UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

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

For the fiscal year ended December 31, 20142016

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: 000-20787-07

 

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

(Exact name of Issuing Entity as specified in respect of the Certificates)its charter)

 

 

 

AMERICAN EXPRESSAmerican Express

RECEIVABLESReceivables

FINANCINGFinancing

CORPORATION II

AMERICAN EXPRESS

RECEIVABLES

FINANCING

CORPORATIONCorporation III LLC

 

AMERICAN EXPRESSAmerican Express

RECEIVABLESReceivables

FINANCINGFinancing

CORPORATIONCorporation IV LLC

(Exact name of Depositor

as specified in its charter)

(Exact name of Depositor

as specified in its charter)

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

 

AMERICAN EXPRESS CENTURION BANK

American Express

Centurion Bank

 AMERICAN EXPRESS BANK,

American Express

Bank, FSB

(Exact name of Sponsor as

specified in its charter)

(Exact name of Sponsor as

specified in its charter)

(Exact nameCommission File Number of Sponsors as specified in their respective charters)Issuing Entity: 000-20787-07

Central Index Key Number of Issuing Entity: 0001003509

Commission File Number

of Depositor:

 

Commission File Number

of Depositor:

333-113579-02 333-113579-01

Central Index Key Number

of Depositor:

 

Central Index Key Number

of Depositor:

0001283434 0001283435

Central Index Key Number

of Sponsor:

 

Central Index Key Number

of Sponsor:

0000949348 0001647722

 

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☐ [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 Form10-K:

 

Item 1.Business.

 

Item 1A.Risk Factors.

 

Item 2.Properties.

 

Item 3.Legal Proceedings.

 

Item 1B.Unresolved Staff Comments.

Not Applicable.

 

Item 4.Mine Safety Disclosures.

Not Applicable.

Substitute Information provided in accordance with General Instruction J to Form10-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.

DuringIn the last several years as regulatory interest in credit card network pricing to merchants or termsordinary course of merchant rules and contracts has increased,business, American Express Company and its subsidiaries (“American Express”the Company”) have respondedare subject to manyvarious pending and potential legal actions, arbitration proceedings, claims, investigations, examinations, information gathering requests, subpoenas, inquiries from banking and competition authorities throughout the world.matters relating to compliance with laws and regulations (collectively, legal proceedings).

In 2010, the DOJ, along with Attorneys General from Arizona, Connecticut, Hawaii (Hawaii has since withdrawn its claim), Idaho, Illinois, Iowa, Maryland, Michigan, Missouri, Montana, Nebraska, New Hampshire, Ohio, Rhode Island, Tennessee, Texas, Utah and Vermont filed a complaint in the U.S. District Court for the Eastern District of New York against American Express,the Company, MasterCard International Incorporated and Visa, Inc., alleging a violation of Section 1 of the Sherman Antitrust Act.Act (the DOJ case). The complaint allegesincluded allegations that provisions in the defendants’ policiesCompany’s merchant agreements prohibiting merchants from steering a customer to use another network’s card or another type of general-purpose card or another method of payment (“anti-steering”and “non-discrimination” rules and contractual provisions) violate the antitrust laws. The complaint seekssought a judgment permanently enjoining the defendantsCompany from enforcing their anti-steering andits non-discrimination rules and contractual provisions. The complaint doesdid not seek monetary damages.

Followinga non-jury trial in the DOJ case, the trial court found that the challenged provisions were anticompetitive and on April 30, 2015, the court issued a final judgment entering a permanent injunction. Following the Company’s appeal of this judgment, on September 26, 2016, the Court of Appeals for the Second Circuit reversed the trial court decision and directed the trial court to enter a judgment for American Express. Following denial of rehearing en banc by the Court of Appeals for the Second Circuit, the trial court entered judgment for the Company on January 25, 2017. The DOJ matter was coordinated pre-trial withand states may seek further review by the U.S. Supreme Court.


In addition to the DOJ case, individual merchant cases and a putative class actionsaction, collectively captioned In re: American Express Anti-Steering Rules Antitrust Litigation (II), are pending in the Eastern District of New York against American Express brought by merchantsthe Company alleging that the “anti-steering”its anti-steering provisions in its merchant card acceptance agreements with the plaintiffs violate federalU.S. antitrust laws. As alleged by the plaintiffs, these provisions prevent merchants from steering consumers or offering consumers incentives to use alternative forms of payment when consumers wish to use an American Express-branded card. PlaintiffsThe individual merchant cases seek damages in unspecified amounts and injunctive relief. ArbitrationThese matters, including a trial previously scheduled in the individual merchant cases, had been stayed pending resolution of the appeal in the DOJ case. Further proceedings are anticipated.

Individual merchants have initiated arbitration proceedings raising similar claims also have been filed.concerning the anti-steering provisions in the Company’s card acceptance agreements and seeking damages. The Company is vigorously defending against those claims.

In July 2004, American Expressthe Company was named as a defendant in aanother putative class action filed in the Southern District of New York and subsequently transferred to the Eastern District of New York, captionedThe Marcus Corporation v. American Express Company, et al., in which the plaintiffs allege an unlawful antitrust tying arrangement between certain of American Express’the Company’s charge cards and credit cards in violation of various state and federal laws. The plaintiffs in these actionsthis action seek injunctive relief and an unspecified amount of damages.


In December 2013, American Expressthe Company announced a proposed settlement of theMarcus case and the putative class actionsaction challenging American Express’ “anti-steering” or non-discriminationits anti-steering provisions. The settlement, which provides for certain injunctive relief for the proposed classes, received preliminary approval in the United States District Court for the Eastern District of New York. TheOn August 4, 2015, the court denied final approval hearing was held on September 17, 2014 and American Express is awaiting decision.

A non-jury trial in the DOJ matter concluded on August 18, 2014. Closing arguments were held on October 9, 2014 following submission of post-trial proposed findings and briefs. On February 19, 2015, the trial court found that the challenged provisions were anticompetitive and will now determine the scope of the remedy when it enters judgment in the case. American Express intends to vigorously pursue an appealsettlement; further proceedings are anticipated.

On March 8, 2016, plaintiffs B&R Supermarket, Inc. d/b/a Milam’s Market and Grove Liquors LLC, on behalf of the decisionthemselves and judgment. A trial date for the individual merchant actions has not been set. Defendants’ motion for summary judgment in the individual merchant actions is pending.

In July 2004,others, filed a purported class action complaint,suit, captioned Ross,B&R Supermarket, Inc. d/b/a Milam’s Market, et al. v. American Express Company, American Express Travel Related ServicesVisa Inc., et al., for violations of the Sherman Antitrust Act, the Clayton Antitrust Act, California’s Cartwright Act and American Express Centurion Bank, was filedunjust enrichment in the United States District Court for the Northern District of California, against the Company, other credit and charge card networks, other issuing banks and EMVCo, LLC. Plaintiffs allege that the defendants, through EMVCo, conspired to shift liability for fraudulent, faulty and otherwise rejected consumer credit card transactions from themselves to merchants after the implementation of EMV chip payment terminals. Plaintiffs seek damages and injunctive relief. On June 24, 2016, the court granted the Company’s motion to transfer to the Southern District of New York alleging thatthe claims brought against the Company by merchants who accept American Express conspired with Visa, MasterCardcards. The court also granted plaintiffs’ leave to file an amended complaint and, Diners Club inon September 30, 2016, denied the setting of foreign currency conversion rates and in the inclusion of arbitration clauses in certain of their cardholder agreements. The suit seeks injunctive relief and unspecified damages. The class is definedCompany’s motion to dismiss as “all Visa, MasterCard and Diners Club general-purpose cardholdersto claims brought by merchants who used cards issued by any of the MDL Defendant Banks.”do not accept American Express Card Members are not part of the class. The settlement of the claims asserted on behalf of the damage class concerning foreign currency conversion rates was approved in 2012. On April 10, 2014, following a trial of the claims asserted by the injunction class concerning cardholder arbitration clauses, the Court dismissed plaintiffs’ claims and granted judgment in favor of American Express. Plaintiffs have appealed.cards.

In October 2009, a putative class action, captionedLopez, 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 sought to certify a class of California American Express Card Members whose interest rates were changed from fixed to variable in or around August 2009 or otherwise increased. On August 20, 2014, plaintiffs filed an amended nationwide complaint and an unopposed motion for preliminary approval of a settlement of the claims alleged in that complaint. The settlement provides for certain relief to class members, attorneys’ fees and costs of up to $6 million. On September 22, 2014, the motion for preliminary approval was denied without prejudice to renew. The parties are responding to the Court’s questions regarding the class notice and claims processes and the request for preliminary approval will be renewed.


PART II

The following Items have been omitted in accordance with General Instruction J to Form10-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 Form10-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 Form10-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 Form10-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) (“TransCentra”) (for itself and its wholly owned subsidiaries), 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 for the period covered by this Form10-K. 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, 2014,2016, which Reports on Assessment are attached as exhibits to this Form10-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 Form10-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

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.

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 2014,2016, 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 Form10-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 cardmembersCard Members 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 Form10-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, paying agent or custodial 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 for the period covered by this Form10-K. With the exception of ACSC, each Each of them has provided a Statement of Compliance for the period covered by this Form10-K (a “Compliance Statement”), in each case signed by an authorized officer thereof. Each Compliance Statement is attached as an exhibit to this Form10-K. Effective January 1, 2015, ACSC merged into TRS. Therefore, the Compliance Statement provided by TRS and the review and certification described therein encompass the servicing procedures performed by ACSC during the period covered by 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 RegulationS-K are listed in the Exhibit Index.
 (b)  The exhibits filed in response to Item 601 of RegulationS-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/ Todd N. BorenDenise D. Roberts

Name:Todd N. BorenDenise D. Roberts
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 27, 20152017


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).

 

  3.1Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 3.1 of FormS-3/A, filed April 20, 2004, FileNo. 333-113579).
  3.2Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 3.2 of FormS-3/A, filed April 20, 2004, FileNo. 333-113579).
  4.1American 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, filed March 14, 2006, File No. 000-20787-07).
  4.2First 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. 000-20787-07).
  4.3Second 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. 000-20787-07).
  4.4Third Amendment to the PoolingAmended and Servicing Agreement, dated February 24, 2009 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 24, 2009, File No. 000-20787-07).
  4.5Fourth 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. 000-20787-07).
  4.6Fifth Amendment to the Pooling and Servicing Agreement, dated May 10, 2013 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 10, 2013, File No. 000-20787-07).
  4.7Sixth Amendment to the Pooling and Servicing Agreement, dated January 29, 2014 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated January 29, 2014, File No. 000-20787-07).
  4.8Supplemental Assumption Agreement, dated June 27, 1996, between American Express Centurion Bank, as Assignor, and American Express Deposit Corporation, as Assignee, with respect to the Pooling and Servicing Agreement Governing the American Express Credit Account Master Trust (incorporated by reference to Exhibit 4.3 of Form 8-K, dated July 15, 1996, File No. 000-20787-07).
  4.9Form 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).
  4.10Receivables 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).
  4.11First 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).
  4.12Second 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 24, 2009, File No. 000-20787-07).
  4.13Third 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. 000-20787-07).
  4.14Fourth Amendment to the Receivables Purchase Agreement, dated May 10, 2013, 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 May 10, 2013, File No. 000-20787-07).


  4.15Receivables 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).
  4.16First 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).
  4.17Second 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 24, 2009, File No. 000-20787-07).
  4.18Third 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).
  4.19Fourth Amendment to the Receivables Purchase Agreement, dated May 10, 2013, 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 May 10, 2013, File No. 000-20787-07).
  4.20Series 2008-2 Supplement, dated February 22, 2008, supplementing theRestated 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. 000-20787-07).
  4.21Series 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. 000-20787-07).
  4.22Series 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 by reference to Exhibit 4.1 of Form 8-K, dated as of June 22, 2012, File No. 000-20787-07).
  4.23Series 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 by reference to Exhibit 4.1 of Form 8-K, dated as of August 21, 2012, File No. 000-20787-07).
  4.24Series 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 by reference to Exhibit 4.2 of Form 8-K, dated as of August 21, 2012, File No. 000-20787-07).
  4.25Series 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 by reference to Exhibit 4.1 of Form 8-K, dated as of November 8, 2012, File No. 000-20787-07).
  4.26Series 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 by reference to Exhibit 4.2 of Form 8-K, dated as of November 8, 2012, File No. 000-20787-07).
  4.27Series 2013-1 Supplement, dated as of July 25, 2013, 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 25, 2013, File No. 000-20787-07).
  4.28Series 2013-2 Supplement, dated as of November 13, 2013, 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 November 13, 2013, File No. 000-20787-07).


  4.29Series 2013-3 Supplement, dated as of November 13, 2013, 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 November 13, 2013, File No. 000-20787-07).
  4.30Series 2014-1 Supplement,dated as of May 19, 2014, 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 May 19, 2014, File No. 000-20787-07).
  4.31Series 2014-2 Supplement, dated as of July 1, 2014, 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 July 1, 2014, File No. 000-20787-07).
  4.32Series 2014-3 Supplement, dated as of September 22, 2014, 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 22, 2014, File No. 000-20787-07).
  4.33Series 2014-4 Supplement, dated as of November 19, 2014, 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 19, 2014, File No. 000-20787-07).
  4.34Series 2014-5 Supplement, dated as of November 19, 2014, 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 4.2 of Form 8-K, dated as of November 19, 2014, File No. 000-20787-07).
  4.35Amendment to Series Supplements, dated as of March 5, 2008,20, 2016, 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 Mellon, as trustee and securities intermediary (incorporated by reference to Exhibit 4.1 of Form8-K, dated as of March 14, 2008,July 20, 2016, FileNo. 000-20787-07).
  4.364.2Omnibus Amendment to Series Supplements,Amended and Restated Receivables Purchase Agreement, dated as of March 5, 2008, amongJuly 20, 2016, between American Express Receivables Financing Corporation II,Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.3 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
  4.3Amended and Restated Receivables Purchase Agreement, dated as of July 20, 2016, between American Express Bank, FSB 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 4.24.4 of Form8-K, dated March 14, 2008,July 20, 2016, FileNo. 000-20787-07).
  4.374.4Amendment to Series 2009-12008-2 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.February 22, 2008, supplementing the Pooling and The Bank of New York MellonServicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated as of October 2, 2009,February 22, 2008, FileNo. 000-20787-07).
  4.384.5Omnibus Amendment to Group I Series Supplements,2012-1 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.June 22, 2012, supplementing the Pooling and The Bank of New York MellonServicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.24.1 of Form8-K, dated June 22, 2012, FileNo. 000-20787-07).
  4.6Series2012-4 Supplement, dated as of October 2, 2009,November 8, 2012, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated November 8, 2012, FileNo. 000-20787-07).
  4.7Series2013-1 Supplement, dated as of July 25, 2013, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated July 25, 2013, FileNo. 000-20787-07).
  4.8Series2013-2 Supplement, dated as of November 13, 2013, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated November 13, 2013, FileNo. 000-20787-07).
  4.9Series2014-1 Supplement, dated as of May 19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated May 19, 2014, FileNo. 000-20787-07).
  4.10Series2014-2 Supplement, dated as of July 1, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated July 1, 2014, FileNo. 000-20787-07).
  4.11Series2014-3 Supplement, dated as of September 22, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated September 22, 2014, FileNo. 000-20787-07).
  4.12Series2014-4 Supplement, dated as of November 19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated November 19, 2014, FileNo. 000-20787-07).


  4.394.13Series2014-5 Supplement, dated as of November 19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form8-K, dated November 19, 2014, FileNo. 000-20787-07).
  4.14Series2015-1 Supplement, dated as of July 20, 2015, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated July 20, 2015, FileNo. 000-20787-07).
  4.15Series2016-E-I Supplement, dated as of June 7, 2016, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.01 of Form8-K, dated June 7, 2016, FileNo. 000-20787-07).
  4.16Series2016-E-II Supplement, dated as of June 7, 2016, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.02 of Form8-K, dated June 7, 2016, FileNo. 000-20787-07).
  4.17Series2017-1 Supplement, dated as of February 21, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated February 21, 2017, FileNo. 000-20787-07).
  4.18Series2017-2 Supplement, dated as of February 21, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form8-K, dated February 21, 2017, FileNo. 000-20787-07).
  4.19Omnibus 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 Form8-K, dated as of October 2, 2009, FileNo. 000-20787-07).
  4.404.20Omnibus Amendment to Series Supplements, dated as of January 29, 2014, 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 Form8-K, dated as of January 29, 2014, FileNo. 000-20787-07).
  31.1*4.21CertificationOmnibus Amendment to Series Supplements, dated as of Anderson Y. Lee pursuantJuly 20, 2016, 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 Section 302Exhibit 4.2 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2014 to and including December 31, 2014.Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
  31.2*10.1CertificationAsset Representations Review Agreement, dated as of Todd N. Boren pursuantJuly 20, 2016, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated by reference to Section 302Exhibit 10.1 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2014 to and including December 31, 2014.Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
  31.3*10.2First Amendment to Asset Representations Review Agreement, dated as of February 21, 2017, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated February 21, 2017, FileNo. 000-20787-07).
31.1*Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 20142016 to and including December 31, 2014.2016.
31.2*Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2016 to and including December 31, 2016.
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.
34.2*Attestation Report of Porter Keadle Moore LLC 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 TransCentra, Inc.
35.3*Servicer Compliance Statement of American Express Centurion Bank.
35.4*Servicer Compliance Statement of American Express Bank, FSB.
99.1Second Amended and Restated Supplemental Servicing Agreement, dated as of June 30, 2004,July 20, 2016, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation II,III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 of Form8-K, dated July 20, 2016, File No,000-20787-07).
99.2Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of July 20, 2016, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.6 of Form S-3/A filed March 23, 2006,8-K, dated July 20, 2016, FileNo. 333-130508-01)000-20787-07).
  99.2Amendment to Supplemental Servicing Agreement, dated as of May 10, 2013, 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 99.2 of Form 10-K, dated as of March 20, 2014, File No. 000-20787-07).
99.3Defaulted Receivables Supplemental Servicing Agreement, dated as of May 10, 2013, 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 99.4 of Form 10-K, dated as of March 20, 2014, File No. 000-20787-07).


  99.4Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 of FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
  99.599.4Amendment 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 FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
  99.699.5Amendment 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 FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
  99.799.6Amendment Agreement NumberFLL-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 FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
  99.899.7Amendment Agreement NumberFLL-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 FormS-3/A, filed March 23, 2006, FileNo. 333-130508-01).
  99.999.8Amendment Agreement NumberFLL-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 FormS-3, filed March 30, 2006, FileNo. 333-130508-01).
  99.1099.9Amendment Agreement NumberNYC-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 FormS-3/A filed January 30, 2009, FileNo. 333-155765-03).
  99.1199.10Amendment NumberNYC-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 Form8-K, dated October 30, 2009, FileNo. 000-20787-07).
  99.1299.11Amendment NumberNYC-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 Form8-K, dated October 30, 2009, FileNo. 000-20787-07).
  99.1399.12Amendment 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 FormS-3, filed February 2, 2012, FileNo. 333-179309-03).


  99.1499.13Amendment Agreement Number AMEND-CW2268976,AMEND-CW2423241, dated as of October 31, 2013,30, 2016, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated October 31, 2013, Filed 30, 2016, FileNo. 000-20787-07).
99.14Amendment Agreement Number AMEND-CW2428684, dated as of January 30, 2017, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated January 30, 2017, FileNo. 000-20787-07).
99.15Amendment Agreement Number AMEND-CW2392916, dated as of February 23, 2017, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated February 23, 2017, FileNo. 000-20787-07).