EX-4.4



 Exhibit 4.4 

Execution Copy 
 AMERICAN
EXPRESS ISSUANCE TRUST II 
 SECOND AMENDMENT TO 

AMENDED AND RESTATED INDENTURE 

This SECOND AMENDMENT TO AMENDED AND RESTATED INDENTURE, dated as of April 13, 2015 (this “Amendment”), to the Amended
and Restated Indenture, dated as of March 12, 2013 (as amended and restated and as otherwise modified from time to time, the “Indenture”), between American Express Issuance Trust II, a statutory trust organized under the laws
of the State of Delaware, as Issuer (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as Indenture Trustee (in such capacity, the “Indenture Trustee”) and as Securities Intermediary,
is made and entered into as of April 13, 2015. 
 RECITALS 

WHEREAS, the Issuer and the Indenture Trustee have previously entered into the Indenture; and 

WHEREAS, pursuant to Section 10.01 of the Indenture, the parties hereto desire to amend the Indenture as provided herein. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each party hereto agrees as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.01.
Defined Terms Not Defined Herein. All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Indenture. 

ARTICLE II 
 AMENDMENT TO
INDENTURE 
 SECTION 2.01. Amendment to Section 1.01. 

(a) The definition of “Monthly Period” in Section 1.01 of the Indenture is hereby deleted and replaced with the following;
provided, however, that the Monthly Period with respect to the May 2015 Payment Date shall have commenced on March 29, 2015 and shall continue to and include April 30, 2015: 

“Monthly Period” means, with respect to each Payment Date, unless otherwise provided in an Indenture
Supplement, the calendar month immediately preceding such Payment Date; provided, however, that the initial Monthly Period with respect to any Series will commence on the Closing Date with respect to such Series. 







 ARTICLE III 

MISCELLANEOUS 
 SECTION 3.01.
Ratification of Indenture. As amended by this Amendment, the Indenture is in all respects ratified and confirmed and the Indenture, as amended by this Amendment, shall be read, taken and construed as one and the same instrument. 

SECTION 3.02. Counterparts. This Amendment may be executed in two or more counterparts, and by different parties on separate
counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 
 SECTION
3.03. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 SECTION 3.04.
Effectiveness. The amendments provided for by this Amendment shall become effective as of April 16, 2015 upon: 
 (a) receipt by
the Indenture Trustee and the Owner Trustee of an Officer’s Certificate of the Issuer to the effect that the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect
at any time in the future; 
 (b) receipt by the Indenture Trustee and the Owner Trustee of an Issuer Tax Opinion delivered in connection
with this Amendment pursuant to Section 10.01 of the Indenture; 
 (c) receipt by the Indenture Trustee of an Opinion of Counsel
delivered in connection with this Amendment pursuant to Section 10.03 of the Indenture; 
 (d) receipt by the Issuer, the Transferor or
the Servicer of written notice from each Note Rating Agency that the amendments provided for by this Amendment will not result in a reduction or withdrawal of its ratings on any outstanding Notes of any Series, Class or Tranche; and 

(e) delivery of counterparts of this Amendment, duly executed by the parties hereto. 

[Signature page follows.] 







 IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Amendment to be duly
executed by their respective officers as of the day and year first above written. 
  

			
	AMERICAN EXPRESS ISSUANCE TRUST II,
	as Issuer
		
	By:		WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
		
	By:		     /s/ Erwin M. Soriano

			Name: Erwin M. Soriano
			Title:   Vice President
	
	THE BANK OF NEW YORK MELLON,
	as Indenture Trustee and Securities Intermediary
		
	By:		     /s/ Michael Commisso

			Name: Michael Commisso
			Title:   Vice President


 [Second Amendment to Amended and Restated Indenture] 







 Acknowledged and Accepted: 

AMERICAN EXPRESS RECEIVABLES 
 FINANCING CORPORATION VIII LLC,

 as Transferor 
  

			
	By:		     /s/ Anderson Y. Lee

			Name: Anderson Y. Lee
			Title: Vice President and Treasurer

 AMERICAN EXPRESS TRAVEL RELATED 

SERVICES COMPANY, INC., 
 as Servicer and Administrator 

 

			
	By:		     /s/ David L. Yowan

			Name: David L. Yowan
			Title: Treasurer

 [Second Amendment to Amended and Restated Indenture]