EX-4.1



 





Exhibit
4.1




 





AMERICAN EXPRESS ISSUANCE TRUST




AMENDED AND RESTATED TRUST AGREEMENT




between




AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION V LLC,




as Beneficiary and Transferor,




and




WILMINGTON TRUST COMPANY




Dated as of November 1, 2007




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	ARTICLE I
	 	 	 	 
	 	 	DEFINITIONS
	 	 	 	 
	Section 1.01.
	 	Definitions

	 	 	1	 
	Section 1.02.
	 	Other Definitional Provisions

	 	 	5	 
	 
	 	 	ARTICLE II
	 	 	 	 
	 	 	ORGANIZATION
	 	 	 	 
	 
	Section 2.01.
	 	Name

	 	 	6	 
	Section 2.02.
	 	Office

	 	 	6	 
	Section 2.03.
	 	Purposes and Powers; Trust To Operate as a Single Purpose Entity

	 	 	6	 
	Section 2.04.
	 	Appointment of Owner Trustee

	 	 	9	 
	Section 2.05.
	 	Initial Capital Contribution of Trust Estate

	 	 	9	 
	Section 2.06.
	 	Declaration of Trust

	 	 	9	 
	Section 2.07.
	 	Title to Trust Estate

	 	 	9	 
	Section 2.08.
	 	Situs of Trust

	 	 	9	 
	Section 2.09.
	 	Nature of Interest in the Trust Estate

	 	 	11	 
	Section 2.10.
	 	Tax Matters

	 	 	11	 
	Section 2.11.
	 	Fiscal Year

	 	 	11	 
	Section 2.12.
	 	Closing

	 	 	11	 
	Section 2.13.
	 	Books and Records

	 	 	11	 
	Section 2.14.
	 	Limitation on Liability of Transferor and Others

	 	 	11	 
	Section 2.15.
	 	Representations and Warranties of each Beneficiary

	 	 	11	 
	 
	 	 	ARTICLE III
	 	 	 	 
	 	 	BENEFICIAL INTEREST
	 	 	 	 
	 
	Section 3.01.
	 	Initial Ownership

	 	 	12	 
	Section 3.02.
	 	Restrictions on Transfer

	 	 	12	 
	 
	 	 	ARTICLE IV
	 	 	 	 
	 	 	DISTRIBUTIONS OF FUNDS
	 	 	 	 
	 
	Section 4.01.
	 	Distribution of Funds

	 	 	13	 
	Section 4.02.
	 	Payments from Trust Estate Only

	 	 	13	 
	Section 4.03.
	 	Method of Payment

	 	 	13	 
	Section 4.04.
	 	Transferor Interest; Transferor Certificates

	 	 	13	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	ARTICLE V
	 	 	 	 
	 	 	ACTIONS BY OWNER TRUSTEE
	 	 	 	 
	 
	Section 5.01.

	 	Prior Notice to Beneficiary and Transferor with Respect to Certain Matters


	 	 	14	 
	Section 5.02.
	 	Restrictions on Power

	 	 	15	 
	 
	 	 	ARTICLE VI
	 	 	 	 
	 	 	AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	 	 
	 
	Section 6.01.
	 	Action Upon Instructions

	 	 	15	 
	Section 6.02.
	 	No Duty to Act Under Certain Circumstances

	 	 	16	 
	Section 6.03.
	 	No Duties Except Under Specified Agreements or Instructions

	 	 	16	 
	Section 6.04.
	 	Trust Operation

	 	 	17	 
	Section 6.05.
	 	Execution of Documents

	 	 	18	 
	 
	 	 	ARTICLE VII
	 	 	 	 
	 	 	CONCERNING THE TRUSTEE BANK
	 	 	 	 
	 
	Section 7.01.
	 	Acceptance of Trusts and Duties

	 	 	18	 
	Section 7.02.
	 	Furnishing of Documents

	 	 	19	 
	Section 7.03.
	 	Representations and Warranties

	 	 	19	 
	Section 7.04.
	 	Reliance; Advice of Counsel

	 	 	20	 
	Section 7.05.
	 	Not Acting in Individual Capacity

	 	 	20	 
	Section 7.06.
	 	No Representations and Warranties as to the Trust Estate

	 	 	21	 
	Section 7.07.
	 	Signature of Returns

	 	 	21	 
	Section 7.08.
	 	Trustee Bank May Own Notes

	 	 	21	 
	 
	 	 	ARTICLE VIII
	 	 	 	 
	 	 	COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION
	 	 	 	 
	 
	Section 8.01.
	 	Trustee Bank’s Fees and Expenses

	 	 	21	 
	Section 8.02.
	 	Indemnification

	 	 	21	 
	Section 8.03.
	 	Payments to the Owner Trustee

	 	 	22	 
	 
	 	 	ARTICLE IX
	 	 	 	 
	 	 	TERMINATION OF TRUST AGREEMENT
	 	 	 	 
	 
	Section 9.01.
	 	Termination of Trust Agreement

	 	 	22	 






-ii-





 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	ARTICLE X
	 	 	 	 
	 	 	SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES
	 	 	 	 
	 
	Section 10.01.
	 	Eligibility Requirements for Owner Trustee

	 	 	22	 
	Section 10.02.
	 	Resignation or Removal of Owner Trustee

	 	 	23	 
	Section 10.03.
	 	Successor Owner Trustee

	 	 	24	 
	Section 10.04.
	 	Merger or Consolidation of Owner Trustee

	 	 	24	 
	Section 10.05.
	 	Appointment of Co-Trustee or Separate Owner Trustee

	 	 	24	 
	 
	 	 	ARTICLE XI
	 	 	 	 
	 
	 	 	MISCELLANEOUS
	 	 	 	 
	Section 11.01.
	 	Supplements and Amendments

	 	 	26	 
	Section 11.02.
	 	No Legal Title to Trust Estate in Beneficiary

	 	 	27	 
	Section 11.03.
	 	Limitations on Rights of Others

	 	 	27	 
	Section 11.04.
	 	Notices

	 	 	27	 
	Section 11.05.
	 	Severability

	 	 	27	 
	Section 11.06.
	 	Separate Counterparts

	 	 	28	 
	Section 11.07.
	 	Successors and Assigns

	 	 	28	 
	Section 11.08.
	 	Nonpetition Covenants

	 	 	28	 
	Section 11.09.
	 	No Recourse

	 	 	28	 
	Section 11.10.
	 	Headings

	 	 	28	 
	Section 11.11.
	 	GOVERNING LAW

	 	 	28	 
	Section 11.12.
	 	Acceptance of Terms of Agreement

	 	 	29	 
	Section 11.13.
	 	Integration of Documents

	 	 	29	 
	 
	 	 	ARTICLE XII
	 	 	 	 
	 
	 	 	COMPLIANCE WITH REGULATION AB
	 	 	 	 
	Section 12.01.
	 	Intent of the Parties; Reasonableness

	 	 	29	 
	Section 12.02.
	 	Information to Be Provided by the Trustee Bank

	 	 	29	 






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          This AMERICAN EXPRESS ISSUANCE TRUST AMENDED AND RESTATED TRUST AGREEMENT between AMERICAN
EXPRESS RECEIVABLES FINANCING CORPORATION V LLC, a Delaware limited liability company, as
Beneficiary and as Transferor, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, is
made and entered into as of November 1, 2007, and acknowledged and accepted by the AMERICAN EXPRESS
ISSUANCE TRUST.




          WHEREAS, American Express Receivables Financing Corporation V LLC and the Trustee Bank have
heretofore created a statutory trust pursuant to the Delaware Statutory Trust Act (as hereinafter
defined) by filing the Certificate of Trust (as hereinafter defined) with the Secretary of State
(as hereinafter defined) on May 18, 2005, and entered into a Trust Agreement, dated as of May 18,
2005 (the “Original Trust Agreement”); and




          WHEREAS, the parties hereto desire to continue the Trust as a statutory trust under the
Delaware Statutory Trust Act and to amend and restate the Original Trust Agreement in its entirety.




               NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



ARTICLE I




DEFINITIONS




          Section 1.01. Definitions. For purposes of this Agreement, the following terms have
the following meanings:




          “Additional Transferor” has the meaning specified in the Transfer and Servicing
Agreement.




          “Administrator” means TRS, in its capacity as Administrator pursuant to the Transfer
and Servicing Agreement, and any permitted successors or assigns.




          “Adverse Effect” has the meaning specified in the Indenture.




          “Affiliate” has the meaning specified in the Indenture.




          “Agreement” means this American Express Issuance Trust Amended and Restated Trust
Agreement, as the same may be amended, modified or supplemented from time to time.




          “Beneficial Interest” means the undivided beneficial interest of the Beneficiary in
the Trust.




          “Beneficiary” means (a) RFC V, as beneficial owner of the Trust, and (b) each
Permitted Affiliate Transferee and other transferee under Section 3.02. References to
“each


 









 







           Beneficiary” shall refer to each entity mentioned in the preceding sentence, and references to
“the Beneficiary” shall refer to all of such entities.




          “Business Day” has the meaning specified in the Indenture.




          “Certificate of Trust” means the Certificate of Trust of the Trust in the form
attached hereto as Exhibit A which has been filed for the Trust pursuant to subsection
3810(a) of the Delaware Statutory Trust Act.




          “Class” means, with respect to any Note, the Class specified in the applicable
Indenture Supplement.




          “Code” means the Internal Revenue Code of 1986, as it may be amended from time to
time.




          “Collateral Certificate” has the meaning specified in the Transfer and Servicing
Agreement.




          “Commission” means the Securities and Exchange Commission.




          “Corporate Trust Office” means, with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration; or such other
address as the Owner Trustee may designate by notice to the Beneficiary and the Transferor, or the
principal corporate trust office of any successor Owner Trustee (the address of which the successor
Owner Trustee will notify the Beneficiary and the Transferor).




          “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. §§ 3801, et seq., as amended from time to time, and any successor statute
thereto.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Expenses” has the meaning specified in Section 8.02.




          “GAAP” has the meaning specified in the Indenture.




          “Governmental Authority” means the United States of America, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.




          “Indemnified Parties” has the meaning specified in Section 8.02.




          “Indenture” means the Amended and Restated Indenture, dated as of November 1, 2007,
between the Trust and the Indenture Trustee, which by its terms is identified as being the
Indenture referred to herein, as the same may be amended, restated, supplemented or otherwise
modified from time to time.




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          “Indenture Supplement” has the meaning specified in the Indenture.




          “Indenture Trustee” means The Bank of New York, not in its individual capacity but
solely as Indenture Trustee under the Indenture, and each successor Indenture Trustee under such
Indenture, or such other party identified as the Indenture Trustee within the Indenture.




          “Investor Certificate” has the meaning specified in the Indenture.




          “Issuer Accounts” has the meaning specified in the Transfer and Servicing Agreement.




          “Issuer Tax Opinion” has the meaning specified in the Indenture.




          “Master Trust” has the meaning specified in the Indenture.




          “Master Trust Tax Opinion” has the meaning specified in the Indenture.




          “Note” has the meaning specified in the Indenture.




          “Noteholder” has the meaning specified in the Indenture.




          “Note Rating Agency” has the meaning specified in the Indenture.




          “Outstanding Dollar Principal Amount” has the meaning specified in the Indenture.




          “Owner Trustee” means Wilmington Trust Company, a Delaware banking corporation, not in
its individual capacity but solely in its capacity as owner trustee hereunder, and each successor
trustee under Article X, in its capacity as owner trustee hereunder, and each co-trustee
under and to the extent provided in Section 10.05, in its capacity as owner trustee
hereunder.




          “Permitted Affiliate Transferee” is defined in Section 3.02.




          “Person” has the meaning specified in the Indenture.




          “Pooling and Servicing Agreement” has the meaning specified in the Indenture.




          “Receivables” has the meaning specified in the Transfer and Servicing Agreement.




          “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,056, 1,531 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.




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          “Requirements of Law” means, for any Person, the certificate of incorporation or
articles of association and by-laws or other organizational or governing documents of such Person,
and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental
Authority, in each case applicable to or binding upon such Person or to which such Person is
subject, whether federal, state or local (including without limitation, usury laws, the Federal
Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal
Reserve System).




          “Responsible Officer” means, when used with respect to the Owner Trustee, any officer
within the Corporate Trust Office of the Trustee Bank (or any successor group of the Trustee Bank),
including any Vice President or any other officer of the Trustee Bank customarily performing
functions similar to those performed by any person who at the time will be an above-designated
officer and who will have direct responsibility for the administration of this Agreement.




          “RFC V” means American Express Receivables Financing Corporation V LLC, a Delaware
limited liability company, and its permitted successors and assigns.




          “Secretary of State” means the Office of the Secretary of State of the State of
Delaware.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Securitization Transaction” means any transaction involving a new issuance of notes
pursuant to the Indenture, whether publicly offered or privately placed, rated or unrated.




          “Series” has the meaning specified in the Indenture.




          “Series Supplement” has the meaning specified in the Indenture.




          “Servicer” has the meaning specified in the Transfer and Servicing Agreement.




          “Tranche” has the meaning specified in the Indenture.




          “Transaction Documents” means the Indenture, any Indenture Supplement thereto, the
Certificate of Trust, this Agreement and the Transfer and Servicing Agreement and other documents
delivered in connection herewith and therewith.




          “Transfer and Servicing Agreement” means the Amended and Restated Transfer and
Servicing Agreement, dated as of November 1, 2007, among the Trust, as Issuer, RFC V, as
Transferor, TRS, as Servicer and Administrator, and The Bank of New York, as Indenture Trustee, as
the same may be amended, restated, supplemented or otherwise modified from time to time.




          “Transferor” means (a) RFC V or its successors under the Transfer and Servicing
Agreement and (b) any Additional Transferor or Additional Transferors to the extent permitted under
the Transfer and Servicing Agreement. References to “each Transferor” shall refer to each


-4-









 







entity mentioned in the preceding sentence and references to “the Transferor” shall refer to
all of such entities.




          “Transferor Interest” has the meaning specified in the Transfer and Servicing
Agreement.




          “TRS” means American Express Travel Related Services Company, Inc., a New York
corporation, and its permitted successors and assigns.




          “Trust” means the statutory trust created by this Agreement and the filing of the
Certificate of Trust with the Secretary of State.




          “Trust Estate” has the meaning specified in Section 2.06.




          “Trustee Bank” means Wilmington Trust Company in its individual capacity, each bank
appointed as successor Owner Trustee under Article X in its individual capacity and each
bank appointed as co-trustee under and to the extent provided in Section 10.05 in its
individual capacity.




          “UCC” means the Uniform Commercial Code as in effect in the State of Delaware and any
other applicable jurisdiction.




          Section 1.02. Other Definitional Provisions. (a) Capitalized terms used herein and
not otherwise defined have the meanings specified in the Transfer and Servicing Agreement or, if
not defined therein, in the Indenture.




          (b) All terms defined in this Agreement will have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.




          (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, will have the respective meanings given to
them under GAAP. To the extent that the definitions of accounting terms in this Agreement or in
any such certificate or other document are inconsistent with the meanings of such terms under GAAP,
the definitions contained in this Agreement or in any such certificate or other document will
control.




          (d) The words “hereof,” “herein,” “hereunder,” and words of similar import when used in this
Agreement will refer to this Agreement as a whole and not to any particular provision of this
Agreement; Section and Exhibit references contained in this Agreement are references to Sections
and Exhibits in or to this Agreement unless otherwise specified; and the term “including” will mean
“including without limitation.”




          (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.




-5-









 








ARTICLE II




ORGANIZATION




          Section 2.01. Name. The Trust created hereby is named “American Express Issuance
Trust,” under which name the Trust, the Owner Trustee, the Administrator or the Beneficiary may
conduct any activities and business of the Trust contemplated hereby, execute contracts and other
instruments on behalf of the Trust and sue and be sued on behalf of the Trust.




          Section 2.02. Office. The office of the Trust will be in care of the Owner Trustee at
the Corporate Trust Office or at such other address in the State of Delaware as the Owner Trustee
may designate by written notice to the Beneficiary and the Transferor.




          Section 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a)
The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing
Notes under the Indenture and related activities. Without limiting the generality of the
foregoing, the Trust may and will have the power and authority to:





          (i) acquire and hold the Trust Estate;




          (ii) from time to time, grant a security interest in the Trust Estate, and grant a
security interest in accounts established for the benefit of indebtedness of the Trust under
the Indenture;




          (iii) from time to time, authorize and approve the issuance of, and to execute, deliver
and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and,
in connection therewith, determine the terms and provisions of such Notes and of the
issuance and sale thereof, including the following:



               (A) determining the principal amount of the Notes;




               (B) determining the maturity date of the Notes;




               (C) determining the rate of interest, if any, to be paid on the Notes;




               (D) determining the price or prices at which such Notes will be sold by the Trust;




               (E) determining the provisions, if any, for the redemption or amortization of such Notes;




               (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or
other instruments under which the Notes may be issued and the banks or trust companies to act as
trustees, fiscal agents and paying agents thereunder,




               (G) preparing and filing all documents necessary or appropriate in connection with the
registration of the Notes under the Securities Act, the qualification of


-6-









 







indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any
other applicable federal, foreign, state, local or other governmental requirements;




               (H) preparing any prospectus, offering memorandum, private placement memorandum or other
descriptive material relating to the offering or issuance of the Notes;




               (I) listing the Notes on any United States or non-United States securities exchange;




               (J) entering into one or more interest rate, basis, credit default or currency swaps, caps,
collars, guaranteed investment contracts or other derivative agreements with counterparties to
manage interest rate, basis or currency risk relating to the Notes;




               (K) entering into one or more supplemental credit enhancement agreements or liquidity
agreements;




               (L) appointing a paying agent or agents for purposes of payments on the Notes; and




               (M) arranging for the underwriting, subscription, purchase or placement of the Notes and
selecting underwriters, managers and purchasers or agents for that purpose;





          (iv) from time to time, receive payments and proceeds with respect to the Trust Estate
and the Indenture and either invest or distribute those payments and proceeds;




          (v) from time to time, make deposits to and withdrawals from accounts established under
the Indenture;




          (vi) from time to time, make and receive payments pursuant to derivative agreements,
supplemental credit enhancement agreements and supplemental liquidity agreements;




          (vii) from time to time, make payments on the Notes;




          (viii) from time to time, acquire additional collateral to be included in the Trust
Estate;




          (ix) from time to time, perform such obligations and exercise and enforce such rights
and pursue such remedies as may be appropriate by virtue of the Trust being party to any of
the agreements contemplated in clauses (i) through (viii) above;




          (x) execute, deliver and perform the Transaction Documents to which it is to be a
party, the Notes and any Transferor Certificates, and all other documents, certificates and
agreements necessary or incidental in connection therewith (including, without limitation,
the documents listed in subsection 2.03(b));



-7-









 






          (xi) issue the Transferor Interest to the Transferor in accordance with subsection
4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b);
and




          (xii) subject to compliance with the Transaction Documents, engage in such other
related activities as may be required or convenient in connection with conservation of the
Trust Estate and the making of payments to the Noteholders and distributions to the
applicable Transferor.



     In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept,
such instruments, agreements, certificates, UCC financing statements and other documents, and
create such security interests, as may be necessary or desirable in connection therewith, and (y)
subject to the terms of this Agreement, take such other action as may be necessary or incidental to
the foregoing.



     (b) Notwithstanding any other provision of this Agreement, the Trust, and each of the
Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby
authorized and will have the power to execute and deliver from time to time loan agreements,
underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private
placement agreements, swap and other derivative agreements, including performance agreements,
indentures, indenture supplements, terms documents, notes, security agreements and other agreements
and instruments as are consistent with the purposes of the Trust. Without limiting the generality
of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner
Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any
further act, vote or approval, and notwithstanding any other provision of this Agreement, the
Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or
securities relating to the purposes of the Trust, including:




     (i) the Transaction Documents and each Issuer Certificate (as defined in the
Indenture);




     (ii) the Notes;




     (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment
contract or other derivative agreement, including agreements related thereto, between the
Trust and a counterparty to manage interest rate, basis or currency risk relating to the
Notes;




     (iv) any certificate evidencing the Transferor Interest, substantially in the form
attached as Exhibit B;




     (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and




     (vi) any other document necessary or desirable in connection with the fulfillment of
the purposes of the Trust described in, and pursuant to, subsection 2.03(a).




     The authorization set forth in the preceding sentence will not be deemed a restriction on



-8-









 







the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to
execute and deliver other agreements, documents, instruments and securities or to take other
actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust
described in, and pursuant to, subsection 2.03(a).



     (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the
Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on
behalf of the Trust.



     (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records
and accounts of the Trust separate and apart from those of any other Person, and will cause the
Trust to hold itself out as being a Person separate and apart from any other Person.



     (e) The Trust will not engage in any business or own any assets unrelated to the purposes of
the Trust.



          Section 2.04. Appointment of Owner Trustee. The Beneficiary hereby appoints
Wilmington Trust Company as Owner Trustee of the Trust effective as of the date hereof, to have all
the rights, powers and duties set forth herein and in the Delaware Statutory Trust Act.




          Section 2.05. Initial Capital Contribution of Trust Estate. The Beneficiary hereby
assigns, grants and transfers over to the Owner Trustee, on behalf of the Trust, as of the date
hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the
Beneficiary, as of the date hereof, of the foregoing contribution, which will constitute the
initial Trust Estate.




          Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it will
hold the contributions described in Section 2.05, and the other documents and assets
described in Section 2.03, together with any payments, proceeds or income of any kind from
such documents or assets or any other source and any other property transferred, assigned, set
over, pledged or otherwise conveyed to, and held by, the Trust pursuant to this Agreement, the
Transfer and Servicing Agreement, the Indenture or any Indenture Supplement (collectively, the
“Trust Estate”), upon the trust set forth herein and for the sole use and benefit of the
Beneficiary. It is the intention of the parties hereto that the Trust constitute a statutory trust
under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument
of such statutory trust. The parties hereto agree that they will take no action contrary to the
foregoing intention. Effective as of the date hereof, the Owner Trustee will have all rights,
powers and duties set forth herein and, to the extent not inconsistent herewith, in the Delaware
Statutory Trust Act with respect to accomplishing the purposes of the Trust.




          Section 2.07. Title to Trust Estate. Legal title to all of the Trust Estate will be
vested at all times in the Trust as a separate legal entity.




          Section 2.08. Situs of Trust. The Trust will be located in the State of Delaware and
administered in the States of Delaware and New York. All Issuer Accounts maintained by the Owner
Trustee on behalf of the Trust will be located in the State of Delaware or New York. The Trust
will not have any employees in any state other than Delaware; provided, however, that nothing
herein will restrict or prohibit the Owner Trustee from having employees within or


-9-









 







without the State of Delaware. Payments will be received by the Trust only in the State of
Delaware or New York, and payments will be made by the Trust only from the State of Delaware or New
York. The only office of the Trust will be at the Corporate Trust Office in the State of Delaware.




-10-









 








          Section 2.09. Nature of Interest in the Trust Estate. No Beneficiary will have any
legal title to or right to possession of any part of the Trust Estate. No Beneficiary, as a
beneficial owner of the Trust, has any interest in specific property of the Trust.




          Section 2.10. Tax Matters. The parties hereto intend that, for income and franchise
tax purposes, the Trust will be treated as a security device and disregarded as an entity and its
assets will be treated as owned in whole by the Beneficiary, and the parties hereto will file all
their tax returns in a manner consistent with that intent unless otherwise required by a taxing
authority. Except as otherwise expressly provided herein, any tax elections required or permitted
to be made by the Trust under the Code or otherwise will be made by the Beneficiary. The Trust
will not elect to be treated as a corporation for any tax purpose.




          Section 2.11. Fiscal Year. The fiscal year of the Trust will end on the last day of
December of each year.




          Section 2.12. Closing. The initial transfer, assignment, set-over, pledge and
conveyance of the Trust Estate took place on May 19, 2005 at the offices of Orrick, Herrington &
Sutcliffe LLP, 666 Fifth Avenue, New York, New York 10103.




          Section 2.13. Books and Records. The Beneficiary agrees to record and file, at its
own expense, any financing statements (and amendments with respect to such financing statements
when applicable) required to be filed with respect to the Trust Estate assigned by the Transferor
pursuant to the Transfer and Servicing Agreement, meeting the requirements of applicable law in
such a manner and in such jurisdictions as are necessary under the applicable UCC to perfect the
transfer, assignment, set-over, pledge and conveyance of the Trust Estate to the Trust, and to
deliver a file-stamped copy of such financing statements or amendments or other evidence of such
filings to the Trust (excluding such amendments, which will be delivered promptly after filing).




          Section 2.14. Limitation on Liability of Transferor and Others. The Transferor and
any director or officer or employee or agent or member of the Transferor may rely in good faith on
the advice of counsel or on any document of any kind, prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. The Transferor, in its capacity as such,
will not be under any obligation to appear in, prosecute or defend any legal action that will not
be incidental to its obligations under this Agreement, and that in its opinion may involve it in
any expense or liability. The Beneficiary, as beneficial owner of the Trust, will be entitled to
the same limitation of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware, 8 Del.
C. §§ 101 et seq.




          Section 2.15. Representations and Warranties of each Beneficiary. Each Beneficiary
hereby represents and warrants to the Owner Trustee that:




          (a) Such Beneficiary is duly organized or incorporated and validly existing in good standing
under the laws of the jurisdiction of its organization or incorporation and has, in all material
respects, full power and authority to own its properties and to conduct its business as presently
owned or conducted.




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          (b) Such Beneficiary has full power and authority to execute, deliver and perform its
obligations under this Agreement and all of the transactions contemplated hereby and in the other
Transaction Documents to which such Beneficiary is a party, and has taken all necessary limited
liability company action to authorize the execution, delivery and performance by it of this
Agreement; such Beneficiary has full power and authority to assign the property to be assigned to
and deposited with the Trust pursuant to Section 2.05 of this Agreement, Section
2.1 of the Transfer and Servicing Agreement and the granting clause of the Indenture.




          (c) The execution, delivery and performance of this Agreement by such Beneficiary does not
violate any provision of any existing law or regulation applicable to such Beneficiary or any order
or decree of any court to which such Beneficiary is subject or the organizational documents of such
Beneficiary, or any material mortgage, security agreement, indenture, contract or other agreement
to which such Beneficiary is a party or by which such Beneficiary or any significant portion of
such Beneficiary’s properties is bound (other than violations of such laws, regulations, orders,
decrees, mortgages, security agreements, indentures, contracts and other agreements which,
individually or in the aggregate, in such Beneficiary’s reasonable judgment, would not have a
material adverse effect on such Beneficiary’s ability to perform its obligations under this
Agreement).




          (d) The execution and delivery by such Beneficiary of this Agreement, the performance by such
Beneficiary of the transactions contemplated by this Agreement and the fulfillment by such
Beneficiary of the terms hereof will not conflict with or violate any Requirements of Law
applicable to such Beneficiary.




          (e) There is no litigation, investigation or administrative proceeding before any court,
tribunal, regulatory body presently pending, or, to the best knowledge of such Beneficiary,
threatened, against such Beneficiary with respect to this Agreement or the transactions
contemplated hereby and there is no litigation or proceeding against such Beneficiary or any
significant portion of its properties which would, individually or in the aggregate, in such
Beneficiary’s reasonable belief, have a material adverse effect on the transactions contemplated by
this Agreement.




ARTICLE III




BENEFICIAL INTEREST




          Section 3.01. Initial Ownership. Upon the creation of the Trust, the Beneficiary is
the sole beneficial owner of the Trust.




          Section 3.02. Restrictions on Transfer. The Beneficial Interest will initially be
beneficially owned by RFC V. Transfers of all or a portion of the Beneficial Interest may be made
between RFC V and any other Person who is an Affiliate of RFC V (a “Permitted Affiliate
Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of an Issuer Tax
Opinion and a Master Trust Tax Opinion with respect to such transfer. To the fullest extent
permitted by applicable law, the Beneficiary may not sell, participate, transfer, assign, exchange
or otherwise pledge or convey all or any part of its right, title and interest in and to the
Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any
purported


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transfer by a Beneficiary of all or any part of its right, title and interest in and to the
Beneficial Interest to any Person will be effective only upon the issuance of an Issuer Trust Tax
Opinion and a Master Trust Tax Opinion (each as defined in the Indenture), which will not be an
expense of the Owner Trustee and the satisfaction of any additional conditions to the designation
of an Additional Transferor provided in Section 2.8 of the Transfer and Servicing
Agreement. To the extent permitted by applicable law, any purported transfer by a Beneficiary of
all or any part of its right, title and interest in and to the Beneficial Interest which is not in
compliance with the terms of this Section 3.02 will be null and void.




ARTICLE IV




DISTRIBUTIONS OF FUNDS




          Section 4.01. Distribution of Funds. All funds received by the Trust to the extent
not encumbered by the Indenture or any Indenture Supplement and otherwise available for
distribution (or if encumbered by the Indenture, which have been released by the relevant parties
benefiting from such encumbrance) will be distributed to the Beneficiary.




          Section 4.02. Payments from Trust Estate Only. All payments to be made by the Trust
under this Agreement will be made only from the income and the capital proceeds derived from the
Trust Estate and only to the extent that the Trust will have received income or capital proceeds
from the Trust Estate. The Beneficiary agrees that it will look solely to the income and capital
proceeds derived from the Trust Estate (to the extent available for payment as herein provided) and
that, except as specifically provided herein, the Owner Trustee will not be subject to any
liability in its individual capacity under this Agreement to the Beneficiary or to any other
Person.




          Section 4.03. Method of Payment. All amounts payable to the Beneficiary pursuant to
this Agreement will be paid by the Owner Trustee on behalf of the Trust to the Beneficiary or a
nominee therefor in such manner as the Beneficiary may from time to time designate in written
instructions to the Owner Trustee. All funds received by the Owner Trustee on behalf of the Trust
not later than 2:00 p.m. (New York City time) on a Business Day will be applied by the Owner
Trustee on that Business Day. Funds received after that time will be applied on the next following
Business Day.




          Section 4.04. Transferor Interest; Transferor Certificates.




          (a) The Transferor will hold the Transferor Interest having such rights as are set forth in
this Agreement and the other Transaction Documents. Such Transferor Interest includes the right to
receive amounts specified in the Indenture, any Indenture Supplement or the Transfer and Servicing
Agreement to be distributed to the holders of the Transferor Interest.




          (b) At the election of the Transferor (which election may, from time to time, be changed or
otherwise revised by the Transferor upon written notice by the Transferor to the Owner Trustee), a
Transferor Certificate representing the Transferor’s interest in the Transferor Interest may be
issued to the Transferor in registered form, substantially in the form attached as Exhibit
B (the “Transferor Certificate”). The Transferor Certificate will not entitle its
holder to


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any benefit under this Agreement, or be valid for any purpose, unless there will appear on such
Transferor Certificate a certificate of authentication substantially in the form provided in
Exhibit B, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by
manual signature; such authentication will constitute conclusive evidence that the Certificate will
have been duly authenticated and delivered hereunder. Each Transferor Certificate will be dated
the date of its authentication.




          (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or
any interest therein) nor any Transferor Interest (or any interest therein) may be sold,
transferred, assigned, participated, pledged or otherwise disposed of to any Person;
provided, however, that a Transferor Certificate (or any interest therein) may be
sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor
thereof has provided the Owner Trustee and the Indenture Trustee with an Issuer Tax Opinion and, if
applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation,
pledge or other disposition; provided further that any transfer by a Transferor of all or
any part of its right, title and interest in and to the Transferor Interest to American Express
Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion.




          (d) If (i) a mutilated Transferor Certificate will be surrendered to the Owner Trustee, or if
the Owner Trustee will receive evidence to its satisfaction of the destruction, loss or theft of a
Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate,
there will be delivered to the Owner Trustee (as such and in its individual capacity) such security
or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the
Trust will execute and the Owner Trustee will authenticate and deliver, in exchange for or in lieu
of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of
like tenor and denomination. In connection with the issuance of any new Transferor Certificate
under this subsection 4.04(d), the Owner Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge or expense that may be imposed in
connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection
4.04(d) will constitute conclusive evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Transferor Certificate will be found at any time.




ARTICLE V




ACTIONS BY OWNER TRUSTEE




          Section 5.01. Prior Notice to Beneficiary and Transferor with Respect to Certain
Matters. With respect to the following matters, unless otherwise instructed by the Beneficiary
and the Transferor, the Owner Trustee will not take action unless at least 30 days before the
taking of such action the Owner Trustee will have notified the Beneficiary and the Transferor:




          (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on
any Receivable) and the settlement of any action, claim or lawsuit brought by or against the Trust
(other than an action to collect on any Receivable);




          (b) the election by the Trust to file an amendment to the Certificate of Trust;




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          (c) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is required;




          (d) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is not required and such amendment materially adversely affects the
interest of the Beneficiary or the Transferor;




          (e) the amendment, change or modification of the Transfer and Servicing Agreement, except to
cure any ambiguity or to amend or supplement any provision in a manner that would not materially
adversely affect the interests of the Beneficiary or the Transferor; or




          (f) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or
Indenture Trustee, or the consent to the assignment by the Note Registrar or Indenture Trustee of
its obligations under the Indenture.




          Section 5.02. Restrictions on Power. The Owner Trustee will not be required to take
or refrain from taking any action if such action or inaction would be contrary to any obligation of
the Trust or the Owner Trustee under any of the Transaction Documents or would be contrary to
Section 2.03.




ARTICLE VI




AUTHORITY AND DUTIES OF OWNER TRUSTEE




          Section 6.01. Action Upon Instructions.




          (a) It is the intention of the Beneficiary that the powers and duties of the Owner Trustee are
to be purely ministerial only. Accordingly, subject to subsections 6.01(b) and
6.01(c), and Article VII, the Beneficiary will direct the Owner Trustee in the
management of the Trust and the Trust Estate. Such direction will be exercised at any time only by
written instruction of the Beneficiary delivered to the Owner Trustee pursuant to this Article
VI. Notwithstanding any other provision of this Agreement, but subject to Section
2.03, the Owner Trustee will not take any action including but not limited to the execution of
any documents, certificates or other instruments (other than the Transaction Documents and any
documents, certificates or other instruments attached thereto or contemplated thereby), unless it
receives written instructions from the Beneficiary.




          (b) The Owner Trustee will take such action or actions as may be specified in any instructions
delivered in accordance with subsection 6.01(a); provided, however, that
the Owner Trustee will not be required to take any such action if the Trustee Bank will have been
advised by counsel that such action (i) is contrary to the terms hereof or of any document
contemplated hereby to which the Trust or the Owner Trustee is a party or is otherwise contrary to
law, or (ii) is reasonably likely to result in liability on the part of the Trustee Bank, unless
the Trustee Bank will have received additional indemnification or security satisfactory to the
Trustee Bank from the Beneficiary against all costs, expenses and liabilities arising from the
Owner Trustee’s taking such action.




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          (c) No Beneficiary will direct the Owner Trustee to take or refrain from taking any action
contrary to this Agreement, nor will the Owner Trustee be obligated to follow any such direction.




          (d) In the event that the Owner Trustee is unsure as to the application of any provision of
this Agreement or any Transaction Document, or such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits
any determination by the Owner Trustee or is silent or is incomplete as to the course of action to
be adopted, the Owner Trustee will promptly give notice to the Beneficiary requesting written
instructions as to the course of action to be adopted and, to the extent the Owner Trustee acts in
good faith in accordance with such written instructions received from the Beneficiary, the Owner
Trustee will not be liable on account of such action to any Person. If the Owner Trustee will not
have received appropriate written instructions within 30 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice), it may, but will be under no
duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems
to be in the best interests of the Beneficiary, and will have no liability to any Person for such
action or inaction.




          (e) The Owner Trustee will, subject to this Section 6.01, act in accordance with the
instructions given to it by the Beneficiary pursuant to subsection 6.01(b), and to the
extent the Owner Trustee acts in good faith in accordance with such instructions, the Owner Trustee
will not be liable on account of such action to any Person.




          Section 6.02. No Duty to Act Under Certain Circumstances. Notwithstanding anything
contained herein to the contrary, neither the Trustee Bank nor the Owner Trustee, except a Trustee
Bank authorized as co-trustee, will be required to take any action in any jurisdiction other than
in the State of Delaware if the taking of such action would (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with or taking of any
action in respect of, any state or other governmental authority or agency of any jurisdiction other
than the State of Delaware; (ii) result in any fee, tax or governmental charge under the laws of
any jurisdiction or any political subdivisions thereof in existence on the date hereof other than
the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to
personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action
arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the
Owner Trustee, as the case may be, contemplated hereby. The Owner Trustee will be entitled to
obtain advice of counsel (which advice will be at the expense of the Beneficiary) to determine
whether any action required to be taken pursuant to the Agreement results in the consequences
described in clauses (i), (ii) and (iii) of the preceding sentence. In the event that said counsel
advises the Owner Trustee that such action will result in such consequences, the Owner Trustee may,
or if instructed to do so by the Beneficiary, will, appoint an additional trustee pursuant to
Section 10.05 hereby to proceed with such action.




          Section 6.03. No Duties Except Under Specified Agreements or Instructions.




          (a) The Owner Trustee will not have any duty or obligation to manage, control, use, make any
payment in respect of, register, record, insure, inspect, sell, dispose of, create, maintain or
perfect any security interest or title in or otherwise deal with any part of the


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Trust Estate, prepare, file or record any document or report (including any tax related filing for
any holder of Notes), or to otherwise take or refrain from taking any action under, or in
connection with, this Agreement, the Trust or any document contemplated hereby to which the Trust
or the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in
written instructions from the Beneficiary received pursuant to Section 6.01; and no implied
duties or obligations will be read into this Agreement against the Owner Trustee. Unless otherwise
directed by the Beneficiary in accordance with subsection 6.01(a), the Owner Trustee will
have no obligation or duty to take any action the Trust is authorized and empowered to take
pursuant to subsection 2.03(a). The Owner Trustee nevertheless agrees that it will, in its
individual capacity and at its own cost and expense, promptly take all action as may be necessary
to discharge any lien, pledge, security interest or other encumbrance on any part of the Trust
Estate which results from actions by or claims against the Trustee Bank not related to the
ownership of any part of the Trust Estate.




          (b) The Owner Trustee agrees that it will not manage, control, use, lease, sell, dispose of or
otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted
to, or the authority conferred upon, the Owner Trustee pursuant to this Agreement, or (ii) in
accordance with the express terms hereof or with written instructions from the Beneficiary pursuant
to Section 6.01. Unless otherwise directed by the Beneficiary in accordance with
subsection 6.01(a), the Owner Trustee will not be required to perform any obligations or
duties of the Trust under the Indenture, which duties and obligations will be the sole
responsibility of the Beneficiary.




          Section 6.04. Trust Operation. The operations of the Trust will be conducted in
accordance with the following standards:




          (a) the Trust will act solely in its own name through the Owner Trustee or the Beneficiary;




          (b) the Trust will not incur any indebtedness for money borrowed or incur any obligations
except in connection with the purposes set forth in Section 2.03 of this Agreement;




          (c) the Trust’s funds and assets will at all times be maintained separately from those of the
Beneficiary and its Affiliates;




          (d) the Trust will take all reasonable steps to continue its identity as a separate legal
entity and to make it apparent to third persons that it is an entity with assets and liabilities
distinct from those of the Beneficiary, the Beneficiary’s Affiliates or any other third person, and
will use stationery and other business forms of the Owner Trustee or the Trust and not that of the
Beneficiary or any Affiliates thereof, and will use its best efforts to avoid the appearance (i) of
conducting business on behalf of the Beneficiary or any Affiliates thereof or (ii) that the assets
of the Trust are available to pay the creditors of the Beneficiary or any Affiliates thereof;




          (e) the Trust will not hold itself out as being liable for the debts of the Beneficiary or any
Affiliates thereof;




          (f) the Trust will not engage in any transaction with the Beneficiary or any Affiliates
thereof, except as required, or specifically permitted, by this Agreement or unless such


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transaction is otherwise on terms neither more favorable nor less favorable than the terms and
conditions available at the time to the Trust for comparable transactions with other Persons; and




          (g) to the fullest extent permitted by applicable law, the Trust will not enter into any
voluntary bankruptcy or insolvency proceeding without a finding by the Owner Trustee that the
Trust’s liabilities exceed its assets or that the Trust is unable to pay its debts in a timely
manner as they become due.




          Section 6.05. Execution of Documents. The Owner Trustee will, at the written
direction of the Beneficiary, execute and deliver on behalf of the Trust such instruments,
agreements and certificates contemplated hereby to which the Trust is a party (such direction to be
conclusively evidenced by the Owner Trustee’s execution and delivery of such documents to, and
acceptance by, the Beneficiary or its counsel). The Beneficiary hereby instructs the Owner Trustee
to execute, on behalf of the Trust, the Transaction Documents to which the Trust is a party and any
documents, certificates or other instruments attached thereto or contemplated thereby.




ARTICLE VII




CONCERNING THE TRUSTEE BANK




          Section 7.01. Acceptance of Trusts and Duties. The Trustee Bank accepts the trusts
hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon
the terms of this Agreement. The Trustee Bank also agrees to disburse all moneys actually received
by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The
Trustee Bank will not be answerable or accountable under any circumstances in its individual
capacity, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the case of
the inaccuracy of any representation or warranty contained in Section 7.03, (iii) for the
failure by the Owner Trustee to perform obligations expressly undertaken by it in the last sentence
of subsection 6.03(a) or (iv) for taxes, fees or other charges on, based on or measured by,
any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee
hereunder. In particular, but not by way of limitation:




          (a) the Trustee Bank will not be personally liable for any error of judgment made in good
faith by a Responsible Officer of the Owner Trustee so long as the same will not constitute
negligence, bad faith or willful misconduct;




          (b) the Trustee Bank will not be personally liable with respect to any action taken or omitted
to be taken by the Owner Trustee in good faith in accordance with the instructions of the
Beneficiary;




          (c) no provision of this Agreement or any Transaction Document will require the Trustee Bank
to expend or risk funds or otherwise incur any financial liability in the performance of any of its
rights or powers hereunder, if the Trustee Bank will have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it;




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          (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or
performance of any representation, warranty, covenant, agreement or other obligation, including any
indebtedness, of the Trust;




          (e) The Trustee Bank will not be personally responsible or liable for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the Beneficiary or
with respect to any agreement entered into by the Trust;




          (f) Under no circumstances will the Trustee Bank be responsible or liable for the action or
inaction of the Beneficiary, nor will the Trustee Bank be responsible for monitoring the
performance of the Beneficiary’s duties hereunder or of any other Person acting for or on behalf of
the Trust;




          (g) In no event will the Trustee Bank be personally liable for special, consequential or
punitive damages unless such damages result from its willful misconduct or negligence, for the acts
or omissions of its nominees, correspondents, clearing agencies or securities depositories, for the
acts or omissions of brokers or dealers, and for any losses due to forces beyond the control of the
Trustee Bank, including strikes, work stoppages, acts of war or terrorism, insurrection,
revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services. The Trustee Bank will
have no responsibility for the accuracy of any information provided to the Beneficiary or any other
Person that has been obtained from, or provided to the Trustee Bank by, any other Person;




          (h) The Trustee Bank will not be liable for the default or misconduct of the Indenture Trustee
under any of the Transaction Documents or otherwise, and the Trustee Bank will have no obligation
or liability to perform the obligations of the Trust under this Agreement or the Transaction
Documents, in each case that are required to be performed by the Indenture Trustee under the
Indenture; and




          (i) the Trustee Bank will be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement, at the request, order or direction of the
Beneficiary, unless the Beneficiary has offered to the Trustee Bank security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee
Bank therein or thereby. The right of the Trustee Bank to perform any discretionary act enumerated
in this Agreement or in any Transaction Document will not be construed as a duty, and the Trustee
Bank will not be answerable for other than its negligence or willful misconduct in the performance
of any such act.




          Section 7.02. Furnishing of Documents. The Owner Trustee will furnish to the
Beneficiary and the Indenture Trustee, promptly upon written request therefor, duplicates or copies
of all reports, notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee with respect to the Trust or the Trust Estate.




          Section 7.03. Representations and Warranties. The Trustee Bank, other than a Trustee
Bank appointed as a co-trustee, hereby represents and warrants to the Beneficiary that:




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          (a) The Trustee Bank is a Delaware banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. The Trustee Bank has all requisite
corporate power and authority to execute, deliver and perform its obligations under this Agreement.




          (b) The Trustee Bank has taken all corporate action necessary to authorize the execution and
delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its
officers who is duly authorized to execute and deliver this Agreement on its behalf.




          (c) None of the execution nor the delivery by it of this Agreement, the performance by it of
its obligations under this Agreement, or the consummation by it of the transactions contemplated
hereby nor compliance by the Trustee Bank with any of the terms or provisions hereof will
contravene any federal or Delaware law, governmental rule or regulation governing the banking or
trust powers of the Trustee Bank or any judgment or order binding on the Trustee Bank, or
constitute any default under (i) its charter documents or by-laws or (ii) any indenture, mortgage,
lease, license, contract, agreement or instrument to which the Trustee Bank is a party or by which
the Trustee Bank or any of the Trustee Bank’s properties may be bound.




          (d) The Trustee Bank complies with all of the requirements of Chapter 38, Title 12 of the
Delaware Code relating to the qualification of a trustee of a Delaware statutory trust.




          Section 7.04. Reliance; Advice of Counsel. (a) The Owner Trustee will incur no
liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing body of any entity as
conclusive evidence that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the manner of ascertainment of which is not
specifically prescribed herein, the Owner Trustee may for all purposes rely on an officer’s
certificate of the relevant party, as to such fact or matter, and such officer’s certificate will
constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it
in good faith in reliance thereon.




          (b) In the administration of the Trust, the Owner Trustee may, at the expense of the Trust (i)
execute the trust or any of the powers hereof and perform its powers and duties hereunder directly
or through agents or attorneys, and the Owner Trustee will not be liable for the default or
misconduct of any agent or attorney selected by the Owner Trustee with reasonable care; and (ii)
consult with counsel, accountants and other skilled persons to be selected with reasonable care and
employed by it, and the Owner Trustee will not be liable for anything done, suffered or omitted in
good faith by it in accordance with the advice or opinion of any such counsel, accountants or other
skilled persons.




          Section 7.05. Not Acting in Individual Capacity. Except as provided in this
Article VII, in accepting the trust hereunder, the Trustee Bank acts solely as Owner
Trustee hereunder and not in its individual capacity; and all Persons having any claim against the
Trust or the Owner Trustee, whether by reason of the transactions contemplated by this Agreement or


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otherwise, will look only to the Trust Estate (or a part thereof, as the case may be) for payment
or satisfaction thereof, except as specifically provided in this Article VII.




          Section 7.06. No Representations and Warranties as to the Trust Estate. The Owner
Trustee makes no representation or warranty as to, and will not be liable for, the title, value,
condition, design, operation, merchantability or fitness for use of the Trust Estate (or any part
thereof) or any other representation or warranty, express or implied, whatsoever with respect to
the Trust Estate (or any part thereof) except that the Owner Trustee, in its individual capacity,
hereby represents and warrants to the Beneficiary that it will comply with the last sentence of
Section 6.03(a).




          Section 7.07. Signature of Returns. The Beneficiary will sign on behalf of the Trust
any Periodic Filings of the Trust or other documents relating to the Trust prepared by, or on
behalf of, the Beneficiary.




          Section 7.08. Trustee Bank May Own Notes. The Trustee Bank may become the owner or
pledgee of Notes and may deal with the Transferor, the Administrator and the Indenture Trustee in
banking transactions with the same rights as it would have if it were not Owner Trustee.




ARTICLE VIII




COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION




          Section 8.01. Trustee Bank’s Fees and Expenses. The Transferor will pay to the
Trustee Bank all fees and other charges described in a separate fee agreement dated as of the date
hereof between the Transferor and the Trustee Bank promptly when due thereunder and reimburse the
Trustee Bank for all other reasonable out-of-pocket costs and expenses (including reasonable fees
and expenses of counsel) incurred by it in connection with its acting as Owner Trustee of the
Trust. Except to the extent specifically provided in Section 7.06 of the Indenture,
payment of such fees and expenses will not be a recourse obligation of the Issuer.




          Section 8.02. Indemnification. To the fullest extent permitted by law, the Transferor
will be liable, as primary obligor for, and will indemnify the Trustee Bank and its successors,
assigns, agents and servants (collectively, the “Indemnified Parties”) from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any
and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses)
of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be
imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way
relating to or arising out of the Transaction Documents, the Trust Estate, the acceptance and
administration of the Trust Estate or the action or inaction of the Owner Trustee or the Trustee
Bank hereunder; provided that the Transferor will not be liable for or required to
indemnify any Indemnified Party from and against Expenses arising or resulting from any of the
matters described in the third sentence of Section 7.01; provided further that the
Transferor will not be liable for or required to indemnify an Indemnified Party from and against
expenses arising or resulting from (i) the Indemnified Party’s own willful misconduct, bad faith or
negligence, or (ii) the inaccuracy of any representation or warranty contained in Section
7.03 made by the


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Indemnified Party. In case any such action, investigation or proceeding will be brought involving
an Indemnified Person, the Transferor will assume the defense thereof, including the employment of
counsel and the payment of all expenses. The Trustee Bank will have the right to employ separate
counsel in any such action, investigation or proceeding and to participate in the defense thereof
and the reasonable counsel fees and expenses of such counsel will be paid by the Transferor. In
the event of any claim, action or proceeding for which indemnity will be sought pursuant to this
Section 8.02, the Trustee Bank’s choice of legal counsel will be subject to the approval of
the Beneficiary, which approval will not be unreasonably withheld.




     Except to the extent specifically provided in Section 6.02 of the Indenture, the
payment of such indemnified amounts will not be a recourse obligation of the Issuer.



     The indemnification set forth herein will survive the termination of this Agreement and the
resignation or removal of the Trustee Bank.



     Section 8.03. Payments to the Owner Trustee. Any amounts paid to the Trustee Bank
pursuant to this Article VIII will be deemed not to be a part of the Trust Estate
immediately after such payment.



ARTICLE IX




TERMINATION OF TRUST AGREEMENT




     Section 9.01. Termination of Trust Agreement. (a) The Trust will dissolve upon the
final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust
Estate in accordance with the Delaware Statutory Trust Act. Any money or other property held as
part of the Trust Estate following such distribution will be distributed to the Beneficiary. The
bankruptcy, liquidation, dissolution, termination, death or incapacity of the Beneficiary will not
(x) operate to terminate this Agreement or the Trust, or (y) entitle the Beneficiary’s legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or Trust Estate or (z) otherwise
affect the rights, obligations and liabilities of the parties hereto.



          (b) The Beneficiary will not be entitled to revoke or terminate the Trust.




          (c) Upon completion of the winding up of the Trust in accordance with the Delaware Statutory
Trust Act, the Owner Trustee will cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the provisions of
Section 3810 of the Delaware Statutory Trust Act and thereupon the Trust and this Agreement
(other than Article VII and Section 11.08) will terminate.




ARTICLE X




SUCCESSOR OWNER TRUSTEES, CO-TRUSTEES AND SEPARATE OWNER TRUSTEES




          Section 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee will at
all times (i) be a trust company or a banking corporation under the laws of its state of




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incorporation or a national banking association, having all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry on a trust business
in the State of Delaware, (ii) comply with the provisions of Section 3807 (and any other
applicable Section) of the Delaware Statutory Trust Act; authorized to exercise corporate trust
powers, (iii) have a combined capital and surplus of at least $50,000,000 (or have its obligations
and liabilities irrevocably and unconditionally guaranteed by an affiliated Person having a
combined capital and surplus of at least $50,000,000) and (iv) have (or have a parent which has) a
rating of at least “Baa3” by Moody’s, at least “BBB-” by Standard & Poor’s and, if rated by Fitch,
at least “BBB-” by Fitch, or if not rated, otherwise satisfactory to each Note Rating Agency. If
such corporation will publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purpose of this
Section 10.01, the combined capital and surplus of such corporation will be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time the Owner Trustee will cease to be eligible in accordance with the provisions of
this Section 10.01, the Owner Trustee will resign immediately in the manner and with the
effect specified in Section 10.02.




          Section 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days prior written notice
thereof to the Beneficiary, the Transferor and the Administrator; provided,
however, that such resignation and discharge will only be effective upon the appointment of a
successor Owner Trustee. Upon receiving such notice of resignation, the Beneficiary will promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument
will be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If
no successor Owner Trustee will have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee.




          If at any time the Owner Trustee will cease to be eligible in accordance with the provisions
of Section 10.01 and will fail to resign after written request therefor by the Beneficiary,
or if at any time the Owner Trustee will be legally unable to act, or will be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property will be appointed, or any public
officer will take charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Beneficiary may, but will not be
required to, remove the Owner Trustee. If the Beneficiary will remove the Owner Trustee under the
authority of the immediately preceding sentence, the Beneficiary will promptly (i) appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which instrument will be
delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee and
(ii) pay all fees owed to the outgoing Owner Trustee.




          Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee
pursuant to any of the provisions of this Section will not become effective until
acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and
payment of all fees and expenses owed to the outgoing Owner Trustee. The Beneficiary will provide
notice of such resignation or removal of the Owner Trustee to each Note Rating Agency.




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          Section 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 10.02 will execute, acknowledge and deliver to the Beneficiary and to
its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee will become effective and
such successor Owner Trustee, without any further act, deed or conveyance, will become fully vested
with all the rights, powers, duties, and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee. The predecessor Owner Trustee will upon
payment of its fees and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Beneficiary and the predecessor
Owner Trustee will execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties, and obligations.




          No successor Owner Trustee will accept appointment as provided in this Section 10.03
unless at the time of such acceptance such successor Owner Trustee will be eligible pursuant to
Section 10.01.




          Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section
10.03, the Beneficiary will mail notice of such acceptance of appointment, including the name
of such successor Owner Trustee to the Transferor, the Administrator, the Indenture Trustee, the
Noteholders and each Note Rating Agency. If the Beneficiary will fail to mail such notice within
10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee
will cause such notice to be mailed at the expense of the Beneficiary.




          Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section
10.03, such successor Owner Trustee will file an amendment to the Certificate of Trust with the
Secretary of State reflecting the name and principal place of business of such successor Owner
Trustee in the State of Delaware.




          Section 10.04. Merger or Consolidation of Owner Trustee. Notwithstanding anything
herein to the contrary, any corporation into which the Owner Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee will be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, will be the successor of
the Owner Trustee hereunder (provided that such corporation will meet the eligibility
requirements set forth in Section 10.01), without the execution or filing of any instrument
or any further act on the part of any of the parties hereto; provided further that (a) the
Owner Trustee will mail notice of such merger or consolidation to each Note Rating Agency and the
Beneficiary and (b) the Owner Trustee will file any necessary amendments to the Certificate of
Trust with the Secretary of State.




          Section 10.05. Appointment of Co-Trustee or Separate Owner Trustee. Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Estate may at the time be located,
the Beneficiary and the Owner Trustee acting jointly will have the power and will execute and
deliver all instruments to appoint one or more Persons approved by each of the Beneficiary and the
Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or


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separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust Estate, or any part thereof, and, subject to the
other provisions of this Section 10.05, such powers, duties, obligations, rights and trusts
as the Beneficiary and the Owner Trustee may consider necessary or desirable. If the Beneficiary
will not have joined in such appointment within 15 days after the receipt by them of a request so
to do, the Owner Trustee alone will have the power to make such appointment. No co-trustee or
separate trustee under this Agreement will be required to meet the terms of eligibility as a
successor trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee will be required pursuant to Section 10.03.




          Each separate trustee and co-trustee will, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:





          (i) all rights, powers, duties, and obligations conferred or imposed upon the
Owner Trustee will be conferred upon and exercised or performed by the Owner Trustee
and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the Owner
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the Owner
Trustee will be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties, and obligations (including the holding of title
to the Trust or any portion thereof in any such jurisdiction) will be exercised and
performed singly by such separate trustee or co-trustee, but solely at the direction
of the Owner Trustee;




          (ii) no trustee under this Agreement will be personally liable by reason of any
act or omission of any other trustee under this Agreement; and




          (iii) the Beneficiary and the Owner Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.



          Any notice, request or other writing given to the Owner Trustee will be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee will refer to this Agreement
and the conditions of this Article X. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, will be vested with the estates or property specified in its
instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Owner Trustee. Each such instrument will be filed with the Owner Trustee and a copy thereof
given to the Beneficiary.




          Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee will die, become incapable of acting, resign or be removed, all of its


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estates, properties, rights, remedies and trusts will vest in and be exercised by the Owner
Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.




ARTICLE XI




MISCELLANEOUS




          Section 11.01. Supplements and Amendments.




          (a) This Agreement may be amended from time to time, including in connection with the
execution of additional indentures, by a written amendment duly executed and delivered by the
Beneficiary and the Owner Trustee, without the consent of the Indenture Trustee or any of the
Noteholders, upon issuance of an Issuer Tax Opinion and, to the extent a Collateral Certificate is
included in the property of the Trust, a Master Trust Tax Opinion, which will not be expenses of
the Owner Trustee; provided, however, that such amendment will not, as evidenced by
an Officer’s Certificate of each Transferor addressed and delivered to the Owner Trustee and the
Indenture Trustee, be reasonably expected to have an Adverse Effect (as defined in the Indenture)
and is not reasonably expected to have an Adverse Effect at any time in the future; provided
further, however, that such amendment will not significantly change the activities of
the Trust. The Owner Trustee will not be responsible for determining whether such amendment to
this Agreement will significantly change the activities of the Trust.




          Additionally, notwithstanding any provision of this Article XI to the contrary and in
addition to the immediately preceding paragraph, this Agreement may also be amended without the
consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and
the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is
included in the property of the Trust, a Master Trust Tax Opinion, to provide for (i) the
establishment of multiple asset pools and the designation of Trust Assets to be included as part of
specific asset pools or (ii) those changes necessary for compliance with securities law
requirements; provided, however, that (i) the Issuer shall deliver to the Indenture
Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably
believes that such amendment will not have an Adverse Effect and is not reasonably expected to have
an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing
that such amendment will not cause a Ratings Effect.




          (b) This Agreement may also be amended from time to time, by a written instrument executed by
the Owner Trustee, at the written direction of the Beneficiary, and the Beneficiary, with prior
written notice to each Note Rating Agency, upon issuance of an Issuer Tax Opinion and, to the
extent a Collateral Certificate is included in the property of the Trust, a Master Trust Tax
Opinion and (A) in the case of a significant change to subsection 2.03(a) which the Trust
reasonably believes will not have an Adverse Effect (as defined in the Indenture), with the consent
of holders of not less than a majority of the Outstanding Dollar Principal Amount of each series,
class or tranche of Notes affected by such change, and (B) in all other cases, with the consent of
holders of more than 662/3% of the Outstanding Dollar Principal Amount of
each series, class or tranche of Notes affected by such change; provided, however,
that, without the consent of the holders of all of the Notes then outstanding, no such amendment
will (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of


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payments in respect of any Receivables or any Collateral Certificates or distributions that are
required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of
the Outstanding Dollar Principal Amount of the Notes, the holders of which are required to consent
to any such amendment.




          Promptly after the execution of any such amendment or consent, the Beneficiary will furnish
written notification of the substance of such amendment or consent to the Indenture Trustee and
each Note Rating Agency.




          It will not be necessary for the consent of the Noteholders or the Beneficiary pursuant to
this Section 11.01 to approve the particular form of any proposed amendment or consent, but
it will be sufficient if such consent will approve the substance thereof.




          Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee
will cause the filing of such amendment with the Secretary of State.




          The Owner Trustee will be entitled to receive, and will be fully protected in relying upon, an
Officer’s Certificate of the Transferor or the Administrator to the effect that the amendment is
authorized and that the conditions to such amendment have been satisfied. The Owner Trustee may,
but will not be obligated to, enter into any such amendment which affects the Owner Trustee’s own
rights, duties or immunities under this Agreement or otherwise.




          Section 11.02. No Legal Title to Trust Estate in Beneficiary. The Beneficiary will
not have legal title to any part of the Trust Estate. No transfer, by operation of law or
otherwise, of any right, title, and interest of the Beneficiary to and in its Beneficial Interest
in the Trust Estate will operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part of the Trust
Estate.




          Section 11.03. Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Owner Trustee, the Transferor, the Beneficiary, the Administrator
and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement, whether express or implied, will be construed to give to any other
Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.




          Section 11.04. Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices will be in writing and will be deemed given upon receipt by the intended
recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except
that notice to the Owner Trustee will be deemed given only upon actual receipt by the Owner
Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Transferor or
the Beneficiary, addressed to American Express Receivables Financing Corporation V LLC, 200 Vesey
Street, Room 507A, New York, New York 10285, with a copy to American Express Travel Related
Services Company, Inc., 200 Vesey Street, New York, New York 10285, Attention: General Counsel; or,
as to each party, at such other address as will be designated by such party in a written notice to
each other party.




          Section 11.05. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of
such


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 prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or render
unenforceable such provision in any other jurisdiction.




          Section 11.06. Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered will be an original,
but all such counterparts will together constitute but one and the same instrument.




          Section 11.07. Successors and Assigns. All covenants and agreements contained herein
will be binding upon, and inure to the benefit of, the Transferor and its successors and permitted
assigns, the Owner Trustee and its successors and the Beneficiary and its successors and permitted
assigns, all as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by the Beneficiary will bind the successors and assigns of the Beneficiary.




          Section 11.08. Nonpetition Covenants. To the fullest extent permitted by applicable
law, notwithstanding any prior termination of the Trust or this Agreement, the Owner Trustee (not
in its individual capacity) and the Beneficiary, by its acceptance of the Beneficial Interest, will
not at any time with respect to the Trust, the Beneficiary or any applicable Master Trust,
acquiesce, petition or otherwise invoke or cause the Trust, the Beneficiary or any applicable
Master Trust to invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Trust, the Beneficiary or any applicable Master Trust
under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of
the Trust, the Beneficiary or any applicable Master Trust or any substantial part of its property,
or ordering the winding up or liquidation of the affairs of the Trust, the Beneficiary or any
applicable Master Trust; provided, however, that this Section 11.08 will
not operate to preclude any remedy described in Article VII of the Indenture.




          Section 11.09. No Recourse. The Beneficiary by accepting the Beneficial Interest
acknowledges that the Beneficial Interest does not represent an interest in or obligation of the
Transferor, the Administrator, the Owner Trustee (in its individual capacity), the Indenture
Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets,
or against the assets pledged under the Indenture, except as expressly provided in the Transaction
Documents.




          Section 11.10. Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and will not define or limit any of the terms or provisions
hereof.




          Section 11.11. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.




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          Section 11.12. Acceptance of Terms of Agreement. THE RECEIPT AND ACCEPTANCE OF THE
BENEFICIAL INTEREST BY THE BENEFICIARY, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT,
WILL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE BENEFICIARY OF ALL THE TERMS AND PROVISIONS OF
THIS AGREEMENT, AND WILL CONSTITUTE THE AGREEMENT OF THE TRUST THAT THE TERMS AND PROVISIONS OF
THIS AGREEMENT WILL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND THE BENEFICIARY.




          Section 11.13. Integration of Documents. This Agreement, together with the Transfer
and Servicing Agreement, constitutes the entire agreement of the parties hereto and thereto with
respect to the subject matter hereof and thereof and supersedes all prior agreements relating to
the subject matter hereof and thereof.




ARTICLE XII




COMPLIANCE WITH REGULATION AB




          Section 12.01. Intent of the Parties; Reasonableness. Intent of the Parties;
Reasonableness. The Transferor and the Trustee Bank acknowledge and agree that the purpose of
this Article XII is to facilitate compliance by the Transferor with the provisions of
Regulation AB and related rules and regulations of the Commission. The Transferor shall not
exercise its right to request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than the Transferor’s compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the
provision in a private offering of disclosure comparable to that required under the Securities
Act). The Trustee Bank agrees to cooperate in good faith with any reasonable request by the
Transferor for information regarding the Trustee Bank which is required in order to enable the
Transferor to comply with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB
as it relates to the Trustee Bank or to the Trustee Bank’s obligations under this Agreement.




          Section 12.02. Information to Be Provided by the Trustee Bank. The Trustee Bank
shall, as promptly as practicable, notify the Transferor, in writing, of: (i) the commencement of,
a material development in or, if applicable, the termination of, any and all legal proceedings
against the Trustee Bank or any and all proceedings which any property of the Trustee Bank is the
subject, that is material to the noteholders; and (ii) any such proceedings known to be
contemplated by governmental authorities. The Trustee Bank shall also notify the Transferor, in
writing, as promptly as practicable following notice to or discovery by the Trustee Bank of any
material changes to proceedings described in the preceding sentence. In addition, the Trustee Bank
will furnish to the Transferor, in writing, the necessary disclosure regarding the Trustee Bank
describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for
inclusion in reports filed by or on behalf of the Transferor pursuant to the Exchange Act.




          Notwithstanding the provisions of Section 12.01, the Trustee Bank shall (i) on an annual
basis, provide to the Transferor such information regarding the Trustee Bank as is requested for
the purpose of compliance with Items 1109(a), 1109(b), 1117 and 1119


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of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the
Trustee Bank of any material changes to such information, provide to the Transferor, in writing,
such updated information. Such information shall include, at a minimum:





     (A) the Trustee Bank’s name and form of organization;




     (B) a description of the extent to which the Trustee Bank has had prior
experience serving as a trustee for asset-backed securities transactions involving
credit card receivables;




     (C) a description of any affiliation between the Trustee Bank and any of the
following parties to a Securitization Transaction, as such parties are identified to
the Trustee Bank by the Transferor in writing in advance of such Securitization
Transaction:




	 	(1)	 	the sponsor;
	 
	 	(2)	 	any depositor;
	 
	 	(3)	 	the issuing entity;
	 
	 	(4)	 	any servicer;
	 
	 	(5)	 	any trustee;
	 
	 	(6)	 	any originator;
	 
	 	(7)	 	any significant obligor;
	 
	 	(8)	 	any enhancement or support provider; and
	 
	 	(9)	 	any other material transaction party.






In connection with the above-listed parties, a description of whether there is, and
if so the general character of, any business relationship, agreement, arrangement,
transaction or understanding that is entered into outside the ordinary course of
business or is on terms other than would be obtained in an arm’s length transaction
with an unrelated third party, apart from the asset-backed securities transaction,
that currently exists or that existed during the past two years and that is material
to an investor’s understanding of the asset-backed securities.



-30-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers hereunto duly authorized, as of the day and year first above written.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY

 	 
	 	By:  	/s/ Erwin M. Soriano
 	 
	 	 	Name:  	Erwin M. Soriano 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION V LLC,


as Beneficiary and Transferor

 	 
	 	By:  	/s/ Maureen Ryan
 	 
	 	 	Name:  	Maureen Ryan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	Acknowledged and Accepted:	 	 
	 
	 	 	 	 
	AMERICAN EXPRESS ISSUANCE TRUST	 	 
	 
	 	 	 	 
	By:

	 	WILMINGTON TRUST COMPANY,	 	 
	 

	 	not in its individual capacity, but solely

as Owner Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Erwin M. Soriano	 	 
	 

	 	 	 	 
	 

	 	Name: Erwin M. Soriano	 	 
	 

	 	Title: Assistant Vice President	 	 






[Amended and Restated Trust Agreement]





 









 








Exhibit A




[FORM OF] CERTIFICATE OF TRUST OF AMERICAN EXPRESS ISSUANCE TRUST




     This Certificate of Trust of American Express Issuance Trust (the “Trust”), has been
duly executed and is being filed by the undersigned, as trustee, to create a statutory trust under
the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).



     1. Name. The name of the statutory trust created hereby is American Express Issuance
Trust.



     2. Delaware Trustee. The name and business address of the trustee of the Trust in the
State of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-1600, Attention: Corporate Trust Administration.



     3. Effective Date. This Certificate of Trust will be effective May 18, 2005.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with
subsection 3811(a)(1) of the Act.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY,

      not in its individual capacity but solely as

      Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








Exhibit B




AMERICAN EXPRESS ISSUANCE TRUST




[FORM OF] TRANSFEROR CERTIFICATE




          THIS TRANSFEROR CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. NEITHER THIS TRANSFEROR CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT
IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM SUCH REGISTRATION PROVISIONS.




          TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS TRANSFEROR CERTIFICATE IS NOT
PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN
COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO HEREIN.




			
	 
	No. [     ]
	 	One Unit






AMERICAN EXPRESS ISSUANCE TRUST

TRANSFEROR CERTIFICATE




THIS TRANSFEROR CERTIFICATE REPRESENTS A TRANSFEROR INTEREST

RELATING TO THE

AMERICAN EXPRESS ISSUANCE TRUST (THE “TRUST”)




The corpus of the Trust consists of the Trust Estate.




(Not an interest in or obligation of the Transferor

or any affiliate thereof)




          This certifies that American Express Receivables Financing Corporation V LLC is the registered
owner of all of the Transferor Interest, subject to the lien of the Notes as provided in the
Amended and Restated Indenture, dated as of November 1, 2007 (as amended and supplemented, the
“Indenture”), between The Bank of New York, as indenture trustee (the “Indenture
Trustee”) and the Trust, existing pursuant to the American Express Issuance Trust Amended and
Restated Trust Agreement, dated as of November 1, 2007 (as amended and supplemented, the “Trust
Agreement”), between American Express Receivables Financing Corporation V LLC, as beneficiary
and as transferor (the “Transferor”), and Wilmington Trust Company, as owner trustee (not
in its individual capacity, but solely as owner trustee the “Owner Trustee”). The corpus
of the Trust consists of the Trust Estate (as defined in the Trust Agreement). Although a summary
of certain provisions of the Amended and Restated Transfer and Servicing Agreement, dated as of
November 1, 2007 (as amended and supplemented, the “Transfer and Servicing Agreement”),
among the Transferor, American Express Travel Related Services Company, Inc., as servicer and
administrator, the Trust, as issuer, and the Indenture


 









 







Trustee, the Trust Agreement and the Indenture (collectively, the “Agreements”) is set
forth below, this Transferor Certificate does not purport to summarize the Agreements and reference
is made to the Agreements for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the
Owner Trustee. A copy of the Agreements may be requested from the Owner Trustee by writing to the
Owner Trustee. To the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreements.




          This Transferor Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreements, to which Agreements, as amended and supplemented from time to time,
the Transferor by virtue of its acceptance hereof assents and is bound.




          This Transferor Certificate (this “Transferor Certificate”) represents all of the
Transferor’s interest in the Transferor Interest. The Transferor Interest includes the right to
receive a portion of the collections and other amounts at the times and in the amounts specified in
the Indenture and any Indenture Supplement to be paid to the Transferor on behalf of the holder of
the Transferor Interest. In addition to the Transferor Certificate, Notes will be issued to
investors pursuant to the Indenture.




          Unless otherwise specified in an Indenture Supplement with respect to a particular Series of
Notes, the Transferor has entered into the Transfer and Servicing Agreement, and this Transferor
Certificate is issued, with the intention that, for federal, state and local income and franchise
tax purposes, (a) the Notes of each Series, Class or Tranche which are characterized as
indebtedness at the time of their issuance will qualify as indebtedness of the Transferor secured
by the applicable portion of the Trust Estate and (b) the Trust shall not be treated as an
association (or a publicly traded partnership) taxable as a corporation. The Transferor, by the
acceptance of this Transferor Certificate, agrees to treat the Notes for federal, state and local
income and franchise tax purposes as indebtedness of the Transferor. Unless the certificate of
authentication hereon has been executed by or on behalf of the Owner Trustee, by manual signature,
this Transferor Certificate shall not be entitled to any benefit under the Trust Agreement or be
valid for any purpose.




          THIS TRANSFEROR CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.




 









 








          IN WITNESS WHEREOF, the Trust has caused this Transferor Certificate to be duly executed.




	 	 	 	 	 
	 	AMERICAN EXPRESS ISSUANCE TRUST

 	 
	 	By:  	WILMINGTON TRUST COMPANY,
 	 
	 	 	not in its individual capacity, but solely 
as Owner Trustee 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: [                    ], 20[     ]




CERTIFICATE OF AUTHENTICATION





     This is the Transferor Certificate referred to in the within-mentioned Trust Agreement.



	 	 	 	 	 
	 	 	 	 	 
	Wilmington Trust Company,

	 	or
	 	Wilmington Trust Company,
	not in its individual capacity

	 	 	 	not in its individual capacity
	but solely as Owner Trustee

	 	 	 	but solely as Owner Trustee






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	Authorized Signatory
	 	 	 	 	 	Authorized Signatory