The exchange offers will expire at the expiration date, which will be 11:59 p.m., New York City time, on December 11, 2012, unless extended or earlier terminated by American Express.
The early settlement date is expected to be December 3, 2012 and will apply to all old notes validly tendered and accepted for exchange pursuant to the terms and conditions of the applicable exchange offer as of the early participation date. The final settlement date is expected to be December 13, 2012 and will apply to all old notes validly tendered and accepted for exchange pursuant to the terms and conditions of the applicable exchange offer after the early participation date but at or prior to the expiration date.
Each exchange offer is being conducted by American Express upon the terms and subject to the conditions set forth in the confidential offering circular and related letter of transmittal. The exchange offers are only made, and copies of the offering documents will only be made available, to holders of old notes that have certified their status as (1) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act of 1933, as amended or (2)(A) a person other than a “U.S. person” as defined in Rule 902 under the Securities Act and (B) if resident and/or located in any Member State of the European Economic Area that has implemented provisions of the Directive 2003/71/EC (as amended, including pursuant to Directive 2010/73/EU, the “Prospectus Directive”), a qualified investor as defined in Article 2.1(e) of the Prospectus Directive (each, an “Eligible Holder”).
Each exchange offer is subject to the condition that a minimum of $500 million aggregate principal amount of new notes of the relevant series be issued in exchange for old notes of the relevant series, as well as certain other conditions as described in the confidential offering circular.
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