Supplement, dated as of September 11, 2009, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated as of September 11, 2009, File No. 333-113579-02). | |
4.36
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Series 2010-1 Supplement, dated as of October 7, 2010, supplementing the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated as of October 7, 2010, File No. 333-113579-02). | |
4.37
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Amendment to Series Supplements, dated as of March 5, 2008, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC, as transferors, American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of March 14, 2008, File No. 333-113579-02). | |
4.38
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Omnibus Amendment to Series Supplements, dated as of March 5, 2008, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC, as transferors, American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, dated March 14, 2008, File No. 333-113579-02). | |
4.39
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Amendment to Series 2009-1 Supplement, dated as of October 2, 2009, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 of Form 8-K, dated as of October 2, 2009, File No. 333-113579-02). | |
4.40
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Omnibus Amendment to Group I Series Supplements, dated as of October 2, 2009, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 of Form 8-K, dated as of October 2, 2009, File No. 333-113579-02). |
4.41
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Omnibus Amendment to Group II Series Supplements, dated as of October 2, 2009, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 of Form 8-K, dated as of October 2, 2009, File No. 333-113579-02). | |
31.1*
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Certification of Anderson Y. Lee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2010 to and including December 31, 2010. | |
31.2*
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Certification of Kevin L. Thompson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2010 to and including December 31, 2010. | |
31.3*
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Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2010 to and including December 31, 2010. | |
33.1*
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Report on Assessment of Compliance with Servicing Criteria of American Express Travel Related Services Company, Inc., Amex Card Services Company, American Express Centurion Bank and American Express Bank, FSB. | |
33.2*
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Report on Assessment of Compliance with Servicing Criteria of Regulus Group LLC. | |
33.3*
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Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon. | |
34.1*
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Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to American Express Travel Related Services Company, Inc., Amex Card Services Company, American Express Centurion Bank and American Express Bank, FSB. | |
34.2*
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Attestation Report of KPMG on Assessment of Compliance with Servicing Criteria relating to Regulus LLC. | |
34.3*
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Attestation Report of KPMG on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon. | |
35.1*
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Servicer Compliance Statement of American Express Travel Related Services Company, Inc. | |
35.2*
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Servicer Compliance Statement of Amex Card Services Company. | |
35.3*
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Servicer Compliance Statement of Regulus West LLC. | |
35.4*
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Servicer Compliance Statement of American Express Centurion Bank. | |
35.5*
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Servicer Compliance Statement of American Express Bank, FSB. |
99.1
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Supplemental Servicing Agreement, dated as of June 30, 2004, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.6 of Registration Statement on Form S-3/A Filed March 31, 2006, File No. 333-130508). | |
99.2
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Form of Subservicing Agreement between American Express Travel Related Services Company, Inc. and Amex Card Services Company (incorporated by reference to Exhibit 4.7 of Registration Statement on Form S-3/A filed March 31, 2006, File No. 333-130508). | |
99.3
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Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 of Registration Statement on Form S-3/A filed March 31, 2006, File No. 333-130508). | |
99.4
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Amendment Agreement Number FLL-05-6-MP01-04, dated as of March 22, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.1 of Registration Statement on Form S-3, filed March 31, 2006, File No. 333-130508). | |
99.5
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Amendment Agreement Number FLL-05-6-MP01-05, dated as of March 29, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.2 of Registration Statement on Form S-3, filed March 31, 2006, File No. 333-130508). | |
99.6
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Amendment, dated as of October 30, 2009, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, filed November 3, 2009, File No. 333-113579-02). |
By: | /s/ Anderson Y. Lee | |||
Name: | Anderson Y. Lee | |||
Title: | Vice President and Treasurer, American Express Receivables Financing Corporation II (senior officer in charge of securitization) |
By: | /s/ Kevin L. Thompson | |||
Name: | Kevin L. Thompson | |||
Title: | President, American Express Receivables Financing Corporation III LLC (senior officer in charge of securitization) |
By: | /s/ Denise D. Roberts | |||
Name: | Denise D. Roberts | |||
Title: | President, American Express Receivables Financing Corporation IV LLC (senior officer in charge of securitization) |
1. | American Express Travel Related Services Company, Inc. (the Asserting Party) is responsible for assessing compliance as of December 31, 2010 and for the period from January 1, 2010 through December 31, 2010 (the Reporting Period), with the servicing criteria applicable to the Asserting Party under paragraph (d) of Item 1122 of Regulation AB, as set forth in Appendix A hereto (such servicing criteria, excluding the criteria listed in the column titled Inapplicable Servicing Criteria on Appendix A hereto, the Applicable Servicing Criteria). The transactions covered by this report include all asset-backed securities transactions backed by credit and charge card receivables issued by the American Express Credit Account Master Trust and the American Express Issuance Trust, for which transactions the Asserting Party acted as servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the Reporting Period (the Platform), as listed in Appendix B hereto; |
2. | The Asserting Party has engaged one vendor (the Vendor), which is not considered a servicer as defined in Item 1101(j) of Regulation AB, to perform specific, limited or scripted activities, and the Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors activities as set forth in Appendix A hereto. The Asserting Party has policies and procedures in place designed to provide reasonable assurance that the Vendors activities comply in all material respects with the servicing criteria applicable to such Vendor; |
3. | Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance by the Asserting Party with the Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; |
4. | The criteria listed in the column titled Inapplicable Servicing Criteria on Appendix A hereto are inapplicable to the Asserting Party based on the activities it performs, directly or through its wholly-owned subsidiaries, Amex Card Services Company, American Express Centurion Bank and American Express Bank, FSB (collectively, the Affiliated Subservicers) with respect to the Platform taken as a whole; |
5. | The Asserting Party has assessed compliance with the Applicable Servicing Criteria by each of the Asserting Party and the Affiliated Subservicers for the Reporting Period and has concluded that it and each such party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; |
6. | The Asserting Party has not identified and is not aware of any material instance of noncompliance by the Vendor with the Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; |
7. | The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendor with the Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole; and |
8. | PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the Asserting Partys assessment of compliance with the Applicable Servicing Criteria as of December 31, 2010 and for the Reporting Period. |
By: | /s/ Mark C. Simner | |||
Name: | Mark C. Simner | |||
Title: | Vice President, American Express Travel Related Services Company, Inc. | |||
Date: | March 28, 2011 | |||
APPLICABLE | ||||||||
SERVICING CRITERIA | ||||||||
Performed by | ||||||||
Vendor(s) | ||||||||
Performed | for which | |||||||
Directly | Asserting | |||||||
by | Party is the | INAPPLICABLE | ||||||
SERVICING CRITERIA | Asserting | Responsible | SERVICING | |||||
Reference | Criteria | Party | Party | CRITERIA | ||||
General Servicing Considerations | ||||||||
1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||||||
1122(d)(1)(ii)
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If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | X | ||||||
1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||||||
1122(d)(1)(iv)
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A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | ||||||
Cash Collection and Administration | ||||||||
1122(d)(2)(i)
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Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||||||
1122(d)(2)(iii)
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Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | ||||||
1122(d)(2)(iv)
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The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | ||||||
1122(d)(2)(v)
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Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. | X | ||||||
1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access. | X |
APPLICABLE | ||||||||
SERVICING CRITERIA | ||||||||
Performed by | ||||||||
Vendor(s) | ||||||||
for which | ||||||||
Performed | Asserting | |||||||
Directly | Party is the | INAPPLICABLE | ||||||
SERVICING CRITERIA | by | Responsible | SERVICING | |||||
Reference | Criteria | Asserting Party | Party | CRITERIA | ||||
1122(d)(2)(vii)
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Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | ||||||
Investor Remittances and Reporting | ||||||||
1122(d)(3)(i)
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Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors or the trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X | ||||||
APPLICABLE | ||||||||
SERVICING CRITERIA | ||||||||
Performed by | ||||||||
Vendor(s) | ||||||||
for which | ||||||||
Performed | Asserting | |||||||
Directly | Party is the | INAPPLICABLE | ||||||
SERVICING CRITERIA | by | Responsible | SERVICING | |||||
Reference | Criteria | Asserting Party | Party | CRITERIA | ||||
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||||||
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | ||||||
Pool Asset Administration | ||||||||
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||||||
1122(d)(4)(ii)
|
Pool assets and related documents are safeguarded as required by the transaction agreements. | X | ||||||
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X | ||||||
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||||||
1122(d)(4)(v)
|
The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X |
APPLICABLE | ||||||||
SERVICING CRITERIA | ||||||||
Performed by | ||||||||
Performed | Vendor(s) | |||||||
Directly | for which | |||||||
by | Asserting | INAPPLICABLE | ||||||
SERVICING CRITERIA | Asserting | Party is the | SERVICING | |||||
Reference | Criteria | Party | Responsible Party | CRITERIA | ||||
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligors pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X1 | X1 | |||||
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | ||||||
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||||||
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||||||
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X |
APPLICABLE | ||||||||
SERVICING CRITERIA | ||||||||
Performed by | ||||||||
Performed | Vendor(s) | |||||||
Directly | for which | |||||||
by | Asserting | INAPPLICABLE | ||||||
SERVICING CRITERIA | Asserting | Party is the | SERVICING | |||||
Reference | Criteria | Party | Responsible Party | CRITERIA | ||||
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the Servicer, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||||||
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X |
1 | American Express Travel Related Services Company, Inc. has engaged one vendor eFunds Corporation that handled cardmember disputes, with respect to which such vendor was authorized to change the amount owed by a cardmember, including waiving certain interest and penalty fees. |
2005-1
|
2008-1 | |
2005-2
|
2008-2 | |
2007-1
|
2010-A | |
2007-2 |
Report on Assessment of Compliance with Regulation AB Servicing Criteria |
1. | Pursuant to Subpart 229.1100 Asset Backed Securities, 17 C.F.R. §§229.1100 - 229.1123 (Regulation AB), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively Regulus), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment. | |
2. | The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the Applicable Servicing Criteria). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria. | |
3. | As of and for the year ended December 31, 2010, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB. | |
4. | KPMG LLP, a registered public accounting firm, has issued an attestation report on Regulus assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2010. A copy of that attestation report is attached hereto as Exhibit A. |
/s/ Kathleen Hamburger | ||||
Kathleen Hamburger | ||||
Chief Executive Officer and President |
The Bank of New York Mellon The Bank of New York Mellon Trust Company, N.A. BNY Mellon Trust of Delaware |
The Bank of New York Mellon The Bank of New York Mellon Trust Company, N.A. |
|||
/s/ Robert L. Griffin
|
/s/ Richard P. Stanley | |||
Robert L. Griffin
Authorized Signatory |
Richard P. Stanley
Authorized Signatory |
|||
The Bank of New York Mellon The Bank of New York Mellon Trust Company, N.A. |
||||
/s/ Alex P. Tsarnas | ||||
Alex P. Tsarnas Authorized Signatory |
APPLICABLE TO PLATFORM | ||||||||
Performed by | ||||||||
Vendor(s) for | ||||||||
which the | NOT | |||||||
Performed | Company is the | APPLICABLE | ||||||
REG AB | Directly by the | Responsible | TO | |||||
REFERENCE | SERVICING CRITERIA | Company | Party | PLATFORM | ||||
General Servicing Considerations | ||||||||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||||||
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | X | ||||||
1122(d)(1)(iii)
|
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||||||
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | ||||||
Cash Collection and Administration | ||||||||
1122(d)(2)(i)
|
Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||||||
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | ||||||
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X |
APPLICABLE TO PLATFORM | ||||||||
Performed by | ||||||||
Vendor(s) for | ||||||||
which the | NOT | |||||||
Performed | Company is the | APPLICABLE | ||||||
REG AB | Directly by the | Responsible | TO | |||||
REFERENCE | SERVICING CRITERIA | Company | Party | PLATFORM | ||||
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of the Securities Exchange Act. | X | ||||||
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access. | X | ||||||
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | ||||||
Investor Remittances and Reporting | ||||||||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors or the trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X |
APPLICABLE TO PLATFORM | ||||||||
Performed by | ||||||||
Vendor(s) for | ||||||||
which the | NOT | |||||||
Performed | Company is the | APPLICABLE | ||||||
REG AB | Directly by the | Responsible | TO | |||||
REFERENCE | SERVICING CRITERIA | Company | Party | PLATFORM | ||||
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||||||
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | ||||||
Pool Asset Administration | ||||||||
1122(d)(4)(i)
|
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||||||
1122(d)(4)(ii)
|
Pool asset and related documents are safeguarded as required by the transaction agreements. | X | ||||||
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X | ||||||
1122(d)(4)(iv)
|
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||||||
1122(d)(4)(v)
|
The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||||
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligors pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X |
APPLICABLE TO PLATFORM | ||||||||
Performed by | ||||||||
Vendor(s) for | ||||||||
which the | NOT | |||||||
Performed | Company is the | APPLICABLE | ||||||
REG AB | Directly by the | Responsible | TO | |||||
REFERENCE | SERVICING CRITERIA | Company | Party | PLATFORM | ||||
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | ||||||
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||||||
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||||||
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X |
APPLICABLE TO PLATFORM | ||||||||
Performed by | ||||||||
Vendor(s) for | ||||||||
which the | NOT | |||||||
Performed | Company is the | APPLICABLE | ||||||
REG AB | Directly by the | Responsible | TO | |||||
REFERENCE | SERVICING CRITERIA | Company | Party | PLATFORM | ||||
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||||
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the Servicer, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||||||
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X |
By: | /s/ Mark C. Simner | |||
Name: | Mark C. Simner | |||
Title: | Vice President |
AMEX CARD SERVICES COMPANY |
||||
By: | /s/ Ramon B. Martin | |||
Ramon B. Martin | ||||
President |
Pursuant to Item 1123 of Regulation AB, a review of the Regulus activities during the year ended December 31, 2010 (the Reporting Period) and of its performance under the servicing agreement between Regulus and American Express (the Servicing Agreement) has been made under the undersigned officers supervision. To the best of such officers knowledge, based on such review, Regulus has fulfilled its obligations under the Servicing Agreement in all material respects throughout the Reporting Period. |
/s/ Kathleen Hamburger | ||||
Kathleen Hamburger | ||||
Chief Executive Officer and President | ||||
February 11, 2011 |
AMERICAN EXPRESS CENTURION BANK |
||||
By: | /s/ Kevin L. Thompson | |||
Name: | Kevin L. Thompson | |||
Title: | Chief Financial Officer | |||
AMERICAN EXPRESS CENTURION BANK |
||||
By: | /s/ Paul A. Thompson | |||
Name: | Paul A. Thompson | |||
Title: | Vice President Controller, US Banking |
AMERICAN EXPRESS BANK, FSB |
||||
By: | /s/ Denise D. Roberts | |||
Name: | Denise D. Roberts | |||
Title: | Chief Financial Officer | |||
By: | /s/ Paul A. Thompson | |||
Name: | Paul A. Thompson | |||
Title: Vice President Controller, US Banking | ||||