Exhibit 4.2

 
	
  

 
	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION

 
	
  

 
	
 - and -

 
	
  

 
	
 3222188 NOVA SCOTIA COMPANY

 
	
  

 
	
 - and -

 
	
  

 
	
 AMERICAN EXPRESS CREDIT CORPORATION

 
	
 as Guarantor

 
	
  

 
	
 - and -

 
	
  

 
	
 COMPUTERSHARE TRUST COMPANY OF CANADA

 
	
 as Trustee

 
	
  

 
	

 


 
	
  

 
	
 FIRST SUPPLEMENTAL INDENTURE

 
	
  

 
	

 


 
	
  

 
	
 Dated as of January 22, 2008

 









THIS FIRST SUPPLEMENTAL INDENTURE
is made as of the 22nd day of January, 2008,


BETWEEN:


	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION,
 an unlimited liability company incorporated under the laws of the Province of
 Nova Scotia,

 
	
  

 	
  

 
	
  

 	
 (the “Corporation”)

 
	
  

 	
  

 
	
  

 	
 OF THE FIRST PART

 
	
  

 	
  

 
	
  

 	
 - and -

 
	
  

 	
  

 
	
  

 	
 3222188 NOVA
 SCOTIA COMPANY, an unlimited liability company incorporated under
 the laws of the Province of Nova Scotia,

 
	
  

 	
  

 
	
  

 	
 (“New NSULC”)

 
	
  

 	
  

 
	
  

 	
 OF THE SECOND PART

 
	
  

 	
  

 
	
  

 	
 - and -

 
	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CREDIT CORPORATION, a
 corporation incorporated under the laws of the State of Delaware,

 
	
  

 	
  

 
	
  

 	
 (the “Guarantor”)

 
	
  

 	
  

 
	
  

 	
 OF THE THIRD PART

 
	
  

 	
  

 
	
  

 	
 - and -

 
	
  

 	
  

 
	
  

 	
 COMPUTERSHARE TRUST
 COMPANY OF CANADA, a trust company
 incorporated under the federal laws of Canada,

 
	
  

 	
  

 
	
  

 	
 (the “Trustee”)

 
	
  

 	
  

 
	
  

 	
 OF THE FOURTH PART

 



WITNESSETH THAT:


WHEREAS the
Corporation, the Guarantor and the Trustee are parties to a Trust Indenture
dated as of October 28, 2005 (the “Trust
Indenture”), pursuant to which the Corporation is authorized to
issue and the Trustee is authorized to certify Notes from time to time of an
unlimited aggregate principal amount;


AND WHEREAS
capitalized terms used herein and not otherwise defined shall have the meaning
given such terms in the Trust Indenture;


AND WHEREAS pursuant
to the Trust Indenture, the Guarantor has provided a Guarantee in respect of
amounts payable under each Note issued and certified under the Trust Indenture
when and as the same shall become due and payable;





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AND WHEREAS the
following Notes have been issued to date by the Corporation and certified under
the Trust Indenture and such Notes remain outstanding as of the date hereof:
Cdn. $500,000,000 Fixed Rate Notes due November 12, 2010, Cdn. $500,000,000
Fixed Rate Notes due January 27, 2009, Cdn. $200,000,000 Fixed Rate Notes due
April 14, 2008, Cdn. $350,000,000 Fixed Rate Notes due May 20, 2011 and Cdn.
$450,000,000 Floating Rate Notes due July 21, 2008;


AND WHEREAS Article
7 of the Trust Indenture prohibits the Corporation from transferring its
properties and assets substantially as an entirety to any Person unless: (A)
(i) the Successor which shall have acquired such properties and assets is a
corporation, partnership, limited liability company or trust organized and
existing under the laws of Canada or any province thereof and (ii) such
Successor assumes payment of the principal of, and premium, if any, and
interest, if any, and other amounts payable under the Trust Indenture in
respect of the Notes and assumes the performance or observance of every
covenant to be performed or observed by the Corporation under the Notes; and
(B) immediately thereafter, neither an Event of Default (or event which, with
notice or lapse of time, or both, would be such) nor a breach of the Trust
Indenture (including, without limitation, where applicable, the Guarantee)
shall have occurred and be continuing.


AND WHEREAS in
connection with a corporate reorganization, the Corporation is transferring to
New NSULC its properties and assets substantially as an entirety (the
“Transfer”) and in connection therewith New NSULC is assuming the obligation of
the Corporation to make payment of all amounts due under the Notes and assuming
the performance or observance of every covenant to be performed by the
Corporation under the Notes and the Trust Indenture; 


AND WHEREAS New
NSULC is a permitted Successor under Article 7 of the Trust Indenture;


AND WHEREAS
immediately after completion of the Transfer and assumption by New NSULC of the
obligation of the Corporation to make payment of all amounts due under the
Notes and the performance or observance of every covenant to be performed by
the Corporation under the Notes and the Trust Indenture, neither an Event of
Default (or event which, with notice or lapse of time, or both, would be such)
nor a breach of the Trust Indenture (including, without limitation, where
applicable, the Guarantee) shall have occurred and be continuing;


AND WHEREAS the
Trust Indenture also provides that upon compliance with the conditions of
Article 7 of the Trust Indenture, the Corporation shall be discharged from its
respective obligations and covenants under the Notes and the Trust Indenture; 


AND WHEREAS after
the Transfer and the assumption by New NSULC of the obligation of the
Corporation to make payment of all amounts due under the Notes and the
performance or observance of every covenant to be performed by the Corporation
under the Notes and the Trust Indenture, the Guarantor wishes to confirm its
Guarantee in respect of amounts payable under such Notes;


AND WHEREAS Section
9.1 of the Trust Indenture provides that the Corporation, the Guarantor and the
Trustee may execute indentures supplemental to the Trust Indenture to evidence
the succession of the Successors and the covenants of and obligations assumed
by such Successors in accordance with the provisions of Article 7 of the Trust
Indenture;





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AND WHEREAS the
Corporation, New NSULC, the Guarantor and the Trustee wish to execute this
First Supplemental Indenture to evidence the succession of New NSULC to the
covenants and obligations of the Corporation under the Notes and the Trust
Indenture and to evidence the release of the Corporation from its covenants and
obligations under the Notes and the Trust Indenture;


AND WHEREAS the
foregoing recitals and any statements of facts relating to the Corporation, New
NSULC and the Guarantor in this First Supplemental Indenture are and shall be
deemed to be made by the Corporation, New NSULC and the Guarantor respectively
and not by the Trustee;


NOW THEREFORE, in
consideration of the foregoing, the Corporation, New NSULC, the Guarantor and
the Trustee hereby agree as follows:


ARTICLE 1

ASSUMPTION BY NEW NSULC AND RELEASE OF THE CORPORATION


	
  

 	
  

 
	
 1.1

 	
 Assumption by New NSULC

 



In consideration
for the Transfer, New NSULC hereby assumes the obligation of the Corporation to
make payment of the principal of, and premium, if any, and interest, if any,
and any other amounts payable under the Notes and hereby assumes the
performance or observance of every covenant to performed or observed by the
Corporation under the Notes and the Trust Indenture.


	
  

 	
  

 
	
 1.2

 	
 Release of the Corporation

 



The
Corporation is hereby discharged and released from all of its obligations and
covenants under the Notes and the Trust Indenture.


	
  

 	
  

 
	
 1.3

 	
 Vesting of Powers in New NSULC

 



In accordance
with Section 7.2 of the Trust Indenture, New NSULC shall possess and from time
to time may exercise each and every right and power of the Corporation under
the Trust Indenture in the name of the Corporation or otherwise and any act or
proceeding required by any provisions of this Trust Indenture to be done or
performed by any Directors or officers of the Corporation may be done and
performed with like force and effect by the like directors or officers of New
NSULC. Accordingly, all references in the Notes and the Trust Indenture to
“American Express Canada Credit Corporation” shall hereafter mean to refer to
“3222188 Nova Scotia Company”.


ARTICLE 2

CONFIRMATION OF GUARANTEE


	
  

 	
  

 
	
 2.1

 	
 Guarantee Continues in Full Force and Effect

 



The Guarantor
hereby confirms that the Guarantee in respect of amounts payable under the
Notes shall continue in full force and effect, unamended by this First
Supplemental Indenture and shall continue to apply to any Note which
obligations were assumed by New NSULC hereunder and shall apply to any Note
hereinafter issued by New NSULC and certified by the Trustee under the Trust
Indenture. 





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ARTICLE 3

ACCEPTANCE BY THE TRUSTEE


	
  

 	
  

 
	
 3.1

 	
 Acceptance by the Trustee

 



The Trustee
hereby accepts this First Supplemental Indenture and agrees to perform the same
under the terms and conditions set forth in this First Supplemental Indenture.


ARTICLE 4

EFFECT OF FIRST SUPPLEMENTAL INDENTURE


	
  

 	
  

 
	
 4.1

 	
 Effect of First Supplemental Indenture 

 
	
  

 	
  

 
	
 Upon
 execution and delivery of this First Supplemental Indenture by each of the
 Corporation, New NSULC, the Guarantor and the Trustee, the Trust Indenture
 shall be supplemented and amended in accordance with the terms set forth
 herein, and this First Supplemental Indenture shall form a part of the Trust
 Indenture for all purposes, and every holder of Notes or holder of Notes
 hereinafter authenticated and delivered under the Trust Indenture shall be
 bound thereby.

 
	
  

 	
  

 
	
 4.2

 	
 Trust Indenture Remains in Full Force and Effect 

 
	
  

 	
  

 
	
 Except as
 supplemented or amended by this First Supplemental Indenture, all other
 provisions of the Trust Indenture and the Notes, to the extent not
 inconsistent with the terms and provisions of this First Supplemental Indenture
 shall remain in force and effect, unamended hereby.

 
	
  

 	
  

 
	
 4.3

 	
 Incorporation of Trust Indenture 

 
	
  

 	
  

 
	
 All of the
 provisions in this First Supplemental Indenture shall be deemed to be
 incorporated in, and made a part of, the Trust Indenture and the Trust
 Indenture, as supplemented and amended by this First Supplemental Indenture
 shall be read, taken and construed as one and the same instrument.
 Accordingly, all references to the “Trust Indenture” shall hereinafter mean
 to refer to the Trust Indenture, as supplemented and amended by this First
 Supplemental Indenture.

 
	
  

 	
  

 
	
 4.4

 	
 Counterparts 

 
	
  

 	
  

 
	
 This First
 Supplemental Indenture may be simultaneously executed in several counterparts
 and by facsimile, each of which when so executed shall be deemed to be an
 original and all of such counterparts shall together constitute but one and
 the same instrument and notwithstanding their date of execution shall be
 deemed to bear the date of January 22, 2008.

 
	
  

 	
  

 
	
 4.5

 	
 Effective Time

 
	
  

 	
  

 
	
 The parties
 acknowledge and agree that the transactions contemplated by this First
 Supplemental Indenture have occurred and that this First Supplemental
 Indenture has become effective after the close of business in Toronto,
 Ontario on the date hereof.

 









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 4.6

 	
 Effect of Headings

 
	
  

 	
  

 
	
 The division
 of this First Supplemental Indenture into Articles and sections and the
 insertion of headings are for convenience of reference and shall not affect
 the construction or interpretation thereof. 

 
	
  

 	
  

 
	
 4.7

 	
 Successors 

 
	
  

 	
  

 
	
 All
 covenants and agreements contained in this First Supplemental Indenture shall
 be binding upon and accrue to the benefit of the respective successors of
 each of the parties hereto. 

 
	
  

 	
  

 
	
 4.8

 	
 Applicable Law 

 
	
  

 	
  

 
	
 This First
 Supplemental Indenture (except confirmation of the Guarantee) shall be
 governed by, and construed in accordance with the laws of the Province of
 Ontario and the federal laws of Canada applicable therein and shall be
 treated in all respects as an Ontario contract. The confirmation of the
 Guarantee in Article 2 shall be governed by, and construed in accordance
 with, the laws of the State of New York.

 


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IN WITNESS WHEREOF the
parties hereto have executed these presents under the hands of their proper
officers in that behalf.


	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CANADA CREDIT CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  /s/ Johanne Ghali 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name: Johanne Ghali
 

 
	
  

 	
  

 	
   Title: Treasurer
 

 
	
  

 	
  

 	
  

 
	
  

 	
 3222188 NOVA SCOTIA COMPANY

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  /s/ Bonnie Severin 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name: Bonnie Severin
 

 
	
  

 	
  

 	
   Title: President

 
	
  

 	
  

 	
  

 
	
  

 	
 AMERICAN EXPRESS CREDIT CORPORATION

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  /s/ Christopher S. Forno

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name: Christopher S. Forno
 

 
	
  

 	
  

 	
   Title:  President and CEO
 

 
	
  

 	
  

 	
  

 
	
  

 	
 COMPUTERSHARE TRUST COMPANY OF CANADA

 
	
  

 	
  

 
	
  

 	
 By: 

 	
  /s/ Lisa M. Kudo 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name: Lisa M. Kudo
 

 
	
  

 	
  

 	
   Title: Professional, Corporate Trust
 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/  Melissa Banfield 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
   Name: Melissa Banfield
 

 
	
  

 	
  

 	
   Title: Professional, Corporate Trust