Exhibit 4.3

 
	
  

 
	
 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

 
	
  

 
	

 


 
	
  

 
	
 SECOND SUPPLEMENTAL INDENTURE

 
	
  

 
	

 


 
	
  

 
	
 Dated as of January 22, 2008

 









THIS SECOND 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 “Original Indenture”), as amended and supplemented by a First Supplemental
Indenture dated as of January 22, 2008 between the Corporation, New NSULC, the
Guarantor and the Trustee (the “First Supplemental Indenture”) (the Original
Indenture as amended and supplemented by the First Supplemental Indenture, the
“Trust Indenture”);  


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





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AND WHEREAS pursuant to the Original
Indenture, the Corporation was authorized to issue and the Trustee was
authorized to certify Notes from time to time of an unlimited aggregate
principal amount;


AND WHEREAS pursuant to the First
Supplemental Indenture and in connection with a corporate reorganization
pursuant to which the Corporation transferred to New NSULC the Corporation’s
properties and assets substantially as an entirety, New NSULC assumed the
obligation of the Corporation to make payment of all amounts due under the
Notes and assumed the performance or observance of every covenant to be
performed by the Corporation under the Notes and the Original Indenture; 


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


AND WHEREAS the following Notes were
issued by the Corporation and certified under the Original Indenture and the
obligations under such Notes were assumed by New NSULC pursuant to the First
Supplemental Indenture and 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 New NSULC 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 New
NSULC 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, New NSULC is transferring to the Corporation New
NSULC’s properties and assets substantially as an entirety (the “Transfer”) and
in connection therewith the Corporation is assuming the obligation of New NSULC
to make payment of all amounts due under the Notes and assuming the performance
or observance of every covenant to be performed by New NSULC under the Notes
and the Trust Indenture; 


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


AND WHEREAS immediately after
completion of the Transfer and assumption by the Corporation of the obligation
of New NSULC to make payment of all amounts due under the Notes and the
performance or observance of every covenant to be performed by New NSULC 





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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, New NSULC 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 the Corporation of the obligation of New NSULC to make payment of
all amounts due under the Notes and the performance or observance of every
covenant to be performed by New NSULC 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 New NSULC, 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;


AND WHEREAS the Corporation, New
NSULC, the Guarantor and the Trustee wish to execute this Second Supplemental
Indenture to evidence the succession of the Corporation to the covenants and
obligations of New NSULC under the Notes and the Trust Indenture and to
evidence the release of New NSULC 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 Second 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 THE CORPORATION AND RELEASE OF NEW NSULC


	
  

 	
  

 
	
 1.1

 	
 Assumption by the Corporation 

 
	
  

 	
  

 
	
 In consideration for the Transfer, the Corporation
 hereby assumes the obligation of New NSULC 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 New NSULC under the Notes and the Trust
 Indenture.

 
	
  

 	
  

 
	
 1.2

 	
 Release of New NSULC

 
	
  

 	
  

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

 









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 1.3

 	
 Vesting of Powers in the
 Corporation 

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 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 Second Supplemental Indenture and shall continue to
 apply to any Note which obligations were assumed by the Corporation hereunder
 and shall apply to any Note hereinafter issued by the Corporation and
 certified by the Trustee under the Trust Indenture. 

 
	
  

 	
  

 
	
 ARTICLE 3

 
	
 ACCEPTANCE BY THE TRUSTEE

 
	
  

 	
  

 
	
 3.1

 	
 Acceptance by the Trustee

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 ARTICLE 4

 
	
 EFFECT OF SECOND SUPPLEMENTAL INDENTURE

 
	
  

 	
  

 
	
 4.1

 	
 Effect of Second Supplemental
 Indenture 

 
	
  

 	
  

 
	
 Upon execution and delivery of this Second
 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 Second 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 Second
 Supplemental Indenture, all other provisions of the Trust Indenture and the
 Notes, to the extent not inconsistent with the terms and provisions of this
 Second Supplemental Indenture shall remain in force and effect, unamended
 hereby.

 









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 4.3

 	
 Incorporation of Trust Indenture 

 
	
  

 	
  

 
	
 All of the provisions in this Second 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
 Second 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 Second Supplemental Indenture.

 
	
  

 	
  

 
	
 4.4

 	
 Counterparts 

 
	
  

 	
  

 
	
 This Second 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 Second Supplemental Indenture have occurred
 and that this Second Supplemental Indenture has become effective after the
 close of business in Toronto, Ontario on the date hereof.

 
	
  

 	
  

 
	
 4.6

 	
 Effect of Headings 

 
	
  

 	
  

 
	
 The division of this Second 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
 Second 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 Second 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