EX-4.2






Exhibit 4.2




FIRST AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT




          This FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, dated as of October 24, 2008 (this
“Amendment”), is between American Express Centurion Bank, a Utah industrial loan company
(“Centurion”), and American Express Receivables Financing Corporation III LLC, a Delaware
limited liability company (“RFC III”). This Amendment amends the Receivables Purchase
Agreement, dated as of April 16, 2004 (the “Receivables Purchase Agreement” and, together
with this Amendment, the “Amended Receivables Purchase Agreement”).




RECITALS




          1. Pursuant to Section 9.01 of the Receivables Purchase Agreement, Centurion and RFC III have
given prior notice of this Amendment to the Trustee and each Rating Agency, and Centurion has
delivered to RFC III an Officer’s Certificate of Centurion, dated the date of this Amendment,
stating that Centurion reasonably believes that this Amendment will not cause a Pay-Out Event or a
Reinvestment Event.




          2. Centurion and RFC III have satisfied all conditions precedent contained in the Receivables
Purchase Agreement to entering into this Amendment and this Amendment is authorized and permitted
under the Receivables Purchase Agreement. All capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Receivables Purchase Agreement.




          3. 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:




AMENDMENTS




          SECTION 1. Amendment to Section 1.01.




          (a) The definition of “First Amendment Effective Date” shall be added to Section 1.01
of the Receivables Purchase Agreement and it shall read as follows:




          “First Amendment Effective Date” shall mean October 25, 2008.




          (b) The definition of “Monthly Period” in Section 1.01 of the Receivables Purchase
Agreement shall be deleted in its entirety and inserted in its place shall be the following:





“Monthly Period” shall mean, with respect to each Distribution Date, the
period (a) from and including the third day following the last day of the seventh
billing cycle applicable to the Accounts ending during the second preceding calendar
month and (b) to and including the second day following the last day of the seventh
billing cycle applicable to the Accounts ending in the calendar month



 









 







immediately preceding the calendar month in which such Distribution Date shall
occur.



          SECTION 2. Miscellaneous. The amendments provided for by this Amendment shall become
effective as of the First Amendment Effective Date upon occurrence of the following:




          (a) Written confirmation has been received by RFC III from each Rating Agency that this
Amendment will not result in the reduction or withdrawal of the respective ratings of such Rating
Agency for any securities issued by the Trust;




          (b) Centurion has delivered to RFC III an Officer’s Certificate of Centurion to the effect
that Centurion reasonably believes that this Amendment will not cause a Pay-Out Event or a
Reinvestment Event; and




          (c) Counterparts of this Amendment have been duly executed by the parties hereto.




          SECTION 3. Receivables Purchase Agreement in Full Force and Effect as Amended. The
Receivables Purchase Agreement is hereby amended by providing that all references therein to the
“Receivables Purchase Agreement,” “this Agreement,” “hereby,” “hereof” and “herein” shall be deemed
from and after the effective date of this Amendment to be a reference to the Amended Receivables
Purchase Agreement. Except as expressly amended hereby, all of the representations, warranties,
terms, covenants and conditions of the Receivables Purchase Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance with their terms and
except as expressly provided herein, this Amendment shall not constitute or be deemed to constitute
a waiver of compliance with or consent to non-compliance with any term or provision of the
Receivables Purchase Agreement.




          SECTION 4. Counterparts. This Amendment may be executed in two or more counterparts
(and by different parties on separate counterparts), each of which shall be an original, but all of
which together shall constitute one and the same instrument.




          SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.




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     IN WITNESS WHEREOF, RFC III and Centurion have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year first written above.



	 	 	 	 	 
	 	AMERICAN EXPRESS CENTURION BANK

 	 
	 	By:  	/s/ Catherine M. Hogan
 	 
	 	 	Name:  	Catherine M. Hogan 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES

FINANCING CORPORATION III LLC

 	 
	 	By:  	/s/ Catherine M. Hogan
 	 
	 	 	Name:  	Catherine M. Hogan 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	Acknowledged and Accepted by:	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON,	 	 
	as Trustee	 	 
	 
	 	 	 	 
	By:

	 	/s/ Catherine L. Cerilles
 

Name: Catherine L. Cerilles
	 	 
	 

	 	Title: Vice President