EX-4.1



 





Exhibit 4.1




AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST




AMENDMENT

TO SERIES SUPPLEMENTS




          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 2004-4
Supplement, dated as of August 17, 2004 (as amended, the “2004-4 Supplement”), and (ii) the
Series 2007-7 Supplement, dated as of July 24, 2007 (as amended, the “2007-7 Supplement”
and, together with the 2004-4 Supplement, 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 the Series 2004-4 Supplement. The definition of
“Collateral Minimum Interest Rate” in Section 2.01 of the Series 2004-4 Supplement shall be deleted
in its entirety and inserted in its place shall be the following:





     “Collateral Minimum Interest Rate” shall mean the rate specified in the
Transfer Agreement; provided that for purposes of this Supplement, such rate shall not
exceed LIBOR plus 0.47% per annum.



          SECTION 2.02. Amendments to the Series 2007-7 Supplement. The definition of
“Collateral Minimum Interest Rate” in Section 2.01 of the Series 2007-7 Supplement shall be deleted
in its entirety and inserted in its place shall be the following:





     “Collateral Minimum Interest Rate” shall mean the rate specified in the
Transfer Agreement; provided that for purposes of this Supplement, such rate shall not
exceed LIBOR plus 0.39% per annum.



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 	 
	 



[Amendment to Series Supplements]