EX-4.1



 





Exhibit 4.1




AMERICAN EXPRESS ISSUANCE TRUST




AMENDMENT TO

INDENTURE SUPPLEMENTS




          AMENDMENT, dated as of March 5, 2008 (this “Amendment”), to the Supplements (as
hereinafter described) to the Amended and Restated Indenture, dated as of November 1, 2007 (as
amended and restated, the “Indenture”), between American Express Issuance Trust, a
statutory trust organized under the laws of the State of Delaware, as Issuer (the
“Issuer”), and The Bank of New York, a New York banking corporation, as Indenture Trustee
(the “Indenture Trustee”) and as the initial Securities Intermediary.




RECITALS




          WHEREAS, the Issuer and the Indenture Trustee have previously entered into (i) the Series
2005-1 Indenture Supplement, dated as of September 16, 2005 (the “Series 2005-1
Supplement”), and (ii) the Series 2005-2 Indenture Supplement, dated as of September 16, 2005
(the “Series 2005-2 Supplement” and, together with the Series 2005-1 Supplement, the
“Supplements”)




          WHEREAS, pursuant to Section 10.01 of the Indenture, the Issuer has delivered to the Indenture
Trustee and to Wilmington Trust Company (the “Owner Trustee”) an Officer’s Certificate 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.




          WHEREAS, the Issuer and the Indenture Trustee have satisfied all conditions precedent
contained in the Indenture to entering into this Amendment and this Amendment is authorized and
permitted under the Indenture.




          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 respective Supplements
or the Indenture, as the case may be.



 









 





ARTICLE II




AMENDMENTS TO SUPPLEMENTS




     SECTION 2.01. Amendment to Section 7.04(a).



     (a) Section 7.04(a) of the 2005-1 Supplement shall be deleted in its entirety and inserted in
its place shall be the following:




     (a) On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, shall
forward to each Series 2005-1 Noteholder a statement substantially in the form of
Exhibit B-1 (or otherwise containing substantially comparable information) prepared
by the Servicer and delivered to the Paying Agent.



     (b) Section 7.04(a) of the 2005-2 Supplement shall be deleted in its entirety and inserted in
its place shall be the following:




     (a) On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, shall
forward to each Series 2005-2 Noteholder a statement substantially in the form of
Exhibit B-1 (or otherwise containing substantially comparable information) prepared
by the Servicer and delivered to the Paying Agent.



     SECTION 2.02. Amendment to Section 7.04(b). Section 7.04(b) of each Supplement shall
be deleted in its entirety and inserted in its place shall be the following:




     (b) Not later than each Note Transfer Date, the Servicer shall deliver to the Indenture
Trustee, the Paying Agent, the Transferor, each Note Rating Agency and the Owner Trustee (i)
a statement substantially in the form of Exhibit B-1 (or otherwise containing
substantially comparable information) prepared by the Servicer and (ii) a certificate of a
Servicing Officer substantially in the form of Exhibit C (or otherwise containing
substantially comparable information).



     SECTION 2.03. Amendment to Section 7.04(d).



     (a) Section 7.04(d) of the 2005-1 Supplement shall be deleted in its entirety and inserted in
its place shall be the following:




     (d) On or before January 31 of each calendar year, beginning with calendar year 2008,
the Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series 2005-1
Noteholder, a statement substantially in the form of Exhibit B-2 to this Indenture
Supplement prepared by the Servicer for such calendar year or the applicable portion thereof
during which such Person was a Series 2005-1 Noteholder, together with other information as
is required to be provided by an issuer of indebtedness under the Code. Such obligation of
the Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any requirements of
the Code as from time to time in effect.



 









 





     (b) Section 7.04(d) of the 2005-2 Supplement shall be deleted in its entirety and inserted in
its place shall be the following:




     (d) On or before January 31 of each calendar year, beginning with calendar year 2008,
the Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series 2005-2
Noteholder, a statement substantially in the form of Exhibit B-2 to this Indenture
Supplement prepared by the Servicer for such calendar year or the applicable portion thereof
during which such Person was a Series 2005-2 Noteholder, together with other information as
is required to be provided by an issuer of indebtedness under the Code. Such obligation of
the Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any requirements of
the Code as from time to time in effect.



     SECTION 2.04. Amendment to Exhibits. Each Supplement shall be amended by deleting
Exhibit B thereto and inserting in its place Exhibit B-1 and Exhibit B-2, which shall be in the
forms attached as Exhibit B-1 and Exhibit B-2, respectively, to this Amendment.



ARTICLE III




MISCELLANEOUS




     SECTION 3.01. Ratification of Supplements. As amended by this Amendment, the
Supplements are in all respects ratified and confirmed and each Supplement, 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 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 THE
LAWS OF THE STATE OF NEW YORK, 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 January 1, 2008 upon receipt by the Indenture Trustee and the Owner Trustee
of the following:



     (a) written confirmation from each Note Rating Agency to the effect that the terms of this
Amendment will not cause a Ratings Effect;



     (b) an Officer’s Certificate from 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;



     (c) an Issuer Tax Opinion; and



 









 





     (d) 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,

as Issuer



By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Owner Trustee on behalf of the Trust

 	 
	 	By:  	/s/ Eric E. Overcash
 	 
	 	 	Name:  	Eric E. Overcash 	 
	 	 	Title:  	Financial Services Officer 	 
	 
	 	THE BANK OF NEW YORK,

as Indenture Trustee and Securities Intermediary

 	 
	 	By:  	/s/ Catherine Hughes
 	 
	 	 	Name:  	Catherine M. Hughes 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Amendment to Indenture Supplements]





 











 





EXHIBIT B-1




FORM OF MONTHLY NOTEHOLDERS’ STATEMENT




AMERICAN EXPRESS ISSUANCE TRUST

SERIES 200[_]-[_]




     Pursuant to (i) the Amended and Restated Indenture, dated as of November 1, 2007 (hereinafter
as such agreement may be from time to time, amended or otherwise modified, the
“Indenture”), between American Express Issuance Trust (the “Issuer” or the
“Trust”), and The Bank of New York, as indenture trustee (the “Indenture Trustee”),
as supplemented by the Indenture Supplement, dated as of [___], 200[_] (the “Indenture
Supplement”), between the Issuer and the Indenture Trustee and (ii) the Amended and Restated
Transfer and Servicing Agreement, dated as of November 1, 2007 (hereinafter as such agreement may
be from time to time, amended or otherwise modified, the “Transfer and Servicing
Agreement”), among American Express Receivables Financing Corporation V LLC, as transferor,
American Express Travel Related Services Company, Inc., as servicer and administrator
(“TRS” or the “Servicer”), the Issuer and the Indenture Trustee, TRS as Servicer is
required to prepare certain information each month regarding current payments to the Series
200[_]-[_] Noteholders and the performance of the Trust during the previous monthly period. The
information which is required to be prepared with respect to the Payment Date of
[                     ], and with respect to the performance of the Trust is set forth below.
Certain of the information is presented on the basis of an Outstanding Dollar Principal Amount of
$1,000 per Series 200[_]-[_] Note (a “Note”). Certain other information is presented based
on the aggregate amounts for the Trust as a whole. Capitalized terms used in this Monthly
Statement have their respective meanings set forth in the Indenture, the Indenture Supplement and
the Transfer and Servicing Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	A)	 	Information regarding payments in
respect of the Class A Notes per $1,000 Outstanding
Dollar Principal Amount	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(1	)	 	The total amount of
the payment in respect of the Class A Notes
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(2	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class A Monthly Interest
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(3	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class A Monthly Interest previously
due but not distributed on a prior Payment
Date
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(4	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class A Additional Interest
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(5	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class A	 	 






B-1-1









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Additional Interest
previously due but not distributed on a prior
Payment Date
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(6	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of principal of the Class A Notes
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	B)	 	Information regarding payments in
respect of the Class B Notes, per $1,000 Outstanding
Dollar Principal Amount	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(1	)	 	The total amount of
the payment in respect of the Class B Notes
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(2	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class B Monthly Interest
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(3	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class B Monthly Interest previously
due but not distributed on a prior Payment
Date
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(4	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class B Additional Interest
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(5	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class B Additional Interest
previously due but not distributed on a prior
Payment Date
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(6	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of principal of the Class B Notes
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	C)	 	Information regarding payments in
respect of the Class C Notes, per $1,000 Outstanding
Dollar Principal Amount	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(1	)	 	The total amount of
the payment in respect of Class C Notes
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(2	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class C Monthly Interest
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(3	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class C	 	 






B-1-2









 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Monthly Interest previously
due but not distributed on a prior Payment
Date
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(4	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class C Additional Interest
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(5	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class C Additional Interest
previously due but not distributed on a prior
Payment Date
	 	$                    
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(6	)	 	The amount of the
payment set forth in paragraph (1) above in
respect of principal of the Class C Notes
	 	$                    






	 	 	 	 	 
	 	AMERICAN EXPRESS TRAVEL RELATED

SERVICES COMPANY, INC., as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-1-3









 





FORM OF MONTHLY SERVICER STATEMENT




AMERICAN EXPRESS ISSUANCE TRUST




	 	 	 	 	 
	Monthly Period:
	 	[_]/[_]/[_] to

	 
	 	 	[_]/[_]/[_]
	Record Date:
	 	 	[_]/[_]/[_]
	Payment Date:
	 	 	[_]/[_]/[_]






	 	 	 	 	 
	TRUST ACTIVITY	 	TRUST TOTALS
	1. Number of days in Monthly Period
	 	 	[_]	 
	2. Beginning of Monthly Period Number of Accounts
	 	 	[_]	 
	3. Beginning of Monthly Period Principal Receivables, including
any additions or removals during the Monthly Period
	 	$	[_]	 
	3a. Addition of Principal Receivables
	 	$	[_]	 
	3b. Removal of Principal Receivables
	 	$	[_]	 
	4. Beginning of Monthly Period Invested Amount of Collateral
Certificates
	 	$	[_]	 
	5. Beginning of Monthly Period Excess Funding Amount
	 	$	[_]	 
	6a. Beginning of Monthly Period Required Pool Balance
	 	$	[_]	 
	6b. Beginning of Monthly Period Pool Balance
	 	$	[_]	 
	7. Beginning of Monthly Period Available Overconcentration Account
Amount
	 	$	[_]	 
	8. New Principal Receivables
	 	$	[_]	 
	9. Principal Collections
	 	$	[_]	 
	10. Gross Default Amount
	 	$	[_]	 
	11. End of Monthly Period Principal Receivables
	 	$	[_]	 
	12. End of Monthly Period Invested Amount of Collateral Certificates
	 	$	[_]	 
	13. End of Monthly Period Excess Funding Account Amount
	 	$	[_]	 
	14. End of Monthly Period Pool Balance
	 	$	[_]	 
	15. End of Monthly Period Required Pool Balance
	 	$	[_]	 
	16. End of Monthly Period Available Overconcentration Account Amount
	 	$	[_]	 
	17. Required Overconcentration Account Amount
	 	$	[_]	 
	18. End of Monthly Period Number of Accounts
	 	 	[_]	 






B-1-4









 






	 	 	 	 	 
	TRUST PERFORMANCE	 	 	 	 
	1. Principal Collections
	 	$	[_]	 
	2. Principal Payment Rate
	 	 	[_]	%
	3. Net Default Amount
	 	$	[_]	 
	4. Annualized Net Default Rate
	 	 	[_]	%
	5. Finance Charge Collections
	 	$	[_]	 
	6. Trust Portfolio Yield (Net of Defaults)
	 	 	[_]	%
	7. Delinquencies
	 	 	 	 
	31-60 Days Delinquent
	 	$	[_]	 
	61-90 Days Delinquent
	 	$	[_]	 
	90+ Days Delinquent
	 	$	[_]	 
	Total 30+ Days Delinquent
	 	$	[_]	 






	 	 	 	 	 
	TRANSFEROR AMOUNT	 	 	 	 
	1. Beginning of Monthly Period Pool Balance
	 	$	[_]	 
	2. Beginning of Monthly Period Nominal Liquidation Amount
	 	$	[_]	 
	3. Beginning of Monthly Period Transferor Amount
	 	$	[_]	 
	4. End of Monthly Period Pool Balance
	 	$	[_]	 
	5. End of Monthly Period Nominal Liquidation Amount
	 	$	[_]	 
	6. End of Monthly Period Transferor Amount
	 	$	[_]	 
	7. End of Monthly Period Required Transferor Amount
	 	$	[_]	 






AMERICAN EXPRESS ISSUANCE TRUST

SERIES 200[_]-[_]




	 	 	 	 	 
	SERIES 200[_]-[_] NOMINAL LIQUIDATION AMOUNT	 	 	 	 
	1. Beginning of Monthly Period Series 200[_]-[_] Nominal Liquidation
Amount
	 	$	[_]	 
	2. Reimbursement of previous reductions in the Series 200[_]-[_]
Nominal Liquidation Amount
	 	$	[_]	 
	3. Investor Charge-Offs
	 	$	[_]	 
	4. Reallocated Principal Collections
	 	$	[_]	 
	5. Principal Funding Account Balance
	 	$	[_]	 






B-1-5









 






	 	 	 	 	 
	SERIES 200[_]-[_] NOMINAL LIQUIDATION AMOUNT	 	 	 	 
	6. Payments of principal of the Series 200[_]-[_] Notes
	 	$	[_]	 
	7. End of Monthly Period Series 200[_]-[_] Nominal Liquidation Amount
	 	$	[_]	 






	 	 	 	 	 	 	 	 	 
	REALLOCATION GROUP A ALLOCATIONS	 	Trust Totals	 	Group Totals
	1. Nominal Liquidation Amount
	 	 	 	 	 	$	[_]	 
	2. Finance Charge Collections
	 	$	[_]	 	 	$	[_]	 
	3. Interest
	 	 	 	 	 	$	[_]	 
	4. Net Default Amount
	 	 	 	 	 	$	[_]	 
	5. Servicing Fee paid to the servicer
	 	 	 	 	 	$	[_]	 
	6. Additional Amounts
	 	 	 	 	 	$	[_]	 






	 	 	 	 	 
	SERIES 200[_]-[_] ALLOCATIONS	 	 	 	 
	1. Reallocation Group
	 	 	[A]	 
	2. Shared Excess Available Finance Charge Collections Group
	 	 	[A]	 
	3. Shared Excess Available Principal Collections Group
	 	 	[A]	 
	4. Principal Funding Account Balance
	 	$	[_]	 
	5. Series 200[_]-[_] Floating Allocation Percentage
	 	 	[_]	%
	6. Series 200[_]-[_] Finance Charge Collections
	 	$	[_]	 
	7. Series 200[_]-[_] Reallocation Group A Finance Charge Collections
	 	$	[_]	 
	8. Net Investment Proceeds from Principal Funding Account
	 	$	[_]	 
	9. Amounts withdrawn from the Accumulation Reserve Account
	 	$	[_]	 
	10. Series 200[_]-[_] Available Finance Charge Collections
	 	$	[_]	 
	11. Series 200[_]-[_] Allocation of Shared Excess Available Finance
Charge Collections
	 	$	[_]	 
	12. Series 200[_]-[_] LIBOR Determination Date
	 	 	[_]	 
	13. Series 200[_]-[_] Monthly Interest ([Date] to [Date])
	 	$	[_]	 
	14. Series 200[_]-[_] Servicing Fee paid to the servicer
	 	$	[_]	 
	15. Series 200[_]-[_] Default Amount
	 	$	[_]	 
	16. Series 200[_]-[_] Principal Allocation Percentage
	 	 	[_]	%
	17. Series 200[_]-[_] Allocation of Principal Collections
	 	$	[_]	 
	18. Series 200[_]-[_] Allocation of Shared Excess Available
Principal Charge Collections
	 	$	[_]	 






B-1-6









 






	 	 	 	 	 
	SERIES 200[_]-[_] ALLOCATIONS	 	 	 	 
	19. Series 200[_]-[_] Allocation of amounts withdrawn from the
Overconcentration Account
	 	$	[_]	 






	 	 	 	 	 
	APPLICATION OF SERIES 200[_]-[_] AVAILABLE FINANCE CHARGE COLLECTIONS	 	 	 	 
	1. Series 200[_]-[_] Available Finance Charge Collections
	 	$	[_]	 
	2. Class A Notes ($[_])
	 	 	 	 
	a. Class A Monthly Interest (Note Interest Rate: [_]%)
	 	$	[_]	 
	b. Class A Outstanding Monthly Interest
	 	$	[_]	 
	c. Class A Additional Interest
	 	$	[_]	 
	d. Class A Outstanding Additional Interest
	 	$	[_]	 
	3. Class B Notes ($[_])
	 	 	 	 
	a. Class B Monthly Interest (Note Interest Rate: [_]%)
	 	$	[_]	 
	b. Class B Outstanding Monthly Interest
	 	$	[_]	 
	c. Class B Additional Interest
	 	$	[_]	 
	d. Class B Outstanding Additional Interest
	 	$	[_]	 
	4. Class C Notes ($[_])
	 	 	 	 
	a. Class C Monthly Interest (Note Interest Rate: [_]%)
	 	$	[_]	 
	b. Class C Outstanding Monthly Interest
	 	$	[_]	 
	c. Class C Additional Interest
	 	$	[_]	 
	d. Class C Outstanding Additional Interest
	 	$	[_]	 
	5. Series 200[_]-[_] Servicing Fee paid to servicer
	 	$	[_]	 
	6. Amount equal to Series 200[_]-[_] Default Amount treated as
Series 200[_]-[_] Available Principal Collections
	 	$	[_]	 
	7. Amount equal to unreimbursed reductions in the Series
200[_]-[_] Nominal Liquidation Amount treated as Series
200[_]-[_]

 Available Principal Collections
	 	$	[_]	 
	8. Deposited to Accumulation Reserve Account
	 	$	[_]	 
	9. Deposited to Class C Reserve Account
	 	$	[_]	 
	10. In the event of default and acceleration, amount up to the
outstanding dollar principal amount of the Series 200[_]-[_]
notes treated as Series 200[_]-[_] Available Principal
Collections
	 	$	[_]	 
	11. Remaining amount treated as Shared Excess Available Finance
Charge Collections available for allocation to other series in
Shared Excess Available Finance Charge Collections Group A
	 	$	[_]	 






B-1-7









 






	 	 	 	 	 
	APPLICATION OF SERIES 200[_]-[_] AVAILABLE FINANCE CHARGE COLLECTIONS	 	 	 	 
	12. Remaining amount paid to the holder of the Transferor Interest
	 	$	[_]	 






	 	 	 	 	 	 	 	 	 
	APPLICATION OF SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS ALLOCATED TO	 	 	 	 	 	 	 	 
	SERIES 200[_]-[_]	 	 	 	 	 	 	 	 
	1. Shared Excess Available Finance Charge Collections
	 	$	[_]	 	 	 	 	 
	2. Applied to fund Class A Monthly Interest and Class A
Additional Interest and any past due Class A Monthly Interest and
Class A Additional Interest
	 	$	[_]	 	 	 	 	 
	3. Applied to fund Class B Monthly Interest and Class B
Additional Interest and any past due Class B Monthly Interest and
Class B Additional Interest
	 	$	[_]	 	 	 	 	 
	4. Applied to fund Class C Monthly Interest and Class C
Additional Interest and any past due Class C Monthly Interest and
Class C Additional Interest
	 	$	[_]	 	 	 	 	 
	5. Applied to unpaid Series 200[_]-[_] Servicing Fee
	 	$	[_]	 	 	 	 	 
	6. Amount equal to Series 200[_]-[_] Default Amount treated as
Series 200[_]-[_] Available Principal Collections
	 	$	[_]	 	 	 	 	 
	7. Amount equal to unreimbursed reductions in the Series
200[_]-[_] Nominal Liquidation Amount treated as Series
200[_]-[_] Available Principal Collections
	 	$	[_]	 	 	 	 	 
	8. Deposited to the Accumulation Reserve Account
	 	$	[_]	 	 	 	 	 
	9. Deposited to the Class C Reserve Account
	 	$	[_]	 	 	 	 	 
	10. In the event of default and acceleration, amount up to the
outstanding dollar principal amount of the Series 200[_]-[_]
Notes treated as Series 200[_]-[_] Available Principal
Collections
	 	$	[_]	 	 	 	 	 
	11. Remaining amount treated as Shared Excess Available Finance
Charge Collections available to cover Series Available Finance
Charge Collections Shortfalls
	 	$	[_]	 	 	 	 	 
	12. Remaining amount paid to the holder of the Transferor Interest
	 	$	[_]	 	 	 	 	 






	 	 	 	 	 
	PRINCIPAL COLLECTIONS	 	 	 	 
	1. Series 200[_]-[_] Principal Allocation Percentage
	 	 	[_]	%
	2. Series 200[_]-[_] Principal Collections
	 	$	[_]	 
	3. Reallocated Principal Collections required to pay
shortfalls in interest on the Class A Notes or the Class B
Notes or shortfalls in the Series 200[_]-[_] Servicing Fee and
past due amounts thereon
	 	$	[_]	 
	4. Item 2 minus Item 3
	 	$	[_]	 
	5. Other amounts treated as Series 200[_]-[_] Available
Principal Collections
	 	$	[_]	 






B-1-8









 






	 	 	 	 	 
	PRINCIPAL COLLECTIONS	 	 	 	 
	6. Series 200[_]-[_] Available Principal Collections
(total of items 4 and 5)
	 	$	[_]	 






	 	 	 	 	 
	APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS DURING REVOLVING PERIOD	 	 	 	 
	1. Treated as Shared Excess Available Principal Collections
	 	$	[_]	 






	 	 	 	 	 	 	 	 	 
	APPLICATION OF PRINCIPAL COLLECTIONS DURING CONTROLLED ACCUMULATION PERIOD	 	 	 	 	 	 	 	 
	1. Principal Funding Account
	 	[NA]	 	 	 	 
	2. Treated as Shared Excess Available Principal Collections
	 	[NA]	 	 	 	 






	 	 	 	 	 
	APPLICATION OF PRINCIPAL COLLECTIONS DURING EARLY AMORTIZATION PERIOD	 	 	 	 
	1. Class A Noteholders
	 	[NA]
	2. Class B Noteholders
	 	[NA]
	3. Class C Noteholders
	 	[NA]
	4. Treated as Shared Excess Available Principal Collections
	 	[NA]






	 	 	 	 	 
	APPLICATION OF SHARED EXCESS AVAILABLE PRINCIPAL COLLECTIONS ALLOCATED TO	 	 	 	 
	SERIES 200[_]-[_]	 	 	 	 
	1. Series 200[_]-[_] Available Principal Collections Shortfall
	 	$	[_]	 
	2. Shared Excess Available Principal Collections
	 	$	[_]	 
	3. During the Controlled Accumulation Period:
	 	 	 	 
	3a. Amount deposited in the Principal Funding Account
	 	$	[_]	 
	4. During the Early Amortization Period:
	 	 	 	 
	4a. Paid to the Class A Noteholders
	 	$	[_]	 
	4b. Paid to the Class B Noteholders
	 	$	[_]	 
	4c. Paid to the Class C Noteholders
	 	$	[_]	 






B-1-9









 






	 	 	 	 	 	 	 	 	 
	SERIES 200[_]-[_] PRINCIPAL FUNDING, ACCUMULATION, CLASS C RESERVE	 	 	 	 	 	 	 	 
	ACCOUNT	 	 	 	 	 	 	 	 
	1. Principal Funding Account
	 	 	 	 	 	 	 	 
	Opening Balance
	 	$	[_]	 	 	 	 	 
	Additions
	 	$	[_]	 	 	 	 	 
	Withdrawals
	 	$	[_]	 	 	 	 	 
	Ending Balance
	 	$	[_]	 	 	 	 	 
	2. Investment Proceeds on Principal Funding Account
	 	$	[_]	 	 	 	 	 
	3. Accumulation Reserve Account Amount
	 	 	 	 	 	 	 	 
	Opening Balance
	 	$	[_]	 	 	 	 	 
	Additions
	 	$	[_]	 	 	 	 	 
	Withdrawals
	 	$	[_]	 	 	 	 	 
	Ending Balance
	 	$	[_]	 	 	 	 	 
	4. Accumulation Reserve Account target amount
	 	$	[_]	 	 	 	 	 
	5. Class C Reserve Account Amount
	 	 	 	 	 	 	 	 
	Opening Balance
	 	$	[_]	 	 	 	 	 
	Additions
	 	$	[_]	 	 	 	 	 
	Withdrawals
	 	$	[_]	 	 	 	 	 
	Ending Balance
	 	$	[_]	 	 	 	 	 
	6. Class C Reserve Account target amount
	 	$	[_]	 	 	 	 	 






	 	 	 	 	 
	PORTFOLIO PERFORMANCE DATA	 	 	 	 
	1. Series 200[_]-[_] Portfolio Yield
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%
	2. Series 200[_]-[_] Quarterly Portfolio Yield
	 	 	[_]	%
	3. Series 200[_]-[_] Base Rate
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%
	4. Series 200[_]-[_] Quarterly Base Rate
	 	 	[_]	%
	5. Series 200[_]-[_] Excess Spread Percentage
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%






B-1-10









 






	 	 	 	 	 
	PORTFOLIO PERFORMANCE DATA	 	 	 	 
	6. Series 200[_]-[_] Quarterly Excess Spread Percentage
	 	 	[_]	%
	Is the Quarterly Excess Spread Percentage greater than the
Required Excess Spread Percentage?
	 	[YES]
	7. Principal Payment Rate
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%
	8. Quarterly Principal Payment Rate
	 	 	[_]	%
	Is the Quarterly Principal Payment Rate greater than 60%?
	 	[YES]






	 	 	 	 	 
	 	AMERICAN EXPRESS TRAVEL RELATED

SERVICES COMPANY, INC., as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-1-11











 





EXHIBIT B-2




FORM OF ANNUAL PAYMENT INFORMATION

AMERICAN EXPRESS ISSUANCE TRUST

SERIES 200[_]-[_]




FOR THE YEAR ENDED DECEMBER 31, 200[_]




     The undersigned, a duly authorized representative of American Express Travel Related Services
Company, Inc. (“TRS”), as Servicer pursuant to the Amended and Restated Indenture, dated as of
November 1, 2007 (as amended and restated, the “Indenture”), between American Express Issuance
Trust (the “Issuer” or the “Trust”), and The Bank of New York, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Indenture Supplement, dated as [                    ], 200[_] (the “Indenture
Supplement”), between the Issuer and the Indenture Trustee and (ii) the Amended and Restated
Transfer and Servicing Agreement, dated as of November 1, 2007 (hereinafter as such agreement may
be from time to time, amended or otherwise modified, the “Transfer and Servicing Agreement”), among
American Express Receivables Financing Corporation V LLC, as transferor, American Express Travel
Related Services Company, Inc., as servicer and administrator (“TRS” or the “Servicer”) among TRS,
American Express Receivable Financing Corporation II, American Express Receivable Financing
Corporation III LLC and American Express Receivable Financing Corporation IV LLC, as transferors
(together, the “Transferors”) and The Bank of New York, as trustee (the “Trustee”), does hereby
certify as follows:



     Capitalized terms used in this Certificate have their respective meanings set forth in the
Indenture, the Indenture Supplement and the Transfer and Servicing Agreement.



     Pursuant to Section 7.03 of the Indenture Supplement, the Servicer instructed the Trustee to
pay in accordance with Section 7.03 from the Interest Funding Account or the Principal Funding
Account, as applicable, the following aggregate amounts during the year ended December 31, 200[_]:



	 	 	 	 	 
	A) Pursuant to subsection 7.03(a):
	 	 	 	 
	 
	 	 	 	 
	Interest distributed to Class A Noteholders
	 	$	                    	 
	 
	 	 	 	 
	B) Pursuant to subsection 7.03(b):
	 	 	 	 
	 
	 	 	 	 
	On each Payment Date with respect to the Early
Amortization Period and on the Expected Final
Payment Date principal distributed to the Class A
Noteholders
	 	$	                    	 
	 
	 	 	 	 
	C) Pursuant to subsection 7.03(c):
	 	 	 	 
	 
	 	 	 	 
	Interest distributed to Class B Noteholders
	 	$	                    	 
	 
	 	 	 	 
	D) Pursuant to subsection 7.03(d):
	 	 	 	 






B-2-1









 







	 	 	 	 	 
	On each Payment Date with respect to the Early
Amortization Period and on the Expected Final
Payment Date principal distributed to the Class B
Noteholders
	 	$	                    	 
	 
	 	 	 	 
	E) Pursuant to subsection 7.03(e):
	 	 	 	 
	 
	 	 	 	 
	Interest distributed to Class C Noteholders
	 	$	                    	 
	 
	 	 	 	 
	F) Pursuant to subsection 7.03(f):
	 	 	 	 
	 
	 	 	 	 
	On each Payment Date with respect to the Early
Amortization Period and on the Expected Final
Payment Date principal distributed to the Class C
Noteholders
	 	$	                    	 





IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this [_] day of January,
200[_].




	 	 	 	 	 	 	 
	 	 	AMERICAN EXPRESS TRAVEL RELATED
 SERVICES COMPANY,
INC., as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







B-2-2