EX-4.2



 





Exhibit 4.2




AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST




OMNIBUS AMENDMENT

TO SERIES SUPPLEMENTS




          OMNIBUS AMENDMENT, dated as of March 5, 2008 (this “Amendment”), to the Supplements
(as hereinafter described) to the Pooling and Servicing Agreement, dated as of May 16, 1996, as
amended and restated as of January 1, 2006 (as so amended and restated and in effect on the date
hereof, the “Agreement”), among American Express Receivables Financing Corporation II, a
Delaware corporation (“RFC II”), American Express Receivables Financing Corporation III
LLC, a Delaware limited liability company (“RFC III”), and American Express Receivables
Financing Corporation IV LLC, a Delaware limited liability company (“RFC IV”), as
Transferors, American Express Travel Related Services Company, Inc., a New York corporation
(“TRS”), as Servicer, and The Bank Of New York, a New York banking corporation, as Trustee
(the “Trustee”).




RECITALS




          WHEREAS, RFC II, RFC III and RFC IV (or their predecessors in interest, as applicable), as
Transferors, TRS, as Servicer, and the Trustee have previously entered into (i) the Series 2001-5
Supplement, dated as of May 9, 2001 (as amended, the “Series 2001-5 Supplement”), (ii) the
Series 2002-1 Supplement, dated as of February 21, 2002 (as amended, the “Series 2002-1
Supplement”), (iii) the Series 2002-2 Supplement, dated as of April 25, 2002 (as amended, the
“Series 2002-2 Supplement”), (iv) the Series 2002-3 Supplement, dated as of May 16, 2002
(as amended, the “Series 2002-3 Supplement”), (v) the Series 2002-5 Supplement, dated as of
July 17, 2002 (as amended, the “Series 2002-5 Supplement”), (vi) the Series 2002-6
Supplement, dated as of August 15, 2002 (as amended, the “Series 2002-6 Supplement”), (vii)
the Series 2003-1 Supplement, dated as of February 20, 2003 (as amended, the “Series 2003-1
Supplement”), (viii) the Series 2003-2 Supplement, dated as of April 2, 2003 (as amended, the
“Series 2003-2 Supplement”), (ix) the Series 2003-3 Supplement, dated as of May 7, 2003
(as amended, the “Series 2003-3 Supplement”), (x) the Series 2004-1 Supplement, dated as of
March 1, 2004 (as amended, the “2004-1 Supplement”), (xi) the Series 2004-2 Supplement,
dated as of June 2, 2004 (as amended, the “2004-2 Supplement”), (xii) the Series 2004-3
Supplement, dated as of June 2, 2004 (as amended, the “2004-3 Supplement”), (xiii) the
Series 2004-4 Supplement, dated as of August 17, 2004 (as amended, the “2004-4
Supplement”), (xiv) the Series 2004-5 Supplement, dated as of September 23, 2004 (as amended,
the “2004-5 Supplement”), (xv) the Series 2005-1 Supplement, dated as of March 24, 2005 (as
amended, the “2005-1 Supplement”), (xvi) the Series 2005-2 Supplement, dated as of March
24, 2005 (as amended, the “2005-2 Supplement”), (xvii) the Series 2005-3 Supplement, dated
as of June 17, 2005 (as amended, the “2005-3 Supplement”), (xviii) the Series 2005-4
Supplement, dated as of June 17, 2005 (as amended, the “2005-4 Supplement”), (xix) the
Series 2005-5 Supplement, dated as of July 21, 2005 (as amended, the “2005-5 Supplement”),
(xx) the Series 2005-6 Supplement, dated as of
August 18, 2005 (as amended, the “2005-6 Supplement”), (xxi) the Series 2005-7
Supplement,



 









 






dated as of August 18, 2005 (as amended, the “2005-7 Supplement”), and (xxii)
the Series 2005-8 Supplement, dated as of November 22, 2005 (as amended, the “2005-8
Supplement”);




          WHEREAS, each of the series supplements listed in the preceding paragraph are, collectively,
the “Supplements”;




          WHEREAS, the parties to each of the Supplements now wish to amend the Supplements as set forth
herein;




          WHEREAS, pursuant to Section 13.01(a) of the Agreement, each of RFC II, RFC III and RFC IV has
delivered to the Trustee an Officer’s Certificate, dated the date of this Amendment, stating that
RFC II, RFC III and RFC IV, respectively, reasonably believes that this Amendment will not have an
Adverse Effect; and




          WHEREAS, RFC II, RFC III, RFC IV and the Servicer have satisfied all conditions precedent
contained in the Pooling and Servicing Agreement to entering into this Amendment and this Amendment
is authorized and permitted under the Pooling and Servicing Agreement.




          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 Agreement, as the case may be.




ARTICLE II




AMENDMENTS TO SUPPLEMENTS




          SECTION 2.01. Amendment to Section 5.02(a). Section 5.02(a) of each Supplement shall
be deleted in its entirety and inserted in its place shall be the following, it being understood
that any reference to “Series 200[_]-[_]” shall be read to be a reference to the applicable series
designation:





     (a) On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall
forward to each Series 200[_]-[_] Certificateholder a statement substantially in the form of
Exhibit C-1 to this Supplement prepared by the Servicer and delivered to the Paying
Agent.




          SECTION 2.02. Amendment to Section 5.02(b). Section 5.02(b) of each Supplement shall
be deleted in its entirety and inserted in its place shall be the following:




 









 









     (b) Not later than each Determination Date, the Servicer shall deliver to the Trustee,
the Paying Agent, the Transferors, each Rating Agency and the Collateral Interest Holder (i)
a statement substantially in the form of Exhibit C-1 to this Supplement prepared by
the Servicer and (ii) a certificate of a Servicing Officer substantially in the form of
Exhibit D.



          SECTION 2.03. Amendment to Section 5.02(d). Section 5.02(d) of each Supplement shall
be deleted in its entirety and inserted in its place shall be the following, it being understood
that any reference to “Series 200[_]-[_]” shall be read to be a reference to the applicable series
designation:





     (d) On or before January 31 of each calendar year, beginning with calendar year 2008,
the Paying Agent, on behalf of the Trustee, shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 200[_]-[_]
Certificateholder, a statement substantially in the form of Exhibit C-2 to this
Supplement prepared by the Servicer for such calendar year or the applicable portion thereof
during which such Person was a Series 200[_]-[_] Certificateholder, 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 C thereto and inserting in its place Exhibit C-1 and Exhibit C-2, which shall be in the
forms attached as Exhibit C-1 and Exhibit C-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 Trustee of the following, each of which
shall be satisfactory to the Trustee in its sole discretion, except as otherwise provided:




               (a) notification in writing from each of Moody’s and Standard & Poor’s to the effect that the
terms of this Amendment will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency;



               (b) an Officer’s Certificate from each Transferor addressed and delivered to the Trustee
certifying that this Amendment shall not have an Adverse Effect;



               (c) an Opinion of Counsel from the Servicer to the Trustee substantially in the form of
Exhibit E-1 to the Agreement; and



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



 









 





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




	 	 	 	 	 
	 	AMERICAN EXPRESS RECEIVABLES

FINANCING CORPORATION II, 

as a Transferor

 	 
	 	By:  
	/s/ Maureen Ryan
 	 
	 	 	Name:  	Maureen Ryan  	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES

FINANCING CORPORATION III LLC, 

as a Transferor

 	 
	 	By:  
	/s/ Catherine M. Hogan
 	 
	 	 	Name:  	Catherine M. Hogan  	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN EXPRESS RECEIVABLES

FINANCING CORPORATION IV LLC, 

as a Transferor

 	 
	 	By:  
	/s/ Robert C. Radle
 	 
	 	 	Name:  	Robert C. Radle  	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN EXPRESS TRAVEL RELATED

SERVICES COMPANY, INC., 

as Servicer

 	 
	 	By:  
	/s/ David L. Yowan
 	 
	 	 	Name:  	David L. Yowan  	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	THE BANK OF NEW YORK, 

as Trustee

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



[Omnibus Amendment to Series Supplements]





 












 





EXHIBIT C-1




FORM OF MONTHLY STATEMENT

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

SERIES 200[_]-[_]




	 	 	 	 	 	 	 
	A)	 	Information regarding distributions on
the Distribution Date in respect of the Class A
Certificates per $1,000 original certificate principal
amount	 	 
	 	 	 
	 	 	 	 
	 	 	(1)

	 	The total amount of
the distribution
	 	$                    
	 	 	 
	 	 	 	 
	 	 	(2)

	 	The amount of the
distribution in respect of Class A Monthly
Interest
	 	$                    
	 	 	 
	 	 	 	 
	 	 	(3)

	 	The amount of the
distribution in respect of Class A Outstanding
Monthly Interest
	 	$                    
	 	 	 
	 	 	 	 
	 	 	(4)

	 	The amount of the
distribution in respect of Class A Additional
Interest
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(5)

	 	The amount of the
distribution in respect of principal of the
Class A Certificates
	 	$                     
	 	 	 
	 	 	 	 
	B)	 	Class A Investor Charge-Offs and
Reimbursement of Class A Investor Charge-Offs	 	 
	 	 	 
	 	 	 	 
	 	 	(1)

	 	The total amount of
Class A Investor Charge-Offs
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(2)

	 	The amount of Class A
Investor Charge-Offs per $1,000 original
certificate principal amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(3)

	 	The total amount
reimbursed in respect of Class A Investor
Charge-Offs
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(4)

	 	The amount reimbursed
in respect of Class A Investor Charge-Offs per
$1,000 original certificate principal amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(5)

	 	The amount, if any, by
which the outstanding principal balance of the
Class A Certificates exceeds the Class A	 	 






C-1-1









 






	 	 	 	 	 	 	 
	 	 	 

	 	Invested Amount after giving effect to all
transactions on such Distribution Date
	 	$                     
	 	 	 
	 	 	 	 
	C)	 	Information regarding distributions in
respect of the Class B Certificates, per $1,000
original certificate principal amount	 	 
	 	 	 
	 	 	 	 
	 	 	(1)

	 	The total amount of
the distribution in respect of Class B
Certificates
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(2)

	 	The amount of the
distribution in respect of Class B Monthly
Interest
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(3)

	 	The amount of the
distribution in respect of Class B Outstanding
Monthly Interest
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(4)

	 	The amount of the
distribution in respect of Class B Additional
Interest
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(5)

	 	The amount of the
distribution in respect of principal of the
Class B Certificates
	 	$                     
	 	 	 
	 	 	 	 
	D)	 	Amount of reductions in Class B
Invested Amount pursuant to clauses (c), (d), and (e)
of the definition of Class B Invested Amount on such
Distribution Date	 	 
	 	 	 
	 	 	 	 
	 	 	(1)

	 	The amount of
reductions in Class B Invested Amount pursuant
to clauses (c), (d) and (e) of the definition
of Class B Invested Amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(2)

	 	The amount of the
reductions in the Class B Invested Amount per
$1,000 original certificate principal amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(3)

	 	The total amount
reimbursed in respect of such reductions in
the Class B Invested Amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(4)

	 	The amount reimbursed
in respect of such reductions in the Class B
Invested Amount, per $1,000 original
certificate principal amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(5)

	 	The amount, if any, by
which the outstanding principal balance of the
Class B Certificates exceeds the Class B	 	 






C-1-2









 






	 	 	 	 	 	 	 
	 	 	 

	 	Invested Amount after giving effect to all
transactions on such Distribution Date
	 	$                     
	 	 	 
	 	 	 	 
	E)	 	Information regarding distributions on
the Distribution Date to the Collateral Interest Holder	 	 
	 	 	 
	 	 	 	 
	 	 	(1)

	 	The total amount
distributed to the Collateral Interest Holder
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(2)

	 	The amount of the
distribution in respect of Collateral Minimum
Monthly Interest
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(3)

	 	The amount of the
distribution in respect of Collateral
Additional Interest
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(4)

	 	The amount distributed
to the Collateral Interest Holder in respect
of principal on the Collateral Invested Amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(5)

	 	The amount of the
distribution to the Collateral Interest Holder
in respect of remaining Excess Spread
	 	$                     
	 	 	 
	 	 	 	 
	F)	 	Amount of reductions in Collateral
Invested Amount pursuant to clauses (c), (d), and (e)
of the definition of Collateral Invested Amount	 	 
	 	 	 
	 	 	 	 
	 	 	(1)

	 	The amount of
reductions in the Collateral Invested Amount
pursuant to clauses (c), (d) and (e) of the
definition of Collateral Invested Amount
	 	$                     
	 	 	 
	 	 	 	 
	 	 	(2)

	 	The total amount
reimbursed in respect of such reductions in
the Collateral Invested Amount
	 	$                     







C-1-3












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TRUST	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRUST ACTIVITY	 	TOTALS	 	 	 	 	 	 	 	 	 	 	 	 	 
	Record Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Number of days in Monthly Period
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Number of Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning
Principal Receivable Balance, including any Addition or Removal of Principal Receivables during the Monthly Period
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a. Addition of the Principal Receivables
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	b. Removal of the Principal Receivables
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Special Funding Account Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Total Principal Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finance Charge Collections (excluding Recoveries)
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Recoveries
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Collections of Finance Charge Receivables
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Collections of Principal Receivables
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Payment Rate
	 	 	   	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Defaulted Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Annualized Default Rate
	 	 	   	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trust Portfolio Yield
	 	 	  	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Principal Receivables
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Number of Accounts
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Principal Receivables Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Required Minimum Principal Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Transferor Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Special Funding Account Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Total Principal Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SERIES ALLOCATIONS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Invested Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Invested Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Funding Account Balance
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Required Transferor Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Allocation Percentage
	 	 	  	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Allocable Finance Charge Collections
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Allocable Recoveries
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Allocable Principal Collections
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Allocable Defaulted Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GROUP ALLOCATIONS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





C-1-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	GROUP ALLOCATIONS	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	Invested Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Finance Charge Collections
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Monthly Interest
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Default Amount
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Monthly Fees
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Additional Amounts
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reallocated Investor Finance Charge Collections
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investment Funding Account Proceeds
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Available Excess
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group Investor Finance Charge Collections
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group Expenses
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group Reallocable Investor Finance Charge Collections
	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





TRUST PERFORMANCE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delinquencies	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	31-60 Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	61-90 Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	90+ Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total 30+ Days Delinquent
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TOTAL	 	 	 	 	 	 	 	 
	INVESTOR/TRANSFEROR	 	SERIES	 	 	INVESTOR	 	 	TRANSFERORS’	 	 	 	 	 
	ALLOCATIONS	 	ALLOCATIONS	 	 	INTEREST	 	 	INTEREST	 	 	 	 	 
	Beginning Invested Amount/Transferor Amount
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Adjusted Invested Amount
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Floating Allocation Percentage
	 	 	     	%	 	 	    	%	 	 	   	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Allocation Percentage
	 	 	     	%	 	 	    	%	 	 	   	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Collections of Finance Charge Receivables
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Collections of Principal Receivables
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 





C-1-5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TOTAL	 	 	 	 	 	 	 	 
	INVESTOR/TRANSFEROR	 	SERIES	 	 	INVESTOR	 	 	TRANSFERORS’	 	 	 	 	 
	ALLOCATIONS	 	ALLOCATIONS	 	 	INTEREST	 	 	INTEREST	 	 	 	 	 
	Defaulted Amount
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Invested Amount/Transferor Amount
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MONTHLY PERIOD	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FUNDING	 	 	 	 	 	 	 	 	 	COLLATERAL	 	 	 	 
	REQUIREMENTS	 	CLASS A	 	 	CLASS B	 	 	INTEREST	 	 	TOTAL	 
	Principal Funding Account Balance
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Investment Proceeds for Monthly Period
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Reserve Account Opening Balance
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Reserve Account Deposit
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Reserve Draw Amount
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Reserve Account Surplus
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Reserve Account Closing Balance
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR Determination Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coupon (__/__/__ to __/__/__)
	 	 	     	%	 	 	    	%	 	 	   	%	 	 	   	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Interest Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Outstanding Monthly Interest Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Interest Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Interest Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Default Amount
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Monthly Fees Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Additional Amounts Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Due
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reallocated Investor Finance Charge Collections
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest and Principal Funding Investment Proceeds
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest on Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Series Adjusted Portfolio Yield
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Base Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Spread Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






C-1-6











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	COLLATERAL	 	 	 	 
	CERTIFICATES – BALANCES AND DISTRIBUTIONS	 	CLASS A	 	 	CLASS B	 	 	INTEREST	 	 	TOTAL	 
	Beginning Certificates Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Distributions of Interest
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Deposits to the Principal Funding Account
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Distributions of Principal
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Total Distributions
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	Ending Certificates Balance
	 	$	____________	 	 	$	____________	 	 	$	____________	 	 	$	____________	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION OF REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS
	1. CLASS A AVAILABLE FUNDS	 	 	 	 	 	 	 	 	 	 	 	 
	a. Class A Monthly Interest
	 	 	 	 	 	$	____________	 	 	 	 	 
	b. Class A Outstanding Monthly Interest
	 	 	 	 	 	$	____________	 	 	 	 	 
	c. Class A Additional Interest
	 	 	 	 	 	$	____________	 	 	 	 	 
	d. Class A Investor Default Amount (treated as
Available Principal Collections)
	 	 	 	 	 	$	____________	 	 	 	 	 
	e. Excess Spread
	 	 	 	 	 	$	____________	 	 	 	 	 
	2. CLASS B AVAILABLE FUNDS	 	 	 	 	 	 	 	 	 	 	 	 
	a. Class B Monthly Interest
	 	 	 	 	 	$	____________	 	 	 	 	 
	b. Class B Outstanding Monthly Interest
	 	 	 	 	 	$	____________	 	 	 	 	 
	c. Class B Additional Interest
	 	 	 	 	 	$	____________	 	 	 	 	 
	d. Excess Spread
	 	 	 	 	 	$	____________	 	 	 	 	 
	3. COLLATERAL AVAILABLE FUNDS	 	 	 	 	 	 	 	 	 	 	 	 
	a. Excess Spread
	 	 	 	 	 	$	____________	 	 	 	 	 
	4. TOTAL EXCESS SPREAD	 	 	 	 	 	$	____________	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REALLOCATED PRINCIPAL COLLECTIONS	 	 	 	 	 	 	 	 	 	 	 	 
	1. Principal Allocation Percentage	 	 	 	 	 	 	____________	%	 	 	 	 
	2. Series 200[_]-[_] Allocable Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	3. Principal Allocation Percentage of Series
200[_]-[_] Allocable Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	4. Reallocated Principal Collections Required to fund the Required Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	5. Item 3 minus Item 4	 	 	 	 	 	$	____________	 	 	 	 	 
	6. Shared Principal Collections from other Series allocated to Series 200[_]-[_]	 	 	 	 	 	$	____________	 	 	 	 	 
	7. Other amounts treated as Available Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	8. Available Principal Collections (total of items 5, 6 and 7)	 	 	 	 	 	$	____________	 	 	 	 	 






C-1-7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS DURING REVOLVING PERIOD
	1. Collateral Invested Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	2. Required Collateral Invested Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	3. Excess of Collateral Invested Amount over Required Collateral Invested Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	4. Treated as Shared Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION OF PRINCIPAL COLLECTIONS DURING ACCUMULATION OR AMORTIZATION PERIOD
	1. Principal Funding Account	 	 	 	 	 	$	____________	 	 	 	 	 
	2. Excess of Collateral Invested Amount over Required Collateral Invested Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	3. Distribution of Principal	 	 	 	 	 	$	____________	 	 	 	 	 
	4. Treated as Shared Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION OF EXCESS SPREAD AND
EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES 200[_]-[_]
	1. Excess Spread	 	 	 	 	 	$	____________	 	 	 	 	 
	2. Excess Finance Charge Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	3. Applied to fund Class A Required Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	4. Class A Investor Charge-Offs treated as Available Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	5. Applied to fund overdue Class B Interest	 	 	 	 	 	$	____________	 	 	 	 	 
	6. Applied to fund Class B Required Amount	 	 	 	 	 	$	____________	 	 	 	 	 
	7. Reduction of Class B Invested Amount treated as Available Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	8. Applied to Collateral Minimum Monthly Interest	 	 	 	 	 	$	____________	 	 	 	 	 
	9. Applied to unpaid Monthly Servicing Fee	 	 	 	 	 	$	____________	 	 	 	 	 
	10. Collateral Default Amount treated as Available Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	11. Reduction of Collateral Invested Amount treated as Available Principal Collections	 	 	 	 	 	$	____________	 	 	 	 	 
	12. Deposited to Reserve Account	 	 	 	 	 	$	____________	 	 	 	 	 
	13. Remaining Excess Spread distributed to Collateral Interest Holder(s)	 	 	 	 	 	$	____________	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	YIELD AND BASE RATE	 	 	 	 	 	 	 	 	 	 	 	 
	1. Base Rate	 	 	 	 	 	 	 	 	 	 	 	 
	Current Monthly Period
	 	 	 	 	 	 	 	 	 	 	____________	%	 	 	 	 






C-1-8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	YIELD AND BASE RATE	 	 	 	 	 	 	 	 	 	 	 	 
	Prior Monthly Period
	 	 	 	 	 	 	 	 	 	 	____________	%	 	 	 	 
	Second Prior Monthly Period
	 	 	 	 	 	 	 	 	 	 	____________	%	 	 	 	 
	2. Three Month Average Base Rate	 	 	 	 	 	 	____________	%	 	 	 	 
	3. Series Adjusted Portfolio Yield	 	 	 	 	 	 	 	 	 	 	 	 
	Current Monthly Period
	 	 	 	 	 	 	 	 	 	 	____________	%	 	 	 	 
	Prior Monthly Period
	 	 	 	 	 	 	 	 	 	 	____________	%	 	 	 	 
	Second Prior Monthly Period
	 	 	 	 	 	 	 	 	 	 	____________	%	 	 	 	 
	4. Three Month average Series Adjusted Portfolio Yield	 	 	 	 	 	 	____________	%	 	 	 	 
	5. Is the 3 month average Series Adjusted Portfolio
Yield more than the 3 month average Base Rate?
	 	 	 	 	 	[Yes/No]	 	 	 	 







C-1-9











 





EXHIBIT C-2




FORM OF ANNUAL PAYMENT INFORMATION

AMERICAN EXPRESS CREDIT ACCOUNT MASTER 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 Pooling and Servicing Agreement, dated as of May
16, 1996, as amended and restated as of January 1, 2006 (as amended and restated and as otherwise
amended and supplemented, the “Pooling and Servicing Agreement”), 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
Pooling and Servicing Agreement or the Series 200[_]-[_] Supplement, dated as of [                    ], 200[_],
among TRS, the Transferors and the Trustee (as amended and supplemented, the “Supplement”), as
applicable.



     Pursuant to Section 5.01 of the Series Supplement, the Servicer instructed the Trustee to pay
in accordance with Section 5.01 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 5.01(a):	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Interest distributed to Class A Certificateholders	 	$	               	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	B)
	 	Pursuant to subsection 5.01(b):	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	On the Expected Final Payment Date or a Special	 	 	 	 
	 
	 	Payment Date, if applicable, principal distributed	 	 	 	 
	 
	 	to the Class A Certificateholders	 	$	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	C)
	 	Pursuant to subsection 5.01(c):	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Interest distributed to Class B Certificateholders	 	$	 	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	D)
	 	Pursuant to subsection 5.01(d):	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	On the Expected Final Payment Date or a Special	 	 	 	 
	 
	 	Payment Date, if applicable, on or after the date	 	 	 	 
	 
	 	Class A Invested Amount is paid in full, principal	 	 	 	 
	 
	 	distributed to the Class B Certificateholders	 	$	 	 
	 
	 	 	 	 	 






C-2-1









 






	 	 	 	 	 	 	 
	E)
	 	Pursuant to subsection 5.01(e):	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Aggregate amount distributed to the Collateral	 	 	 	 
	 
	 	Interest Holder in respect of interest	 	$	               	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Aggregate amount distributed to the Collateral	 	 	 	 
	 
	 	Interest Holder in respect of principal	 	$	 	 
	 
	 	 	 	 	 





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:  	 	 
	 




C-2-2