0001193125-13-117404.txt : 20130320 0001193125-13-117404.hdr.sgml : 20130320 20130320170134 ACCESSION NUMBER: 0001193125-13-117404 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130320 DATE AS OF CHANGE: 20130320 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21424-04 FILM NUMBER: 13705565 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: AMERICAN EXPRESS TOWER 200 VESEY ST CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 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 CREDIT ACCOUNT MASTER TRUST CENTRAL INDEX KEY: 0001003509 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20787-07 FILM NUMBER: 13705562 BUSINESS ADDRESS: STREET 1: 6985 UNION PARK CENTER CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015655000 MAIL ADDRESS: STREET 1: 4315 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS RECEIVABLES FINANCING CORP III LLC CENTRAL INDEX KEY: 0001283434 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113579-02 FILM NUMBER: 13705564 BUSINESS ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 BUSINESS PHONE: 8015655023 MAIL ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS RECEIVABLES FINANCING CORP IV LLC CENTRAL INDEX KEY: 0001283435 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113579-01 FILM NUMBER: 13705563 BUSINESS ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 BUSINESS PHONE: 8015655023 MAIL ADDRESS: STREET 1: 4135 SOUTH 2700 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84184 10-K 1 d503589d10k.htm 10-K 10-K

 

 

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, 2012

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from              to             

Commission File Number of Issuing Entity: 333-179309

 

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

(Issuing Entity in respect of the Certificates)

 

AMERICAN EXPRESS

RECEIVABLES

FINANCING

CORPORATION II

 

AMERICAN EXPRESS

RECEIVABLES

FINANCING

CORPORATION III LLC

 

AMERICAN EXPRESS

RECEIVABLES

FINANCING

CORPORATION IV LLC

(Exact name of Depositors as specified in their respective charters)

 

AMERICAN EXPRESS CENTURION BANK   AMERICAN EXPRESS BANK, FSB

(Exact name of Sponsors as specified in their respective charters)

 

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)

c/o The Bank of New York Mellon

Corporate Trust

101 Barclay Street,

New York, New York

  10286

(Address of the Principal Executive Offices

of the Issuing Entity)

 

(Zip Code of the

Issuing Entity)

(212) 815-6258

(Telephone Number, including area code

of the Issuing Entity,

c/o The Bank of New York Mellon)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES  ¨         NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  ¨        NO  x

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ¨    NO  ¨

[Rule 405 of Regulation S-T is not applicable.]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  ¨    NO  x

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 

 

DOCUMENTS INCORPORATED BY REFERENCE: NONE

 

 

 


PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

 

Item 1. Business.

 

Item 1A. Risk Factors.

 

Item 1B. Unresolved Staff Comments.

 

     Not Applicable.

 

Item 2. Properties.

 

Item 3. Legal Proceedings.

 

Item 4. Mine Safety Disclosures.

Substitute Information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB: Significant obligors of pool assets (Financial information).

The pool assets held by the American Express Credit Account Master Trust (the “Trust”) do not include any significant obligors.

Item 1114(b)(2) of Regulation AB: Credit enhancement and other support, except for certain derivatives instruments (Financial information).

Based on the standards set forth in Item 1114(b) of Regulation AB, no information is required in response to this Item.

Item 1115(b) of Regulation AB: Certain derivatives instruments (Financial information).

Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

Item 1117 of Regulation AB: Legal proceedings.

American Express Company and its subsidiaries (“American Express”) are involved in a number of legal and arbitration proceedings, including class actions.

On October 4, 2010, the U.S. Department of Justice (“DOJ”), along with Attorneys General from Connecticut, Iowa, Maryland, Michigan, Missouri, Ohio and Texas, filed a complaint in the U.S. District Court for the Eastern District of New York against American Express, MasterCard International Incorporated and Visa, Inc., alleging a violation of Section 1 of the Sherman Antitrust Act. The complaint alleges that the defendants’ policies prohibiting merchants from steering a customer to use another network’s card, another type of card or another method of payment (“anti-steering” and “non-discrimination” rules and contractual provisions) violate the antitrust laws. The complaint alleges that the defendants participate in two distinct markets, a “General Purpose Card network services market,” and a “General Purpose Card network services market for merchants in travel and entertainment (“T&E”) businesses.” The complaint contends that each of the defendants has market power in the alleged two markets. The complaint seeks a judgment permanently enjoining the defendants from enforcing their anti-steering and non-discrimination rules and contractual provisions. The complaint does not seek monetary damages. Concurrent with the filing of the complaint, Visa and MasterCard announced they had reached an agreement settling the allegations in the complaint against them by agreeing to modifications in their rules prohibiting merchants that accept their cards from steering customers to use another network’s card, another type of card or another method of payment. In December 2010, the complaint filed by the DOJ and certain states’ attorneys general was amended to add as plaintiffs the Attorneys General from Arizona, Hawaii (Hawaii has since withdrawn its claim), Idaho, Illinois, Montana, Nebraska, New Hampshire, Rhode Island, Tennessee, Utah and Vermont. American Express’ response to the amended complaint was filed in early January 2011.

The DOJ matter is being coordinated with individual and putative class actions pending in the Eastern District of New York against American Express brought by merchants alleging that American Express’ “anti-steering” provisions in its merchant acceptance agreements with the plaintiffs violate federal antitrust laws. As alleged by the plaintiffs, these provisions prevent merchants from offering consumers incentives to use alternative forms of payment when consumers wish to use an American Express-branded card. Plaintiffs seek damages and injunctive relief. The putative class actions have been partially stayed in light of the continuing appeal in In re American Express Merchants’ Litigation (described below).


Since July 2003, American Express has been named in a number of putative class actions in which the plaintiffs allege an unlawful antitrust tying arrangement between certain of American Express’ charge cards and credit cards in violation of various state and federal laws. These cases have all been consolidated in the United States District Court for the Southern District of New York under the caption: In re American Express Merchants’ Litigation. A case making similar allegations was also filed in the Southern District of New York in July 2004 captioned: The Marcus Corporation v. American Express Company, et al. The Marcus case is not consolidated. The plaintiffs in these actions seek injunctive relief and an unspecified amount of damages. Since April 2004, the parties to the consolidated actions have been engaged in motion practice regarding American Express’ motion to dismiss the consolidated actions on the grounds that all of the plaintiffs’ claims are subject to arbitration. On February 1, 2012, the Second Circuit again reversed the District Court’s decision ordering arbitration, and reaffirmed its prior ruling. On May 29, 2012, the Second Circuit denied American Express’ petition for rehearing en banc with dissents. The Second Circuit has stayed the mandate pending the outcome of American Express’ petition for a writ of certiorari to the U.S. Supreme Court, which was granted on November 6, 2012. Oral argument was heard on February 27, 2013.

In October 2007, The Marcus Corporation filed a motion seeking certification of a class. In September 2008, American Express moved for summary judgment seeking dismissal of The Marcus Corporation’s complaint, and The Marcus Corporation cross-moved for partial summary judgment on the issue of liability. In March 2009, the court denied the plaintiffs’ motion for class certification, without prejudicing their right to remake such a motion upon resolution of the pending summary judgment motions. A case captioned Hayama Inc. v. American Express Company et al., which makes similar allegations as those in the actions described above, was filed and remains in the Superior Court of California, Los Angeles County (filed December 2003). To date the Hayama action has been stayed.

In February 2009, an amended complaint was filed in In re American Express Merchants’ Litigation. The amended complaint contains a single count alleging a violation of federal antitrust laws through an alleged unlawful tying of: (a) corporate, small business and/or personal charge card services; and (b) Blue, Costco and standard GNS credit card services. In addition, in February 2009, a new complaint making the same allegations as made in the amended complaint filed in In re American Express Merchants’ Litigation was also filed in the United States District Court for the Southern District of New York. That new case is captioned Greenporter LLC and Bar Hama LLC, on behalf of themselves and all others similarly situated v. American Express Company and American Express Travel Related Services Company, Inc. Proceedings in the Greenporter action and on the amended complaint filed in In re American Express Merchants’ Litigation have been held in abeyance pending the disposition of the motions for summary judgment in the Marcus case.

In September 2010, a putative class action, captioned Meeks v. American Express Centurion Bank, was filed in Fulton County Superior Court, Georgia, alleging that plaintiff received unilateral interest rate increases despite alleged promises that the rate would remain fixed. In October 2010, American Express removed the matter to federal court. Plaintiffs seek to certify a nationwide class of all American Express Cardmembers who received unilateral interest rate increases despite their accounts being in good standing. In April 2011, American Express filed a motion to compel arbitration. On January 20, 2012, the District Court entered an order administratively closing the action pending further developments in a case captioned Ross v. American Express Company pending in the United States District Court for the Southern District of New York.

In July 2004, a purported class action complaint, Ross, et al. v. American Express Company, American Express Travel Related Services and American Express Centurion Bank, was filed in the United States District Court for the Southern District of New York alleging that American Express conspired with Visa, MasterCard and Diners Club in the setting of foreign currency conversion rates and in the inclusion of arbitration clauses in certain of their cardmember agreements. The suit seeks injunctive relief and unspecified damages. The class is defined as “all Visa, MasterCard and Diners Club general-purpose cardholders who used cards issued by any of the MDL Defendant Banks.” American Express cardholders are not part of the class. The parties reached an agreement to settle the claims asserted on behalf of the damage class concerning foreign currency conversion rates. The settlement was approved in 2012. The claims asserted by the injunction class concerning cardmember arbitration clauses were not included in the proposed settlement. Trial of those claims concluded in February 2013. The parties are awaiting decision.

In September 2001, Hoffman, et al. v. American Express Travel Related Services Company, et al. was filed in the Superior Court of the State of California, Alameda County. Plaintiffs in that case claim that American Express erroneously charged Cardmember accounts in connection with its airflight insurance programs because in certain circumstances customers must request refunds, as disclosed in materials for the voluntary program. In January 2006, the court certified a class of American Express charge Cardmembers asserting claims for breach of contract and conversion under New York law, with a subclass of California residents asserting violations of California Business & Professions Code §§ 17200 and 17500, and a subclass of New York residents asserting violation of New York General Business Law § 349. American Express was granted judgment on all counts following trial, and that judgment was affirmed by the Court of Appeals for California on December 17, 2012.


Plaintiffs’ petition to the California Supreme Court for further review was denied. In addition, a case making the same factual allegations (purportedly on behalf of a different class of Cardmembers) as those in the Hoffman case was pending in the United States District Court for the Eastern District of New York, entitled Law Enforcement Systems v. American Express et al. On October 5, 2012, American Express’ motion to dismiss was granted and judgment entered for defendants. Plaintiff has filed a notice of appeal.

In October 2009, a putative class action, captioned Lopez, et al. v. American Express Bank, FSB and American Express Centurion Bank, was filed in the United States District Court for the Central District of California. The amended complaint seeks to certify a class of California American Express Cardmembers whose interest rates were changed from fixed to variable in or around August 2009 or otherwise increased. American Express’ motion to compel arbitration and dismiss the complaint was denied by the court. Briefing on American Express’ appeal of the denial of the motion to compel arbitration is currently stayed.

In October 2012, a putative class action captioned Clarke v. American Express Company, et al., was filed in the United States District Court for the Southern District of New York alleging that American Express Company, TRS, Centurion and FSB violated state consumer protection laws, state common law and federal statutory law in the marketing, selling and implementation of a credit card product known as “Account Protector.” The complaint seeks unspecified compensatory and punitive damages along with injunctive and declaratory relief. American Express filed a motion to compel arbitration on December 11, 2012.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Item 6. Selected Financial Data.

 

Item 7. Management’s 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.

 

     Not Applicable.

PART III

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Item 11. Executive Compensation.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Item 14. Principal Accountant Fees and Services.

Substitute Information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.


Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.

Each of American Express Travel Related Services Company, Inc. (“TRS”), for itself and on behalf of its wholly owned subsidiaries, Amex Card Services Company (“ACSC”), American Express Centurion Bank and American Express Bank, FSB, TransCentra, Inc. (formerly known as Regulus Group LLC), for itself and its wholly owned subsidiaries (“TransCentra”) and The Bank of New York Mellon (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the American Express Credit Account Master Trust. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) as of and for the year ended December 31, 2012, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

Vendors

A Servicing Participant may engage one or more vendors, who are not considered servicers for purposes of Regulation AB, to perform specific and limited, or scripted activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. In general in these cases, the Servicing Participant has instituted policies and procedures to monitor whether such vendors’ activities comply in all material respects with such servicing criteria, and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such vendors’ activities in such Servicing Participant’s Report on Assessment. Where the Servicing Participant has not instituted such policies and procedures, or where the Servicing Participant does not otherwise elect to take responsibility for assessing its vendors’ activities, the vendor is itself treated as a Servicing Participant and is required to provide its own Report on Assessment and related Attestation Report.

Exceptions

Except as disclosed below, no Report on Assessment or related Attestation Report has identified any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant. In addition, no Report on Assessment or related Attestation Report has identified any material deficiency in such Servicing Participant’s policies and procedures to monitor vendor compliance.

The Bank of New York Mellon: The Bank of New York Mellon’s Report on Assessment and related Attestation Report have identified material noncompliance with two servicing criteria applicable to The Bank of New York Mellon. With regard to servicing criterion 1122(d)(3)(i), The Bank of New York Mellon report states that during the reporting period, certain reports to investors contained information that was not calculated in accordance with the terms specified in the transaction agreements. With regard to servicing criterion 1122(d)(3)(ii), The Bank of New York Mellon report states that with respect to certain remittances during the reporting period, amounts due to investors were not allocated and remitted in accordance with the distribution priority and other terms set forth in the transaction agreements. The Bank of New York Mellon further indicates in its report certain remediation with respect to such instances of noncompliance. The Bank of New York Mellon has confirmed to the Depositors and TRS that these errors did not involve the Trust or investors in the Trust. We have not independently verified the accuracy of The Bank of New York Mellon’s assertions, the adequacy of its remediation efforts or the accuracy of such confirmation.

Platform Level Reports

Regulations of the Securities and Exchange Commission (the “SEC”) require that each Servicing Participant complete a Report on Assessment at a “platform” level, meaning that the transactions covered by the Report on Assessment should include all asset backed securities transactions involving such Servicing Participant that are backed by the same asset type. During 2012, TRS’ proprietary facilities conducted paper payment remittance processing services and performed billing dispute services. TransCentra also performed paper payment remittance processing services at three locations in the United States. As a remittance processor, TransCentra is responsible for, among other services, transmitting payment information to TRS, which TRS in turn uses to update its account obligor records. In its Report on Assessment attached as Exhibit 33.2 to this Form 10-K, TransCentra defines its platform to include (i) remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and (ii) who have requested confirmation of TransCentra’s compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions. In addition, eFunds Corporation (“eFunds”), a wholly owned subsidiary of Fidelity National Information Services, Inc., also performs billing dispute services at its Gurgaon and Mumbai, India sites. Within guidelines prescribed by TRS, eFunds is responsible for all aspects of billing disputes, from front end capture of information to the resolution of disputes between cardmembers and merchants. The Bank of New York Mellon is Trustee of the Trust. In its Report on


Assessment attached as Exhibit 33.3 to this Form 10-K, The Bank of New York Mellon defines its platform to include publicly issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 (and like-kind transactions issued prior to January 1, 2006), that are subject to Regulation AB for which The Bank of New York Mellon provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities.

None of TRS or the Trust is an affiliate of TransCentra or The Bank of New York Mellon.

Item 1123 of Regulation AB: Servicer Compliance Statement.

Each of TRS, ACSC, American Express Centurion Bank, American Express Bank, FSB and TransCentra has been identified by the registrant as a servicer or subservicer with respect to the pool assets held by the Trust. Each of them has provided a Statement of Compliance for the period covered by this Form 10-K (a “Compliance Statement”), in each case signed by an authorized officer thereof. Each Compliance Statement is attached as an exhibit to this Form 10-K.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a)      (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.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
By:  

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II,

Depositor

By:  

/s/ Anderson Y. Lee

  Name:   Anderson Y. Lee
  Title:  

President

(senior officer in charge of securitization)

By:   AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, Depositor
By:  

/s/ Kevin L. Thompson

  Name:   Kevin L. Thompson
  Title:  

President

(senior officer in charge of securitization)

By:  

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC,

Depositor

By:  

/s/ Denise D. Roberts

  Name:   Denise D. Roberts
  Title:  

President

(senior officer in charge of securitization)

Dated: March 20, 2013


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).

 

  3.1    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    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    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    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    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    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    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    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    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    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. 000-20787-07).
  4.9    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    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    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    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. 000-20787-07).
  4.13    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    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    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    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. 000-20787-07).
  4.17    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. 000-20787-07).
  4.18    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).
  4.19    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).
  4.20    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).
  4.21    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).
  4.22    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).
  4.23    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).
  4.24    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).
  4.25    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).
  4.26    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).
  4.27    Series 2011-1 Supplement, dated as of October 12, 2011, 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 12, 2011, File No. 333-113579-02).
  4.28    Series 2011-2 Supplement, dated as of November 17, 2011, 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 November 17, 2011. File No. 333-113579-02).
  4.29    Series 2012-1 Supplement, dated as of June 22, 2012, 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 22, 2012. File No. 333-113579-02).


  4.30    Series 2012-2 Supplement, dated as of August 21, 2012, 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 August 21, 2012. File No. 333-113579-02).
  4.31    Series 2012-3 Supplement, dated as of August 21, 2012, 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 August 21, 2012. File No. 333-113579-02).
  4.32    Series 2012-4 Supplement, dated as of November 8, 2012, 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 November 8, 2012. File No. 333-113579-02).
  4.33    Series 2012-5 Supplement, dated as of November 8, 2012, 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 November 8, 2012. File No. 333-113579-02).
  4.34    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).
  4.35    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).
  4.36    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).
  4.37    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).
  4.38    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*    Certification of Anderson Y. Lee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2012 to and including December 31, 2012.
31.2*    Certification of Kevin L. Thompson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2012 to and including December 31, 2012.
31.3*    Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2012 to and including December 31, 2012.
33.1*    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*    Report on Assessment of Compliance with Servicing Criteria of TransCentra, Inc.
33.3*    Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon.


34.1*    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*    Attestation Report of KPMG on Assessment of Compliance with Servicing Criteria relating to TransCentra, Inc.
34.3*    Attestation Report of KPMG on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.
35.1*    Servicer Compliance Statement of American Express Travel Related Services Company, Inc.
35.2*    Servicer Compliance Statement of Amex Card Services Company.
35.3*    Servicer Compliance Statement of TransCentra, Inc.
35.4*    Servicer Compliance Statement of American Express Centurion Bank.
35.5*    Servicer Compliance Statement of American Express Bank, FSB.
99.1    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    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    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 30, 2006, File No. 333-130508).
99.4    Amendment No. 1, dated as of July 1, 2000, 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 30, 2006, File No. 333-130508).
99.5    Amendment No. 2, dated as of June 1, 2002, 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 30, 2006, File No. 333-130508).
99.6    Amendment Agreement Number FLL-05-6-MP01-03, dated as of October 24, 2005, 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 30, 2006, File No. 333-130508).
99.7    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/A, filed March 23, 2006, File No. 333-130508).
99.8    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 30, 2006, File No. 333-130508).
99.9    Amendment Agreement Number NYC-0-06-2807, dated as of August 18, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.3 of Registration Statement on Form S-3/A filed January 30, 2009, File No. 333-155765).
99.10    Amendment Number NYC-0-06-3581, dated on or about November 15, 2006, 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).
99.11    Amendment Number NYC-0-06-2162-02, 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).
99.12    Amendment Agreement Number AMEND-CW170596, dated as of October 30, 2010, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.9 of Form S-3, filed February 2, 2012, File No. 333-179309-03).
EX-31.1 2 d503589dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

Certification

I, Anderson Y. Lee, certify that:

1. I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the American Express Credit Account Master Trust (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing or other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon and TransCentra, Inc. (formerly known as Regulus Group LLC).

Date: March 20, 2013

 

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)
EX-31.2 3 d503589dex312.htm EX-31.2 EX-31.2

EXHIBIT 31.2

Certification

I, Kevin L. Thompson, certify that:

1. I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the American Express Credit Account Master Trust (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing or other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon and TransCentra, Inc. (formerly known as Regulus Group LLC).

Date: March 20, 2013

 

By:  

/s/ Kevin L. Thompson

Name:   Kevin L. Thompson
Title:   President,
  American Express Receivables Financing Corporation III LLC
  (senior officer in charge of securitization)
EX-31.3 4 d503589dex313.htm EX-31.3 EX-31.3

EXHIBIT 31.3

Certification

I, Denise D. Roberts, certify that:

1. I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the American Express Credit Account Master Trust (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing or other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon and TransCentra, Inc. (formerly known as Regulus Group LLC).

Date: March 20, 2013

 

By:  

/s/ Denise D. Roberts

Name:   Denise D. Roberts
Title:   President,
  American Express Receivables Financing Corporation IV LLC
  (senior officer in charge of securitization)
EX-33.1 5 d503589dex331.htm EX-33.1 EX-33.1

EXHIBIT 33.1

Certification Regarding Compliance with Applicable Servicing Criteria

 

1. American Express Travel Related Services Company, Inc. (the “Asserting Party”) is responsible for assessing compliance as of December 31, 2012 and for the period from January 1, 2012 through December 31, 2012 (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 Vendor’s activities as set forth in Appendix A hereto. The Asserting Party has policies and procedures in place designed to provide reasonable assurance that the Vendor’s 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, 2012 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, 2012 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, 2012 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, 2012 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 Party’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2012 and for the Reporting Period.

 

By:  

/s/ Kunal B. Singhania

Name:   Kunal B. Singhania
Title:   Vice President, American Express Travel Related Services Company, Inc.
Date:   March 20, 2013


APPENDIX A

 

SERVICING CRITERIA

   APPLICABLE
SERVICING CRITERIA
   INAPPLICABLE
SERVICING
CRITERIA

Reference

  

Criteria

   Performed
Directly
by
Asserting
Party
   Performed
by
Vendor(s)
for which
Asserting
Party is the
Responsible
Party
    
   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 party’s 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 following 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 overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.          X
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 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


SERVICING CRITERIA

   APPLICABLE
SERVICING CRITERIA
   INAPPLICABLE
SERVICING
CRITERIA

Reference

  

Criteria

   Performed
Directly
by
Asserting
Party
   Performed
by
Vendor(s)
for which
Asserting
Party is the
Responsible
Party
    
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 trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.    X      
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 Servicer’s 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 Servicer’s 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 Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.    X      


SERVICING CRITERIA

   APPLICABLE
SERVICING CRITERIA
   INAPPLICABLE
SERVICING
CRITERIA

Reference

  

Criteria

   Performed
Directly
by
Asserting
Party
   Performed
by
Vendor(s)
for which
Asserting
Party is the
Responsible
Party
    
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor’s 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 entity’s 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 obligor’s 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 Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.          X
1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted within two business days to the obligor’s 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.


Appendix B

American Express Travel Related Services Company, Inc.

Regulation AB Platform Transactions

Reporting Period January 1, 2012 through December 31, 2012

American Express Issuance Trust

Class A, B and C Floating Rate Asset Backed Notes of the following Series:

2005-2*

2007-2*

2010-A

American Express Credit Account Master Trust

Class A and B Asset Backed Certificates, or the Asset Backed Certificates, as applicable, of the following Series:

2004-2

2005-2

2005-4*

2005-7*

2007-1*

2007-2

2007-5*

2007-7*

2007-8*

2008-2

2008-4

2008-5

2008-6

2008-7

2008-9

2009-DII

2009-1*

2009-2

2010-1

2011-1

2011-2

2012-1

2012-2

2012-3

2012-4

2012-5

2012-A (Variable Funding Floating Rate Asset Backed Certificates)

 

* Series matured in 2012
EX-33.2 6 d503589dex332.htm EX-33.2 EX-33.2

EXHIBIT 33.2

 

LOGO

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”), TransCentra, Inc. for itself and its wholly-owned subsidiaries (individually and collectively “TransCentra”), 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 TransCentra’s 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 TransCentra’s assessment of compliance. TransCentra 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”). TransCentra 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 TransCentra does not participate in the servicing activities referenced by such servicing criteria.

 

3. As of and for the year ended December 31, 2012, TransCentra 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 TransCentra’s assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2012. A copy of that attestation report is attached hereto as Exhibit A.

 

/s/ Matthew Pribus
Matthew Pribus

Excutive VP of Strategic Operations

February 6, 2013

www.transcentra.com

tel: 678-728-2500        fax: 678-728-2501

4855 Peachtree Industrial Boulevard, Suite 245, Norcross, Georgia 30092

EX-33.3 7 d503589dex333.htm EX-33.3 EX-33.3

EXHIBIT 33.3

 

LOGO

ASSERTION OF COMPLIANCE WITH

APPLICABLE SERVICING CRITERIA

The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities.

Period: Twelve months ended December 31, 2012 (the “Period”).

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Not Applicable To Platform” in Appendix 1 attached hereto.

With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.

With respect to servicing criterion 1122(d)(2)(vi) management has engaged a vendor to perform the activities required by the servicing criterion. Management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). Management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. Management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.


With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria including the servicing criterion for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria other than as identified on Schedule A attached.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company’s compliance with the Applicable Servicing Criteria as of and for the Period.


The Bank of New York Mellon

    

BNY Mellon Trust of Delaware

/s/    Richard P. Stanley        

    

/s/    Robert L. Griffin        

Richard P. Stanley

     Robert L. Griffin
Authorized Signatory      Authorized Signatory
  

The Bank of New York Mellon Trust Company, N.A.

 
  

/s/    Troy L. Kilpatrick        

 
   Troy L. Kilpatrick  
  

Authorized Signatory

 

Dated: February 28, 2013


Schedule A

Material Instances of Noncompliance by the Company

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: (B) Provide information calculated in accordance with the terms specified in the transaction agreements.

Noncompliance:

During the reporting period, certain reports to investors contained information that was not calculated in accordance with the terms specified in the transaction agreements.

Remediation:

When management becomes aware that such changes are necessary, the applicable investor reports are revised to reflect payment adjustments made and are maintained in accordance with the terms specified in the transaction agreements.

1122(d)(3)(ii): Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreements.

Noncompliance:

With respect to certain remittances during the reporting period, amounts due to investors were not allocated and remitted in accordance with the distribution priority and other terms set forth in the transaction agreements.

Remediation:

When management becomes aware that such changes are necessary, the applicable payments are adjusted and revisions are made to ensure that future payments will be allocated and remitted in accordance with the distribution priority and other terms set forth in the transaction agreements.


Appendix 1

 

REG AB REFERENCE

  

SERVICING CRITERIA

  

APPLICABLE TO PLATFORM

  

NOT APPLICABLE
TO PLATFORM

     

Performed Directly
by the Company

  

Performed by

Vendor(s) for which
the Company is the

Responsible Party

  
   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 party’s 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      
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 this chapter.    X      
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent unauthorized access.       X   


REG AB REFERENCE

  

SERVICING CRITERIA

  

APPLICABLE TO PLATFORM

  

NOT APPLICABLE
TO PLATFORM

     

Performed Directly
by the Company

  

Performed by

Vendor(s) for which
the Company is the

Responsible Party

  
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 (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are 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 trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.    X      
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 servicer’s 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

     


REG AB REFERENCE

  

SERVICING CRITERIA

  

APPLICABLE TO PLATFORM

  

NOT APPLICABLE
TO PLATFORM

     

Performed Directly
by the Company

  

Performed by

Vendor(s) for which
the Company is the

Responsible Party

  
1122(d)(4)(iv)    Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s 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 servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.    X      
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor’s 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
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 entity’s 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 obligor’s 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


REG AB REFERENCE

  

SERVICING CRITERIA

  

APPLICABLE TO PLATFORM

  

NOT APPLICABLE
TO PLATFORM

     

Performed Directly
by the Company

  

Performed by

Vendor(s) for which
the Company is the

Responsible Party

  
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 servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.          X
1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted within two business days to the obligor’s 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 this Regulation AB, is maintained as set forth in the transaction agreements.    X      
EX-34.1 8 d503589dex341.htm EX-34.1 EX-34.1

EXHIBIT 34.1

 

LOGO

Report of Independent Registered Public Accounting Firm

To American Express Travel Related Services Company, Inc. (the “Company” or “Asserting Party”), Servicer:

We have examined management’s assertion, included in the accompanying “Certification Regarding Compliance with Applicable Servicing Criteria”, that American Express Travel Related Services Company, Inc. complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB, as of December 31, 2012 and for the period January 1, 2012 to December 31, 2012 (the “Reporting Period”), for 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), excluding criteria (d)(1)(iii), (d)(1)(iv), (d)(2)(iii), (d)(2)(iv), (d)(2)(vi), (d)(3)(iii), (d)(4)(i), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii) and (d)(4)(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. As described in management’s assertion, for servicing criteria 1122(d)(4)(vi), the Company has engaged FIS, a wholly-owned subsidiary of Fidelity National Information Services, Inc., to perform the activities required by this servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s determination of its eligibility to use Interpretation 17.06. Appendix B to management’s assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us


In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2012 for the Platform is fairly stated, in all material respects.

PricewaterhouseCoopers LLP (signed)

March 20, 2013

EX-34.2 9 d503589dex342.htm EX-34.2 EX-34.2

EXHIBIT 34.2

KPMG LLP

1601 Market Street

Phtadelphia, PA 19103-2499

Report of Independent Registered Public Accounting Firm

The Board of Directors

TransCentra, Inc.:

We have examined management’s assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that TransCentra, Inc. complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission’s Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform) as of and for the year ended December 31, 2012. TransCentra, Inc. has determined that the remainder of the servicing criteria is not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2012. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria, as of and for the year ended December 31, 2012 is fairly stated, in all material respects.

/s/ KPMG LLP

February 6, 2013

 

  KPMG LLP is a Delaware limited liability partnership,
  the U.S. member firm of KPMG International Cooperative
  (“KPMG International”), a Swiss entity
EX-34.3 10 d503589dex343.htm EX-34.3 EX-34.3

EXHIBIT 34.3

KPMG LLP

Aon Center

Suite 5500

200 East Randolph Drive

Chicago, IL 60601-6436

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Bank of New York Mellon

BNY Mellon Trust of Delaware

The Bank of New York Mellon Trust Company, N.A.:

We have examined the compliance of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the “Company”) with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(4)(vi), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2012. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122 (d)(4)(vii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2012 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on the Company’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

KPMG LLP is a Delaware limited liability partnership,

the U.S. member firm of KPMG International Cooperative

(“KPMG International”), a Swiss entity


As described in the Company’s Assertion of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion as described in its Assertion of Compliance with Applicable Servicing Criteria, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company during the twelve months ended December 31, 2012 as follows:

 

 

With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors contained information that was not calculated in accordance with the terms specified in the transaction agreements.

 

 

With respect to servicing criterion 1122(d)(3)(ii), certain distributions to investors were not allocated and remitted in accordance with distribution priority and other terms set forth in the transaction agreements.

In our opinion, except for the material noncompliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including criterion 1122(d)(2)(vi) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2012.

We do not express an opinion or any form of assurance on the paragraphs titled “Remediation” included in Schedule A “Material Instances of Noncompliance by the Company” to management’s Assertion of Compliance with Applicable Servicing Criteria.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2013

EX-35.1 11 d503589dex351.htm EX-35.1 EX-35.1

EXHIBIT 35.1

SERVICER COMPLIANCE STATEMENT

American Express Travel Related Services Company, Inc.

American Express Credit Account Master Trust

Reporting Period January 1, 2012 to December 31, 2012

The undersigned, a duly authorized representative of American Express Travel Related Services Company, Inc. (‘‘TRS”), as Servicer pursuant to the American Express Credit Account Master Trust (the “Trust”) Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended by the First Amendment to the Pooling and Servicing Agreement, dated as of December 17, 2007, as amended by the Second Amendment to the Pooling and Servicing Agreement, dated as of October 24, 2008, as amended by the Third Amendment to the Pooling and Servicing Agreement, dated as of February 24, 2009, and as amended by the Fourth Amendment to the Pooling and Servicing Agreement, dated as of October 7, 2010 (as so amended and restated and as otherwise amended from time to time, the “Agreement’’), among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, and American Express Receivables Financing Corporation IV LLC, as transferors, TRS, as servicer (in such capacity, the “Servicer”), and The Bank of New York Mellon (formerly The Bank of New York), as trustee and securities intermediary (the “Trustee”), does hereby certify that:

1. TRS is Servicer under the Agreement.

2. The undersigned is duly authorized as required pursuant to the Agreement to execute and deliver this Certificate.

3. A review of the Servicer’s activities during the reporting period and of its performance under the Agreement has been made under my supervision.

4. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the reporting period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 20th day of March, 2013.

 

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
By:  

/s/ Kunal B. Singhania

Name:   Kunal B. Singhania
Title:   Vice President
EX-35.2 12 d503589dex352.htm EX-35.2 EX-35.2

EXHIBIT 35.2

CERTIFICATION WITH RESPECT TO

SERVICER COMPLIANCE STATEMENT

Amex Card Services Company

American Express Credit Account Master Trust

American Express Issuance Trust

Reporting Period January 1, 2012 to December 31, 2012

The undersigned, a duly authorized officer of Amex Card Services Company (“ACSC”), a wholly owned subsidiary of American Express Travel Related Services Company, Inc. (“TRS”), pursuant to the Subservicing Agreement (the “Agreement”) dated as of June 1, 2006, between TRS and ACSC, does hereby certify that:

1. ACSC performs certain servicing procedures on behalf of TRS under the Agreement.

2. The undersigned is duly authorized to execute and deliver this Certificate.

3. A review of ACSC’s activities during the reporting period and of its performance under the Agreement has been made under my supervision.

4. To the best of my knowledge, based on such review, ACSC has fulfilled all of its obligations in all material respects under the Agreement throughout the reporting period.

5. Anderson Y. Lee, Kevin L. Thompson, Denise D. Roberts and Kunal B. Singhania are authorized to rely on this Certification in connection with their Sarbanes-Oxley and Regulation AB Item 1123 Certifications for the Reporting Period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 20th day of March, 2013.

 

AMEX CARD SERVICES COMPANY

By:  

/s/ Beth Lacey

  Beth Lacey
  President
EX-35.3 13 d503589dex353.htm EX-35.3 EX-35.3

EXHIBIT 35.3

 

LOGO

Report on Assessment of Compliance with Regulation AB Item 1123

Pursuant to Item 1123 of Regulation AB, a review of the TransCentra’s activities during the year ended December 31, 2012 (the “Reporting Period”) and of its performance under the servicing agreement between TransCentra and American Express (the “Servicing Agreement”) has been made under the undersigned officer’s supervision. To the best of such officer’s knowledge, based on such review, TransCentra has fulfilled its obligations under the Servicing Agreement in all material respects throughout the Reporting Period.

 

/s/ Matthew Pribus

Matthew Pribus
Executive VP of Strategic Operations

February 6, 2013

www.transcentra.com

tel: 678-728-2500        fax: 678-728-2501

4855 Peachtree Industrial Boulevard, Suite 245, Norcross, Georgia 30092

EX-35.4 14 d503589dex354.htm EX-35.4 EX-35.4

EXHIBIT 35.4

SERVICER COMPLIANCE STATEMENT

American Express Centurion Bank

American Express Credit Account Master Trust

Reporting Period January 1, 2012 to December 31, 2012

The undersigned, a duly authorized officer of American Express Centurion Bank (“AECB”), a wholly owned subsidiary of American Express Travel Related Services Company, Inc. (“TRS”), pursuant to the Amended and Restated Supplemental Servicing Agreement, dated as of March 30, 2010, among TRS, AECB, American Express Bank, FSB, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, and American Express Receivables Financing Corporation II (the “Agreement”), does hereby certify that:

1. AECB performs certain servicing procedures on behalf of TRS under the Agreement.

2. The undersigned is duly authorized to execute and deliver this Certificate.

3. A review of AECB’s activities during the reporting period and of its performance under the Agreement has been made under my supervision.

4. To the best of my knowledge, based on such review, AECB has fulfilled all of its obligations under the Agreement in all material respects throughout the reporting period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 20th day of March, 2013.

 

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
EX-35.5 15 d503589dex355.htm EX-35.5 EX-35.5

EXHIBIT 35.5

SERVICER COMPLIANCE STATEMENT

American Express Bank, FSB

American Express Credit Account Master Trust

Reporting Period January 1, 2012 to December 31, 2012

The undersigned, a duly authorized officer of American Express Bank, FSB (“AEFSB”), a wholly owned subsidiary of American Express Travel Related Services Company, Inc. (“TRS’’), pursuant to the Amended and Restated Supplemental Servicing Agreement, dated as of March 30, 2010, among TRS, AEFSB, American Express Centurion Bank, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, and American Express Receivables Financing Corporation II (the “Agreement”), does hereby certify that:

1. AEFSB performs certain servicing procedures on behalf of TRS under the Agreement.

2. The undersigned is duly authorized to execute and deliver this Certificate.

3. A review of AEFSB’s activities during the reporting period and of its performance under the Agreement has been made under my supervision.

4. To the best of my knowledge, based on such review, AEFSB has fulfilled all of its obligations under the Agreement in all material respects throughout the reporting period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 20th day of March, 2013.

 

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, U S Banking
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