EX-4.1







Exhibit 4.1




           





AMERICAN EXPRESS ISSUANCE TRUST




as Issuer




and




THE BANK OF NEW YORK MELLON




as Indenture Trustee and as Securities Intermediary




SERIES 2008-2 INDENTURE SUPPLEMENT




dated
as of August 7, 2008


to


AMENDED AND RESTATED INDENTURE




dated as of November 1, 2007




 





 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Designation

	 	 	1	 
	 
	 	 	 	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Definitions

	 	 	2	 
	 
	 	 	 	 
	Section 2.02 Governing Law

	 	 	18	 
	 
	 	 	 	 
	Section 2.03 Counterparts

	 	 	19	 
	 
	 	 	 	 
	Section 2.04 Ratification of Indenture

	 	 	19	 
	 
	 	 	 	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	SERVICING COMPENSATION
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Servicing Compensation

	 	 	20	 
	 
	 	 	 	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	RIGHTS OF SERIES 2008-2 NOTEHOLDERS AND
	 	 	 	 
	ALLOCATION AND APPLICATION OF COLLECTIONS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Collections and Allocations

	 	 	21	 
	 
	 	 	 	 
	Section 4.02 Determination of Monthly Interest

	 	 	22	 
	 
	 	 	 	 
	Section 4.03 Determination of Monthly Principal

	 	 	23	 
	 
	 	 	 	 
	Section 4.04 Reallocated Finance Charge
Collections

	 	 	24	 
	 
	 	 	 	 
	Section 4.05 Application of Available Funds on Deposit in the Collection Account

	 	 	25	 
	 
	 	 	 	 
	Section 4.06 Application of Series 2008-2 Available Principal Collections

	 	 	26	 
	 
	 	 	 	 
	Section 4.07 Principal Funding Account; Controlled Accumulation Period

	 	 	27	 
	 
	 	 	 	 
	Section 4.08 Investor Charge-Offs

	 	 	29	 
	 
	 	 	 	 
	Section 4.09 Reallocated Principal Collections

	 	 	29	 
	 
	 	 	 	 
	Section 4.10 Shared Excess Available Finance Charge Collections

	 	 	29	 
	 
	 	 	 	 
	Section 4.11 Shared Excess Available Principal Collections

	 	 	30	 
	 
	 	 	 	 
	Section 4.12 Accumulation Reserve Account

	 	 	31	 
	 
	 	 	 	 
	Section 4.13 Class C Reserve Account

	 	 	33	 
	 
	 	 	 	 
	Section 4.14 Investment Instructions

	 	 	35	 
	 
	 	 	 	 
	Section 4.15 Determination of LIBOR

	 	 	35	 
	 
	 	 	 	 
	Section 4.16 Sale of Collateral for Series 2008-2 Notes That Are Accelerated or Reach
Legal Maturity

	 	 	36	 






-i-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE V
	 	 	 	 
	EARLY AMORTIZATION OF NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Early Amortization Events

	 	 	38	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	LEGAL MATURITY; FINAL DISTRIBUTIONS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Legal Maturity

	 	 	39	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	DELIVERY OF SERIES 2008-2 NOTES; DISTRIBUTIONS
	 	 	 	 
	AND REPORTS TO SERIES 2008-2 NOTEHOLDERS
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Form of Delivery for the Series 2008-2 Notes; Depository; Denominations

	 	 	40	 
	 
	 	 	 	 
	Section 7.02 Delivery and Payment for the Series 2008-2 Notes

	 	 	40	 
	 
	 	 	 	 
	Section 7.03 Distributions

	 	 	40	 
	 
	 	 	 	 
	Section 7.04 Reports and Statements to Series 2008-2 Noteholders

	 	 	41	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 No Petition

	 	 	43	 
	 
	 	 	 	 
	Section 8.02 Actions by the Issuer

	 	 	43	 
	 
	 	 	 	 
	Section 8.03 Limitations on Liability

	 	 	43	 
	 
	 	 	 	 
	Section 8.04 Termination of Issuer

	 	 	43	 
	 
	 	 	 	 
	Section 8.05 Acknowledgement and Acceptance of Indenture

	 	 	44	 
	 
	 	 	 	 
	Section 8.06 Amendments

	 	 	44	 






-ii-









 








          This SERIES 2008-2 INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between
AMERICAN EXPRESS ISSUANCE TRUST, a statutory trust organized under the laws of the State of
Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-1600, and THE BANK OF NEW YORK MELLON, a New York banking
corporation, in its capacity as Indenture Trustee (the “Indenture Trustee”) and as the
initial Securities Intermediary, is made and entered into as of August 7, 2008.




          Pursuant to this Indenture Supplement, the Issuer shall create a new Series of Notes and shall
specify the principal terms thereof. The Issuer has tendered the notice of issuance required by
subsection 4.10(i) of the Indenture and this Indenture Supplement is being entered into
between the Issuer and the Indenture Trustee as required by subsection 4.10(viii) of the
Indenture to provide for the issuance, authentication and delivery of each of the Class A Notes,
Series 2008-2, the Class B Notes, Series 2008-2 and the Class C Notes, Series 2008-2.




ARTICLE I




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




          Section 1.01 Designation. (a) There is hereby created a Series of Notes to be
issued pursuant to the Indenture and this Indenture Supplement to be known as “American Express
Issuance Trust, Series 2008-2” or the “Series 2008-2 Notes.” The Series 2008-2 Notes shall be
issued in three Classes, the first of which shall be known as the “Class A Series 2008-2 4.02%
Asset Backed Notes,” the second of which shall be known as the “Class B Series 2008-2 Floating Rate
Asset Backed Notes” and the third of which shall be known as the “Class C Series 2008-2 Floating
Rate Asset Backed Notes.” The Series 2008-2 Notes shall be due and payable on the Legal Maturity
Date.




          (b) The Series 2008-2 Notes shall be secured by the Collateral. Series 2008-2 shall be
included in Reallocation Group B. Series 2008-2 shall be a Shared Excess Available Finance Charge
Collections Series and shall be included in Shared Excess Available Finance Charge Collections
Group B. Series 2008-2 shall be a Shared Excess Available Principal Collections Series and shall
be included in Shared Excess Available Principal Collections Group B. Series 2008-2 shall not be
in any other Group (as defined in the Indenture). Series 2008-2 shall not be subordinated to any
other Series of Notes. Notwithstanding any provision in the Indenture or in this Indenture
Supplement to the contrary, the first Payment Date with respect to Series 2008-2 shall be the
September 2008 Payment Date, and the first Monthly Period shall begin on and include the Closing
Date and end on and include August 23, 2008.




[END OF ARTICLE I]




 









 








ARTICLE II




DEFINITIONS




          Section 2.01 Definitions. For all purposes of this Indenture Supplement, except as
otherwise expressly provided or unless the context otherwise requires:





	 	(1)	 	the terms defined in this Article have the meanings assigned to
them in this Article, and, along with any other term defined in any Section of
this Indenture Supplement, include the plural as well as the singular;
	 
	 	(2)	 	all other terms used herein which are defined in the Indenture
or the Transfer and Servicing Agreement, either directly or by reference
therein, have the meanings assigned to them therein;
	 
	 	(3)	 	all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation
required or permitted hereunder means such accounting principles as are
generally accepted in the United States of America at the date of such
computation;
	 
	 	(4)	 	all references in this Indenture Supplement to designated
“Articles,” “Sections” and other subdivisions are to the designated Articles,
Sections and other subdivisions of this Indenture Supplement. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Indenture Supplement as a whole and not to any particular Article, Section
or other subdivision;
	 
	 	(5)	 	in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture or the Transfer and Servicing Agreement, the terms and provisions of
this Indenture Supplement shall be controlling;
	 
	 	(6)	 	each capitalized term defined herein shall relate only to the
Series 2008-2 Notes and no other Series of Notes issued by the Issuer; and
	 
	 	(7)	 	“including” and words of similar import shall be deemed to be
followed by “without limitation.”





“Account” has the meaning specified in the Transfer and Servicing Agreement.




“Accumulation Reserve Account” shall have the meaning specified in subsection
4.12(a).




2









 








          “Accumulation Reserve Account Funding Date” shall mean the Payment Date prior to the
Payment Date with respect to the first Monthly Period in the Controlled Accumulation Period.




          “Accumulation Reserve Account Surplus” shall mean, as of any date of determination,
the amount, if any, by which the amount on deposit in the Accumulation Reserve Account exceeds the
Required Accumulation Reserve Account Amount.




          “Accumulation Reserve Draw Amount” shall have the meaning specified in subsection
4.12(c).




          “Additional Interest” means, with respect to any Payment Date, any Class A Additional
Interest, any Class B Additional Interest and any Class C Additional Interest for such Payment
Date.




          “Adjusted Outstanding Dollar Principal Amount” means, as of any date of determination,
the Outstanding Dollar Principal Amount of the Series 2008-2 Notes on such date of determination,
less any funds on deposit in the Principal Funding Account for the benefit of such Series 2008-2
Notes on such date of determination.




          “Administrator” means TRS, in its capacity as administrator of the Trust, and any
permitted successors or assigns thereto.




          “Adverse Effect” has the meaning specified in the Indenture.




          “Aggregate Series Available Finance Charge Collections Shortfall” means, with respect
to any Monthly Period as determined on the related Note Transfer Date, the sum of the Series
Available Finance Charge Collections Shortfalls (as such term is defined in each of the applicable
Indenture Supplements) for each Shared Excess Available Finance Charge Collections Series in Shared
Excess Available Finance Charge Collections Group B for such Monthly Period.




          “Aggregate Series Available Principal Collections Shortfall” means, with respect to
any Monthly Period as determined on the related Note Transfer Date, the sum of the Series Available
Principal Collections Shortfalls (as such term is defined in each of the applicable Indenture
Supplements) for each Shared Excess Available Principal Collections Series in Shared Excess
Available Principal Collections Group B for such Monthly Period.




          “Available Accumulation Reserve Account Amount” means, for any Payment Date, the
lesser of (a) the amount on deposit in the Accumulation Reserve Account on such date (before giving
effect to any deposit to be made to the Accumulation Reserve Account on such date) and (b) the
Required Accumulation Reserve Account Amount.




          “Available Class C Reserve Account Amount” means, for any Payment Date, the lesser of
(a) the amount on deposit in the Class C Reserve Account on such date (before giving effect to any
deposit to be made to the Class C Reserve Account on such date) and (b) the Required Class C
Reserve Account Amount.




3









 








          “Available Principal Collections” means, with respect to the Series 2008-2 Notes, the
Series 2008-2 Available Principal Collections and has, with respect to any other Series of Notes,
the meaning specified in the applicable Indenture Supplement for such Series of Notes.




          “Bankruptcy Code” means the United States Bankruptcy Code located in Title 11 of the
United States Code.




          “Base Rate” means, with respect to any Monthly Period, the sum of (i) the annualized
percentage equivalent of a fraction, the numerator of which is equal to the sum of the Class A
Monthly Interest, the Class B Monthly Interest and the Class C Monthly Interest for such Monthly
Period and the denominator of which is the Outstanding Dollar Principal Amount as of the last day
of the preceding Monthly Period and (ii) the Servicing Fee Percentage for such Monthly Period.




          “Business Day” has the meaning specified in the Indenture.




          “Class” means the Class A Notes, the Class B Notes or the Class C Notes, as
applicable.




          “Class A Additional Interest” has the meaning specified in subsection 4.02(a).




          “Class A Interest Shortfall” has the meaning specified in subsection 4.02(a).




          “Class A Monthly Interest” has the meaning specified in subsection 4.02(a).




          “Class A Note” means any one of the Notes substantially in the form of Exhibit A-1,
which is duly executed and authenticated in accordance with the Indenture.




          “Class A Note Interest Rate” means, for any Interest Period with respect to the Class
A Notes, a per annum rate equal to 4.02%.




          “Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.




          “Class A Stated Principal Amount” means $1,000,000,000.




          “Class B Additional Interest” has the meaning specified in subsection 4.02(b).




          “Class B Interest Shortfall” has the meaning specified in subsection 4.02(b).




          “Class B Monthly Interest” has the meaning specified in subsection 4.02(b).




          “Class B Note” means any one of the Notes substantially in the form of Exhibit A-2,
which is duly executed and authenticated in accordance with the Indenture.




          “Class B Note Interest Rate” means, for any Interest Period with respect to the Class
B Notes, a per annum rate equal to LIBOR plus 2.50%; provided, however, that the Issuer may adjust
the Class B Note Interest Rate from time to time only upon the satisfaction of the Rate Adjustment
Conditions.




4









 








          “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.




          “Class B Stated Principal Amount” means $26,526,000.




          “Class C Additional Interest” has the meaning specified in subsection 4.02(c).




          “Class C Interest Shortfall” has the meaning specified in subsection 4.02(c).




          “Class C Monthly Interest” has the meaning specified in subsection 4.02(c).




          “Class C Note” means any one of the Notes substantially in the form of Exhibit A-3,
which is duly executed and authenticated in accordance with the Indenture.




          “Class C Note Interest Rate” means, for any Interest Period with respect to the Class
C Notes, a per annum rate equal to LIBOR plus 3.75%; provided, however, that the Issuer may adjust
the Class C Note Interest Rate from time to time only upon the satisfaction of the Rate Adjustment
Conditions.




          “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.




          “Class C Reserve Account” shall have the meaning specified in subsection
4.13(a).




          “Class C Reserve Account Percentage” means, (i) 0.00% if the Quarterly Excess Spread
Percentage on such Payment Date is greater than 4.00%, (ii) 1.00% if the Quarterly Excess Spread
Percentage on such Payment Date is equal to or less than 4.00% and greater than 3.50%, (iii) 1.50%
if the Quarterly Excess Spread Percentage on such Payment Date is equal to or less than 3.50% and
greater than 3.00%, (iv) 2.00% if the Quarterly Excess Spread Percentage on such Payment Date is
equal to or less than 3.00% and greater than 2.00%, (v) 3.00% if the Quarterly Excess Spread
Percentage on such Payment Date is equal to or less than 2.00% and greater than 1.00% and (vi)
4.00% if the Quarterly Excess Spread Percentage on such Payment Date is equal to or less than 1.00%
and greater than or equal to 0.00%; provided, however, that, for any Payment Date with respect to
which the Quarterly Principal Payment Rate is equal to or less than 60%, the Class C Reserve
Account Percentage shall be the greater of (a) 1.00% of the Initial Dollar Principal Amount and (b)
the applicable percentage specified in clauses (i) through (vi) above.




          “Class C Stated Principal Amount” means $34,483,000.




          “Closing Date” means August 7, 2008; provided that, for purposes of determining the
date on which the first Monthly Period begins, the Closing Date shall be deemed to be the close of
business on the second day following the last day of the seventh billing cycle applicable to the
Accounts ending in July 2008.




          “Collateral” has the meaning specified in the Granting Clause of the Indenture.




5









 








          “Collateral Certificate” has the meaning specified in the Transfer and Servicing
Agreement.




          “Collection Account” has the meaning specified in the Indenture.




          “Controlled Accumulation Amount” means $530,504,500; provided,
however, that if the Transferor elects to postpone the commencement of the Controlled
Accumulation Period in accordance with subsection 4.07(c), $1,061,009,000.




          “Controlled Accumulation Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period beginning at the close of business on the last day of the
November 2009 Monthly Period or such later date as is determined in accordance with subsection
4.07(c) and ending on the earlier to occur of (a) the commencement of the Early Amortization
Period and (b) the payment in full of the Stated Principal Amount of, and any Monthly Interest due
on, the Series 2008-2 Notes.




          “Controlled Accumulation Period Length” has the meaning specified in subsection
4.07(c).




          “Controlled Deposit Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such
Payment Date and any Deficit Controlled Accumulation Amount for the immediately preceding Payment
Date.




          “Corporate Trust Office” has the meaning specified in the Transfer and Servicing
Agreement.




          “Covered Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, an amount equal to the sum of (a) one-twelfth of the product of (i) the Class
A Note Interest Rate and (ii) the Principal Funding Account Balance, if any, as of the preceding
Payment Date, up to the Outstanding Dollar Principal Amount of the Class A Notes, (b) the product
of (i) the Class B Note Interest Rate in effect with respect to such Interest Period, (ii) a
fraction, the numerator of which is the actual number of days from and including the prior Payment
Date to but excluding the then current Payment Date and the denominator of which is 360 and (iii)
the lesser of (x) the Principal Funding Account Balance, if any, as of the preceding Payment Date
in excess of the Outstanding Dollar Principal Amount of the Class A Notes and (y) the Outstanding
Dollar Principal Amount of the Class B Notes as of the last day of the immediately preceding
Monthly Period, and (c) the product of (i) the Class C Note Interest Rate in effect with respect to
such Interest Period, (ii) a fraction, the numerator of which is the actual number of days from and
including the prior Payment Date to but excluding the then current Payment Date and the denominator
of which is 360 and (iii) the lesser of (x) the Principal Funding Account Balance, if any, as of
the preceding Payment Date in excess of the sum of the Outstanding Dollar Principal Amount of the
Class A Notes and Class B Notes and (y) the Outstanding Dollar Principal Amount of the Class C
Notes as of the last day of the immediately preceding Monthly Period.




          “Default Amount” has the meaning specified in the Transfer and Servicing Agreement.




6









 








          “Deficit Controlled Accumulation Amount” means (a) on the first Payment Date with
respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation
Amount for such Payment Date over the amount deposited in the Principal Funding Account on such
Payment Date and (b) on each subsequent Payment Date with respect to the Controlled Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for such subsequent Payment Date over
the amount deposited in the Principal Funding Account on such subsequent Payment Date.




          “Discount Option Percentage” has the meaning specified in the Transfer and Servicing
Agreement.




          “Early Amortization Event” means, with respect to the Series 2008-2 Notes, the events
specified in Section 5.01 hereof and Section 12.01 of the Indenture.




          “Early Amortization Period” means the period commencing at the close of business on
the Business Day immediately preceding the day on which an Early Amortization Event with respect to
Series 2008-2 is deemed to have occurred, and ending on the first to occur of (a) the payment in
full of the Stated Principal Amount of, and any Series 2008-2 Monthly Interest due on, the Series
2008-2 Notes, (b) the date on which Collateral is sold pursuant to Section 4.16 and (c) the
seventh Business Day following the Legal Maturity Date.




          “Eligible Deposit Account” has the meaning specified in the Indenture.




          “Eligible Institution” has the meaning specified in the Indenture.




          “Eligible Investments” has the meaning specified in the Indenture.




          “Event of Default” has the meaning specified in the Indenture.




          “Excess Funding Account” has the meaning specified in the Indenture.




          “Excess Funding Amount” has the meaning specified in the Transfer and Servicing
Agreement.




          “Excess Spread Percentage” means, with respect to each Payment Date, as determined on
the Business Day prior to such Payment Date, the amount, if any, by which the Series 2008-2
Portfolio Yield with respect to the related Monthly Period exceeds the Base Rate with respect to
such Monthly Period.




          “Expected Final Payment Date” means the February 2010 Payment Date.




          “Finance Charge Collections” has the meaning specified in the Transfer and Servicing
Agreement.




          “Floating Allocation Percentage” means, with respect to the Series 2008-2 Notes, the
Series 2008-2 Floating Allocation Percentage and has, with respect to any other Series of Notes,
the meaning specified in the applicable Indenture Supplement for such Series of Notes.




7









 








          “Holder” has the meaning specified in the Indenture.




          “Indenture” means the Amended and Restated Indenture, dated as of November 1, 2007,
between the Issuer and the Indenture Trustee, as the same may be amended, supplemented, restated or
otherwise modified from time to time.




          “Indenture Supplement” has (i) with respect to Series 2008-2, the meaning specified in
the preamble hereto and (ii) with respect to any other Series of Notes, the meaning specified in
the Indenture.




          “Indenture Trustee” means The Bank of New York Mellon, in its capacity as indenture
trustee under the Indenture, its successors in interest and any successor indenture trustee under
the Indenture.




          “Initial Dollar Principal Amount” means $1,061,009,000.




          “Interest Period” means, with respect to any Payment Date, the period from and
including the Payment Date immediately preceding such Payment Date (or, in the case of the first
Payment Date, from and including the Closing Date) and to but excluding such Payment Date.




          “Invested Amount” has the meaning specified in the Transfer and Servicing Agreement.




          “Investor Charge-Off” has the meaning specified in Section 4.08.




          “Issuer” has the meaning specified in the preamble hereto.




          “Issuer Accounts” has the meaning specified in the Indenture.




          “Legal Maturity Date” means the January 2011 Payment Date.




          “LIBOR” means, for any Interest Period, a per annum interest rate determined by the
Indenture Trustee for such Interest Period in accordance with the provisions of Section
4.15.




          “LIBOR Determination Date” means August 5, 2008 for the period from and including the
Closing Date to but excluding September 15, 2008, and for every other Interest Period, the second
London Business Day prior to the commencement of such Interest Period.




          “London Business Day” means any day on which dealings in deposits in United States
Dollars are transacted in the London interbank market.




          “Master Trust” has the meaning specified in the Indenture.




          “Monthly Interest” means the Series 2008-2 Monthly Interest.




          “Monthly Period” has the meaning specified in the Indenture.




8









 








          “Monthly Principal” means the monthly principal distributable in respect of the Series
2008-2 Notes as calculated in accordance with Section 4.03.




          “Monthly Subordination Amount” means, with respect to any Monthly Period, an amount
equal to the sum of:





     (a) the lower of (i) the excess of the amounts distributable pursuant to
subsections 4.05(a) and 4.05(d) over the Series 2008-2 Available Finance
Charge Collections and Shared Excess Available Finance Charge Collections allocated with
respect thereto pursuant to subsections 4.05(a) and 4.05(d), respectively,
and (ii) (1) the product of (I) 5.75% and (II) the Initial Dollar Principal Amount minus
(2)  the amount of unreimbursed Investor Charge-offs (after giving effect to Investor
Charge-offs for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date); and




     (b) the lower of (i) the excess of the amounts distributable pursuant to
subsection 4.05(b) over the Series 2008-2 Available Finance Charge Collections and
Shared Excess Available Finance Charge Collections allocated with respect thereto pursuant
to subsection 4.05(b), and (ii)(1) the product of (I) 3.25% and (II) the Initial
Dollar Principal Amount minus (2) the amount of unreimbursed Investor Charge-offs (after
giving effect to Investor Charge-offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (including amounts allocated pursuant to clause (a) above
with respect to the related Payment Date).



          “Nominal Liquidation Amount” means, as of the Closing Date, the Initial Dollar
Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a)
the Nominal Liquidation Amount determined on the immediately prior date of determination, plus (b)
all reimbursements of reductions in the Nominal Liquidation Amount due to Investor Charge-Offs or
Reallocated Principal Collections since the prior date of determination, determined as set forth in
Sections 4.08 and 4.09, minus (c) the amount of the reduction in the Nominal
Liquidation Amount due to Investor Charge-Offs since the prior date of determination, determined as
set forth in Section 4.08, minus (d) the amount of the reduction in the Nominal Liquidation
Amount due to the application of Reallocated Principal Collections since the prior date of
determination, determined as set forth in Section 4.09, minus (e) the amount deposited in
the Principal Funding Account or paid to the Series 2008-2 Noteholders (in each case, after giving
effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the
prior date of determination; provided, however, that (1) the Nominal Liquidation
Amount may never be less than zero, (2) the Nominal Liquidation Amount may never be greater than
the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in
accordance with Section 4.16, the Nominal Liquidation Amount will be reduced to zero upon
such sale.




          “Nominal Liquidation Amount Deficit” means the Series 2008-2 Additional Amount.




          “Note” or “Notes” has the meaning specified in the Indenture.




          “Note Rating Agency” means each of Fitch, Moody’s and Standard & Poor’s.




9









 








          “Note Rating Agency Condition” has the meaning specified in the Transfer and Servicing
Agreement.




          “Note Transfer Date” has the meaning specified in the Transfer and Servicing
Agreement.




          “Noteholder” has the meaning specified in the Indenture.




          “Officer’s Certificate” has the meaning specified in the Indenture.




          “Outstanding” has the meaning specified in the Indenture.




          “Outstanding Dollar Principal Amount” has the meaning specified in the Indenture.




          “Overconcentration Account” has the meaning specified in the Indenture.




          “Owner Trustee” means Wilmington Trust Company, not in its individual capacity, but
solely as owner trustee under the Trust Agreement, its successors in interest and any successor
owner trustee under the Trust Agreement.




          “Paying Agent” has the meaning specified in the Indenture.




          “Payment Date” means (i) with respect to Series 2008-2, September 15, 2008 and the
15th day of each calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day and (ii) with respect to any other Series of Notes, the meaning specified
in the applicable Indenture Supplement for such Series of Notes.




          “Person” has the meaning specified in the Indenture.




          “Pool Balance” has the meaning specified in the Transfer and Servicing Agreement.




          “Pooling and Servicing Agreement” has the meaning specified in the Indenture.




          “Principal Allocation Percentage” means, with respect to the Series 2008-2 Notes, the
Series 2008-2 Principal Allocation Percentage and has, with respect to any other Series of Notes,
the meaning specified in the applicable Indenture Supplement for such Series of Notes.




          “Principal Collections” has the meaning specified in the Transfer and Servicing
Agreement.




          “Principal Funding Account” means the Eligible Deposit Account designated as such and
established pursuant to subsection 4.07(a).




          “Principal Funding Account Balance” shall mean, with respect to any date of
determination during the Controlled Accumulation Period, the principal amount, if any, on deposit
in the Principal Funding Account on such date of determination.




10









 








          “Principal Funding Account Investment Proceeds” shall have the meaning specified in
subsection 4.07(a)(ii).




          “Principal Payment Rate” means, with respect to any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of Principal Collections
received during such Monthly Period and the denominator of which is the aggregate principal amount
of billed balances as of the first day of such Monthly Period.




          “Quarterly Excess Spread Percentage” means (a) with respect to the September 2008
Payment Date, the Excess Spread Percentage with respect to the immediately preceding Monthly
Period, (b) with respect to the October 2008 Payment Date, the percentage equivalent of a fraction,
the numerator of which is the sum of the Excess Spread Percentages for the immediately preceding
two Monthly Periods and the denominator of which is two and (c) with respect to the November 2008
Payment Date and each Payment Date thereafter, the percentage equivalent of a fraction, the
numerator of which is the sum of the Excess Spread Percentages for the immediately preceding three
Monthly Periods and the denominator of which is three.




          “Quarterly Principal Payment Rate” means (a) with respect to the September 2008
Payment Date, the Principal Payment Rate with respect to the immediately preceding Monthly Period,
(b) with respect to the October 2008 Payment Date, the percentage equivalent of a fraction, the
numerator of which is the sum of the Principal Payment Rates for the immediately preceding two
Monthly Periods and the denominator of which is two and (c) with respect to the November 2008
Payment Date and each Payment Date thereafter, the percentage equivalent of a fraction, the
numerator of which is the sum of the Principal Payment Rates for the immediately preceding three
Monthly Periods and the denominator of which is three.




          “Rate Adjustment Conditions” means, with respect to any modification of the Class B
Note Interest Rate or Class C Note Interest Rate, as applicable, by the Issuer, (i) the Issuer
shall provide written notice to the Indenture Trustee of the modified Class B Note Interest Rate or
Class C Note Interest Rate, as applicable, no later than two Business Days prior to the date on
which such modified rate is to become effective; (ii) the modified Class B Note Interest Rate shall
not exceed a per annum rate equal to LIBOR plus 2.50%; (iii) the modified Class C Note Interest
Rate shall not exceed a per annum rate equal to LIBOR plus 3.75%, (iv) the Class B Note Interest
Rate or the Class C Note Interest Rate, as applicable, shall not be modified more than two times
during any Interest Period; (v) the Issuer shall certify in the related notice that the modified
Class B Note Interest Rate or Class C Note Interest Rate, as applicable, is a fixed rate or a
“qualified floating rate” (within the meaning of Treasury Regulations section 1.1275-5) otherwise
meeting such relevant requirements as would cause the Class B Notes or Class C Notes, as
applicable, to constitute variable rate debt instruments (within the meaning of Treasury
Regulations section 1.1275-5, including without limitation paragraph (a)(4) thereof) and determined
under procedures consistent with those applicable to reset bonds (as described in Treasury
Regulations section 1.1275-5(f) such that, in either case, the fair market value of the Class B
Notes or Class C Notes, as applicable, will be the Outstanding Amount; (vi) the Issuer shall
certify in the related notice that the Class B Notes or Class C Notes, as applicable, have not been
previously sold by RFC II or any of its Affiliates (including, without limitation, within the
meaning of Affiliate, solely for purposes of this clause (vi), any Person related to RFC II within
the meaning of sections 267(b) or 707(b)(1) of the Internal Revenue Code) to a Person who is




11









 







not RFC II or any of its Affiliates; (vii) the Issuer shall provide to the Indenture Trustee
an Opinion of Counsel to the effect that such modification shall not adversely affect the status of
the Class B Notes or Class C Notes, as applicable, as debt for federal income tax purposes; (viii)
if the modified Class B Note Interest Rate or Class C Note Interest Rate, as applicable, is a fixed
rate or a rate based on an index other than LIBOR, the Issuer shall provide two days’ notice of
such modified rate to the Rating Agencies; and (ix) if the modified Class B Note Interest Rate or
Class C Note Interest Rate, as applicable, is a fixed rate or a rate based on an index other than
LIBOR, the Issuer shall certify in the related notice to the Indenture Trustee that the Rating
Agencies have been notified pursuant to clause (viii) above.




          “Ratings Effect” has the meaning specified in the Indenture.




          “Reallocated Principal Collections” means, with respect to any Monthly Period, Series
2008-2 Principal Collections applied in accordance with Section 4.09.




          “Reallocation Group B Additional Amounts” means, with respect to any Payment Date, the
sum of (a) the Series 2008-2 Additional Amount for such Payment Date and (b) for all other Series
included in Reallocation Group B, the aggregate amount of reductions in the nominal liquidation
amounts with respect to such Series as of such Payment Date due to investor charge-offs or the
application of reallocated principal collections, which amounts are payable out of Reallocation
Group B Finance Charge Collections allocated to such Series for such Payment Date pursuant to the
related Indenture Supplements.




          “Reallocation Group B Default Amount” means, with respect to any Payment Date, the sum
of (a) the Series 2008-2 Default Amount for such Payment Date and (b) the aggregate amount of the
Default Amount allocated to all other Series included in Reallocation Group B for such Payment
Date.




          “Reallocation Group B Fees” means, with respect to any Payment Date, the sum of (a)
the Series 2008-2 Fees for such Payment Date and (b) the aggregate amount of the servicing fees and
any other similar fees for all other Series included in Reallocation Group B for such Payment Date,
which fees are payable out of Reallocation Group B Finance Charge Collections allocated to such
Series for such Payment Date pursuant to the related Indenture Supplements.




          “Reallocation Group B Finance Charge Collections” means, with respect to any Payment
Date, the sum of (a) Series 2008-2 Finance Charge Collections for such Payment Date and (b) the
aggregate amount of Finance Charge Collections allocated to all other Series included in
Reallocation Group B for such Payment Date.




          “Reallocation Group B Interest” means, with respect to any Payment Date, the sum of
(a) Series 2008-2 Monthly Interest for such Payment Date and (b) the aggregate amount of monthly
interest, including overdue monthly interest and interest on such overdue monthly interest, if such
amounts are payable out of Reallocation Group B Finance Charge Collections allocated to such Series
for such Payment Date pursuant to the related Indenture Supplements.




          “Receivables” has the meaning specified in the Transfer and Servicing Agreement.




12









 








          “Record Date” means the last day of the Monthly Period immediately preceding the
related Payment Date.




          “Reference Banks” means four major banks in the London interbank market selected by
the Servicer.




          “Reinvestment Amount” has the meaning specified in the Transfer and Servicing
Agreement.




          “Remaining Series Available Principal Collections Shortfall” means, with respect to
any Monthly Period as determined on the related Note Transfer Date, (a) with respect to Series
2008-2, the excess, if any, of (i) the Series Available Principal Collections Shortfall for such
Monthly Period over (ii) the Shared Excess Available Principal Collections, if any, allocated to
the Series 2008-2 Notes from other Shared Excess Available Principal Collections Series for such
Monthly Period and (b) with respect to any other Series of Notes, the amount set forth in the
applicable Indenture Supplement for such Monthly Period.




          “Required Accumulation Reserve Account Amount” means, with respect to any Payment Date
on or after the Accumulation Reserve Account Funding Date, an amount equal to (a) 0.10% of the
Initial Dollar Principal Amount as of the preceding Payment Date (after giving effect to all
changes therein on such date) or (b) any other percentage (which may be 0%) of the Initial Dollar
Principal Amount designated by the Transferor; provided that if such percentage is less than the
percentage specified in clause (a) above, the Transferor shall have received written notice from
each Note Rating Agency that the Note Rating Agency Condition shall have been satisfied with
respect to such designation and shall have delivered copies of each such written notice to the
Servicer, the Indenture Trustee and the Owner Trustee.




          “Required Class C Reserve Account Amount” means, with respect to each Payment Date, an
amount equal to the product of (a) the Class C Reserve Account Percentage in effect for such
Payment Date and (ii) the Initial Dollar Principal Amount; provided that, upon the occurrence of an
Early Amortization Event or an Event of Default with respect to the Series 2008-2 Notes, the
Required Class C Reserve Account Amount shall be the Outstanding Dollar Principal Amount of the
Class C Notes as of the date of such occurrence.




          “Required Excess Spread Percentage” means 0%; provided, however, that
the Issuer may, from time to time, change such percentage (which shall never be less than zero)
(a) upon written notice to the Indenture Trustee, (b) upon prior written confirmation from the Note
Rating Agencies that a Ratings Effect shall not occur with respect to such change and (c) provided
the Issuer reasonably believes, as evidenced by an Officer’s Certificate of each Transferor
delivered to the Indenture Trustee, that such change shall not have an Adverse Effect.




          “Required Pool Balance” has the meaning specified in the Transfer and Servicing
Agreement.




          “Required Transferor Amount” has the meaning specified in the Transfer and Servicing
Agreement.




13









 








          “Reuters Screen LIBOR01 Page” means the display page currently designated as page
LIBOR01 on the Reuters Screen (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).




          “Revolving Period” means the period beginning on the Closing Date and ending on the
earlier of (a) the close of business on the day immediately preceding the day the Controlled
Accumulation Period commences and (b) the close of business on the day immediately preceding the
day the Early Amortization Period commences.




          “RFC II” means American Express Receivables Financing Corporation II, a Delaware
corporation, and its permitted successors and assigns.




          “RFC V” means American Express Receivables Financing Corporation V LLC, a Delaware
limited liability company, and its permitted successors and assigns.




          “Senior Class” means (a) with respect to the Class B Notes, the Class A Notes and (b)
with respect to the Class C Notes, the Class A Notes and the Class B Notes.




          “Series” has the meaning specified in the Indenture and, when used with respect to the
Series of Notes issued pursuant to this Indenture Supplement, means Series 2008-2.




          “Series 2008-2 Additional Amount” means, with respect to any Payment Date, the amount
specified in subsection 4.05(f) for such Payment Date.




          “Series 2008-2 Available Finance Charge Collections” means, with respect to any
Monthly Period, an amount equal to the sum of (a) the Series 2008-2 Reallocated Finance Charge
Collections with respect to such Monthly Period, (b) Principal Funding Account Investment Proceeds,
if any, with respect to the related Payment Date and (c) amounts, if any, to be withdrawn from the
Accumulation Reserve Account which shall be deposited into the Collection Account on the related
Payment Date to be treated as Series 2008-2 Available Finance Charge Collections pursuant to
subsections 4.12(b) and (d).




          “Series 2008-2 Available Principal Collections” means, with respect to any Monthly
Period, an amount equal to (a) the Series 2008-2 Principal Collections with respect to such Monthly
Period, minus (b) Reallocated Principal Collections with respect to such Monthly Period, plus (c)
any Series 2008-2 Available Finance Charge Collections available with respect to such Monthly
Period to cover the Series 2008-2 Default Amount or to reimburse any reductions in the Nominal
Liquidation Amount from an allocation of Investor Charge-Offs or from the application of
Reallocated Principal Collections, plus (d) following an Event of Default and acceleration of the
Series 2008-2 Notes, Series 2008-2 Available Finance Charge Collections, if any, with respect to
such Monthly Period, available pursuant to subsection 4.05(i), plus (e) any amounts
allocated to the Series 2008-2 Notes pursuant to subsection 4.01(f).




          “Series 2008-2 Default Amount” means, with respect to any Monthly Period, an amount
equal to the product of (a) the Series 2008-2 Floating Allocation Percentage and (b) the Default
Amount with respect to such Monthly Period.




14









 








          “Series 2008-2 Fees” means, with respect to any Payment Date, the amount specified in
subsection 4.05(d) for such Payment Date.




          “Series 2008-2 Finance Charge Collections” means, with respect to any Monthly Period,
the Finance Charge Collections allocated to the Series 2008-2 Notes pursuant to subsection
4.01(b).




          “Series 2008-2 Floating Allocation Percentage” means, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Nominal Liquidation Amount as of the beginning of the first day of such
Monthly Period (or, with respect to the first Monthly Period, the Initial Dollar Principal Amount),
and the denominator of which is the greater of (a) the Pool Balance as of the beginning of the
first day of such Monthly Period (or, with respect to the first Monthly Period, the Pool Balance as
of the Closing Date) and (b) the sum of the nominal liquidation amounts for all Series of Notes as
of the beginning of the first day of such Monthly Period; provided, however, that
with respect to any Monthly Period in which an Addition Date, an Increase Date or a Removal Date
occurs, the amount calculated above pursuant to clause (a) of the denominator shall be increased by
(i) the aggregate amount of Principal Receivables or Collateral Certificates added to the Trust on
each Addition Date during such Monthly Period and (ii) the aggregate amount by which the Invested
Amount of an existing Collateral Certificate was increased on each Increase Date during such
Monthly Period, and shall be decreased by the aggregate amount of Principal Receivables or
Collateral Certificates removed from the Trust on each Removal Date during such Monthly Period, as
though such Principal Receivables or Collateral Certificates had been added to or removed from, as
the case may be, the Trust as of the beginning of the first day of such Monthly Period.




          “Series 2008-2 Monthly Interest” means, with respect to any Payment Date, (i) the
Class A Monthly Interest, (ii) any Class A Monthly Interest previously due but not paid to the
Class A Noteholders, (iii) the Class B Monthly Interest, (iv) any Class B Monthly Interest
previously due but not paid to the Class B Noteholders, (v) the Class C Monthly Interest, (vi) any
Class C Monthly Interest previously due but not paid to the Class C Noteholders, (vii) the amount
of Additional Interest, if any, and (viii) any Additional Interest previously due but not paid to
the Series 2008-2 Noteholders, in each case for such Payment Date.




          “Series 2008-2 Noteholders” means a Class A Noteholder, a Class B Noteholder or a
Class C Noteholder.




          “Series 2008-2 Notes” means a Class A Note, a Class B Note or a Class C Note.




          “Series 2008-2 Portfolio Yield” means, for any Monthly Period, the annualized
percentage equivalent of a fraction:




     (1) the numerator of which is equal to the sum of:




     (a) the Series 2008-2 Available Finance Charge Collections with respect to such Monthly
Period; minus




     (b) the Series 2008-2 Default Amount for such Monthly Period; and



15









 






	 	(2)	 	the denominator of which is the Nominal Liquidation Amount as of the last day
of the preceding Monthly Period.





          “Series 2008-2 Principal Allocation Percentage” means, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is (a) during the Revolving Period, the Nominal Liquidation Amount as of the
beginning of the first day of such Monthly Period (or, in the case of the first Monthly Period, the
Initial Dollar Principal Amount) and (b) during the Controlled Accumulation Period or the Early
Amortization Period, the Nominal Liquidation Amount as of the close of business on the date on
which the Revolving Period shall have terminated, and the denominator of which is the greater of
(a) the Pool Balance as of the beginning of the first day of such Monthly Period (or, with respect
to the first Monthly Period, the Pool Balance as of the Closing Date) and (b) the sum of the
nominal liquidation amounts for all Series of Notes as of the beginning of the first day of such
Monthly Period; provided, however, that with respect to any Monthly Period in which
an Addition Date, an Increase Date or a Removal Date occurs, the amount calculated above pursuant
to clause (a) of the denominator shall be increased by (i) the aggregate amount of Principal
Receivables or Collateral Certificates added to the Trust on each Addition Date during such Monthly
Period and (ii) the aggregate amount by which the Invested Amount of an existing Collateral
Certificate was increased on each Increase Date during such Monthly Period, and shall be decreased
by the aggregate amount of Principal Receivables or Collateral Certificates removed from the Trust
on each Removal Date during such Monthly Period, as though such Principal Receivables or Collateral
Certificates had been added to or removed from, as the case may be, the Trust as of the first day
of such Monthly Period.




          “Series 2008-2 Principal Collections” means, with respect to any Monthly Period, the
Principal Collections allocated to the Series 2008-2 Notes pursuant to subsection 4.01(c).




          “Series 2008-2 Reallocated Finance Charge Collections” means, with respect to any
Monthly Period, that portion of Reallocation Group B Finance Charge Collections allocated to Series
2008-2 pursuant to Section 4.04.




          “Series 2008-2 Servicing Fee” means, with respect to any Monthly Period, an amount
equal to the product of (a) the Servicing Fee with respect to such Monthly Period and (b) the
Series 2008-2 Floating Allocation Percentage with respect to such Monthly Period.




          “Series 2008-2 Stated Principal Amount” means $1,061,009,000.




          “Series Available Finance Charge Collections Shortfall” means, with respect to any
Monthly Period as determined on the related Note Transfer Date, (a) with respect to Series 2008-2,
the excess, if any, of (i) the aggregate amount targeted to be paid or applied pursuant to
subsections 4.05(a) through (i) for such Monthly Period over (ii) the Series 2008-2
Available Finance Charge Collections with respect to such Monthly Period and (b) with respect to
any other Series, the amount set forth in the applicable Indenture Supplement for such Monthly
Period; provided, however, that the Issuer, when authorized by an Officer’s
Certificate of each Transferor, may amend or otherwise modify this definition of Series Available
Finance Charge Collections Shortfall provided the Note Rating Agencies confirm in writing that the
amendment




16









 







or modification shall not cause a Ratings Effect with respect to any Outstanding Series 2008-2
Notes.




          “Series Available Principal Collections Shortfall” means, with respect to any Monthly
Period as determined on the related Note Transfer Date, (a) with respect to Series 2008-2, the
excess, if any, of (i) the aggregate amount targeted to be paid or applied pursuant to
subsection 4.06(b)(i) through (iv) for such Monthly Period over (ii) the Series
2008-2 Available Principal Collections with respect to such Monthly Period and (b) with respect to
any other Series of Notes, the amount set forth in the applicable Indenture Supplement for such
Monthly Period; provided, however, that the Issuer, when authorized by an Officer’s
Certificate of each Transferor, may amend or otherwise modify this definition of Series Available
Principal Collections Shortfall provided the Note Rating Agencies confirm in writing that the
amendment or modification shall not cause a Ratings Effect with respect to any Outstanding Series
2008-2 Notes.




          “Servicer” has the meaning specified in the Transfer and Servicing Agreement.




          “Servicer Default” has the meaning specified in the Transfer and Servicing Agreement.




          “Servicing Fee” has the meaning specified in the Transfer and Servicing Agreement.




          “Shared Excess Available Finance Charge Collections” means, with respect to any
Monthly Period as determined on the related Note Transfer Date, with respect to any Series of Notes
in Shared Excess Available Finance Charge Collections Group B, the sum of (a) the amount of Series
2008-2 Available Finance Charge Collections with respect to such Monthly Period, available after
application in accordance with subsections 4.05(a) through (i) and (b) the Finance
Charge Collections remaining after all required payments and deposits from all other Series
identified as belonging to Shared Excess Available Finance Charge Collections Group B which the
applicable Indenture Supplements for such Series specify are to be treated as “Shared Excess
Available Finance Charge Collections” with respect to such Monthly Period.




          “Shared Excess Available Finance Charge Collections Group” has the meaning specified
in the Indenture.




          “Shared Excess Available Finance Charge Collections Group B” means the Shared Excess
Available Finance Charge Collections Group to which Series 2008-2 has been designated for inclusion
under subsection 4.10(a).




          “Shared Excess Available Finance Charge Collections Series” has the meaning specified
in the Indenture.




          “Shared Excess Available Principal Collections” means, with respect to any Monthly
Period as determined on the related Note Transfer Date, the sum of (a) with respect to Series
2008-2, the amount of Series 2008-2 Available Principal Collections for such Monthly Period
available after application in accordance with subsections 4.06(b)(i) through (iv)
and (b) with respect to any other Series included in Shared Excess Available Principal Collections
Group




17









 







B, the Principal Collections allocated to such other Series remaining after all required
payments and deposits, which the applicable Indenture Supplements for such Series specify are to be
treated as “Shared Excess Available Principal Collections” with respect to such Monthly Period.




          “Shared Excess Available Principal Collections Group” has the meaning specified in the
Indenture.




          “Shared Excess Available Principal Collections Group B” means the Shared Excess
Available Principal Collections Group to which Series 2008-2 has been designated for inclusion
under subsection 4.11(a).




          “Shared Excess Available Principal Collections Series” has the meaning specified in
the Indenture.




          “Subordinated Class” means (a) with respect to the Class A Notes, the Class B Notes
and the Class C Notes and (b) with respect to the Class B Notes, the Class C Notes.




          “Transfer and Servicing Agreement” means the Amended and Restated Transfer and
Servicing Agreement, dated as of November 1, 2007, among RFC V, as Transferor, TRS, as Servicer and
Administrator, the Issuer, and the Indenture Trustee, as amended, supplemented or otherwise
modified from time to time.




          “Transfer Restriction Event” has the meaning specified in the Transfer and Servicing
Agreement.




          “Transferor” has the meaning specified in the Transfer and Servicing Agreement.




          “Transferor Amount” has the meaning specified in the Transfer and Servicing Agreement.




          “Transferor Interest” has the meaning specified in the Transfer and Servicing
Agreement.




          “TRS” means American Express Travel Related Services Company, Inc., a New York
corporation, and its permitted successors and assigns.




          “Trust Agreement” has the meaning specified in the Transfer and Servicing Agreement.




          SECTION 2.02 GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY 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.




18









 








          Section 2.03 Counterparts. This Indenture Supplement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.




          Section 2.04 Ratification of Indenture. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as one and the same
instrument.




[END OF ARTICLE II]




19









 





ARTICLE III




SERVICING COMPENSATION




          Section 3.01 Servicing Compensation. The share of the Servicing Fee allocable to the
Series 2008-2 Noteholders with respect to any Payment Date shall equal the Series 2008-2 Servicing
Fee. The portion of the Servicing Fee that is not allocable to the Series 2008-2 Noteholders shall
be paid by the holders of the Transferor Interest or the Noteholders of other Series of Notes (as
provided in the related Indenture Supplements), and in no event shall the Issuer, the Owner
Trustee, the Indenture Trustee or the Series 2008-2 Noteholders be liable for the share of the
Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders of any other
Series of Notes.




[END OF ARTICLE III]




20









 





ARTICLE IV




RIGHTS OF SERIES 2008-2 NOTEHOLDERS AND

ALLOCATION AND APPLICATION OF COLLECTIONS




          Section 4.01 Collections and Allocations.




          (a) Allocations. Finance Charge Collections, Principal Collections, the Default
Amount, the Servicing Fee and amounts withdrawn from the Overconcentration Account allocated to
Series 2008-2 pursuant to Article III of the Transfer and Servicing Agreement shall be allocated
and distributed as set forth in this Article IV.




          (b) Allocations of Finance Charge Collections to the Series 2008-2 Notes. With
respect to each Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall
allocate to the Series 2008-2 Noteholders and retain in the Collection Account for application as
provided herein an amount equal to the product of (A) the Series 2008-2 Floating Allocation
Percentage and (B) the aggregate amount of Finance Charge Collections with respect to such Monthly
Period.




          (c) Allocations of Principal Collections to the Series 2008-2 Notes. With respect to
each Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall allocate to the
Series 2008-2 Noteholders and retain in the Collection Account for application as provided herein
an amount equal to the product of (A) the Series 2008-2 Principal Allocation Percentage and (B) the
aggregate amount of Principal Collections with respect to such Monthly Period.




          (d) Allocations of the Default Amount to the Series 2008-2 Notes. With respect to
each Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall allocate to the
Series 2008-2 Notes an amount equal to the product of (A) the Series 2008-2 Floating Allocation
Percentage and (B) the Default Amount with respect to such Monthly Period.




          (e) Allocations of the Servicing Fee to the Series 2008-2 Notes. With respect to each
Monthly Period, the Indenture Trustee, at the direction of the Servicer, shall allocate to the
Series 2008-2 Notes an amount equal to the product of (A) the Series 2008-2 Floating Allocation
Percentage and (B) the Servicing Fee with respect to such Monthly Period.




          (f) Allocations of Amounts Withdrawn from the Overconcentration Account to the Series
2008-2 Notes. With respect to each Monthly Period, the Indenture Trustee, at the direction of
the Servicer, shall allocate to the Series 2008-2 Notes an amount equal to the product of (A) a
fraction, the numerator of which is the Nominal Liquidation Amount as of the last day of such
Monthly Period and the denominator of which is the sum of the Nominal Liquidation Amount and the
aggregate nominal liquidation amounts of all Outstanding Series, in each case as of the last day of
such Monthly Period and (B) the amount withdrawn from the Overconcentration Account pursuant to
subsection 3.5(c) of the Transfer and Servicing Agreement.




21









 








          Section 4.02 Determination of Monthly Interest.




          (a) The amount of monthly interest (“Class A Monthly Interest”) distributable from the
Collection Account with respect to the Class A Notes on any Payment Date shall be an amount equal
to one-twelfth of the product of (i) the Class A Note Interest Rate and (ii) the Outstanding
Principal Dollar Amount of the Class A Notes as of the close of business on the immediately
preceding Record Date; provided that the Class A Monthly Interest for the first Payment Date shall
be an amount equal to $4,243,333.33.




          On the Note Transfer Date preceding each Payment Date, the Servicer shall determine the
excess, if any (the “Class A Interest Shortfall”), of (x) the Class A Monthly Interest for
such Payment Date over (y) the aggregate amount of funds allocated and available to pay such Class
A Monthly Interest on such Payment Date. If the Class A Interest Shortfall with respect to any
Payment Date is greater than zero, on each subsequent Payment Date until such Class A Interest
Shortfall is fully paid, an additional amount (“Class A Additional Interest”) equal to
one-twelfth of the product of (i) the sum of (x) the Class A Note Interest Rate and (y) 2.0% per
annum and (ii) such Class A Interest Shortfall (or the portion thereof which has not been paid to
the Class A Noteholders) shall be payable as provided herein with respect to the Class A Notes.
Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Noteholders only to the extent permitted by applicable law.




          (b) The amount of monthly interest (“Class B Monthly Interest”) distributable from the
Collection Account with respect to the Class B Notes on any Payment Date shall be an amount equal
to the product of (i) a fraction, the numerator of which is the actual number of days in the period
from and including the immediately preceding Payment Date (or, in the case of the first Payment
Date, the Closing Date) to but excluding such Payment Date and the denominator of which is 360,
(ii) the Class B Note Interest Rate then in effect for the related Interest Period and (iii) the
Outstanding Dollar Principal Amount of the Class B Notes as of the close of business on the
immediately preceding Record Date; provided, however, that in the event the Class B Note Interest
Rate has been modified (as described in the definition thereof) during the period from and
including the preceding Payment Date to but excluding such Payment Date, the rate described in (ii)
above shall reflect a weighted average rate calculated on the basis of the actual number of days
each Class B Note Interest Rate was in effect during such period and a year of 360 days.




          On the Note Transfer Date preceding each Payment Date, the Servicer shall determine the
excess, if any (the “Class B Interest Shortfall”), of (x) the Class B Monthly Interest for
such Payment Date over (y) the aggregate amount of funds allocated and available to pay such Class
B Monthly Interest on such Payment Date. If the Class B Interest Shortfall with respect to any
Payment Date is greater than zero, on each subsequent Payment Date until such Class B Interest
Shortfall is fully paid, an additional amount (“Class B Additional Interest”) equal to the
product of (i) a fraction, the numerator of which is the actual number of days in the period from
and including the immediately preceding Payment Date (or, in the case of the first Payment Date,
the Closing Date) to but excluding such Payment Date and the denominator of which is 360, (ii) the
sum of (x) the Class B Note Interest Rate in effect for the related Interest Period and (y) 2.0%
per annum and (iii) such Class B Interest Shortfall (or the portion thereof





22











 




which has not been paid to the Class B Noteholders) shall be payable as provided herein with
respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B Additional
Interest shall be payable or distributed to the Class B Noteholders only to the extent permitted by
applicable law.




     (c) The amount of monthly interest (“Class C Monthly Interest”) distributable from the
Collection Account with respect to the Class C Notes on any Payment Date shall be an amount equal
to the product of (i) a fraction, the numerator of which is the actual number of days in the period
from and including the immediately preceding Payment Date (or, in the case of the first Payment
Date, the Closing Date) to but excluding such Payment Date and the denominator of which is 360,
(ii) the Class C Note Interest Rate then in effect for the related Interest Period and (iii) the
Outstanding Dollar Principal Amount of the Class C Notes as of the close of business on the
immediately preceding Record Date; provided, however, that in the event the Class C Note Interest
Rate has been modified (as described in the definition thereof) during the period from and
including the preceding Payment Date to but excluding such Payment Date, the rate described in (ii)
above shall reflect a weighted average rate calculated on the basis of the actual number of days
each Class C Note Interest Rate was in effect during such period and a year of 360 days.



     On the Note Transfer Date preceding each Payment Date, the Servicer shall determine an amount
(the “Class C Interest Shortfall”) equal to (x) the aggregate Class C Monthly Interest for
such Payment Date minus (y) the aggregate amount of funds allocated and available to pay such Class
C Monthly Interest on such Payment Date. If the Class C Interest Shortfall with respect to any
Payment Date is greater than zero, on each subsequent Payment Date until such Class C Interest
Shortfall is fully paid, an additional amount (“Class C Additional Interest”) equal to the
product of (i) a fraction, the numerator of which is the actual number of days in the period from
and including the immediately preceding Payment Date (or, in the case of the first Payment Date,
the Closing Date) to but excluding such Payment Date and the denominator of which is 360, (ii) the
sum of (x) the Class C Note Interest Rate in effect for the related Interest Period and (y) 2.0%
per annum and (iii) such Class C Interest Shortfall (or the portion thereof which has not been paid
to the Class C Noteholders) shall be payable as provided herein with respect to the Class C Notes.
Notwithstanding anything to the contrary herein, Class C Additional Interest shall be payable or
distributed to Class C Noteholders only to the extent permitted by applicable law.



     Section 4.03 Determination of Monthly Principal. The amount of monthly principal
allocated and made available from the Collection Account with respect to the Series 2008-2 Notes on
each Payment Date (the “Monthly Principal”), shall be equal to (a) during the Revolving
Period, zero and (b) beginning with the Payment Date in the month following the month in which the
Controlled Accumulation Period or, if earlier, the Early Amortization Period, begins, the least of
(i) the Series 2008-2 Available Principal Collections on deposit in the Collection Account with
respect to such Payment Date, (ii) for each Payment Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Payment Date and (iii) the Nominal
Liquidation Amount for such Payment Date (after taking into account any adjustments to be made on
such Payment Date pursuant to Sections 4.05, 4.08 and 4.09).



     Section 4.04 Reallocated Finance Charge Collections.



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     (a) The portion of Reallocation Group B Finance Charge Collections for any Payment Date equal
to the amount of Series 2008-2 Reallocated Finance Charge Collections for such Payment Date shall
be allocated to Series 2008-2 and will be distributed as set forth in this Indenture Supplement.



     (b) Series 2008-2 Reallocated Finance Charge Collections with respect to any Payment Date
shall equal the sum of (i) the aggregate amount of the Series 2008-2 Monthly Interest, Series
2008-2 Default Amount, Series 2008-2 Fees and Series 2008-2 Additional Amount for such Payment Date
and (ii) that portion of excess Reallocation Group B Finance Charge Collections to be included in
Series 2008-2 Reallocated Finance Charge Collections pursuant to subsection (c) hereof;
provided, however, that if the amount of Reallocation Group B Finance Charge Collections for such
Payment Date is less than the sum of (w) Reallocation Group B Interest, (x) Reallocation Group B
Default Amount, (y) Reallocation Group B Fees and (z) Reallocation Group B Additional Amounts, then
Series 2008-2 Reallocated Finance Charge Collections shall equal the sum of the following amounts
for such Payment Date:




	 	(A)	 	the product of (I) the lesser of (1) Reallocation Group B
Finance Charge Collections and (2) Reallocation Group B Interest and (II) a
fraction, the numerator of which is the Series 2008-2 Monthly Interest and the
denominator of which is Reallocation Group B Interest;
	 
	 	(B)	 	the product of (I) the lesser of (1) Reallocation Group B
Finance Charge Collections less the amount of Reallocation Group B Interest and
(2) the Reallocation Group B Default Amount and (II) a fraction, the numerator
of which is the Series 2008-2 Default Amount and the denominator of which is
the Reallocation Group B Default Amount;
	 
	 	(C)	 	the product of (I) the lesser of (1) Reallocation Group B
Finance Charge Collections less the amount of Reallocation Group B Interest and
the Reallocation Group B Default Amount and (2) Reallocation Group B Fees and
(II) a fraction, the numerator of which is Series 2008-2 Fees and the
denominator of which is Reallocation Group B Fees; and
	 
	 	(D)	 	the product of (I) Reallocation Group B Finance Charge
Collections less the sum of (1) Reallocation Group B Interest, (2) the
Reallocation Group B Default Amount and (3) Reallocation Group B Fees and (II)
a fraction, the numerator of which is Series 2008-2 Additional Amount and the
denominator of which is Reallocation Group B Additional Amounts.





     (c) If the amount of Reallocation Group B Finance Charge Collections for any Payment Date
exceeds the sum of (i) Reallocation Group B Interest, (ii) the Reallocation Group B Default Amount,
(iii) Reallocation Group B Fees and (iv) Reallocation Group B Additional Amounts, then Series
2008-2 Reallocated Finance Charge Collections for such Payment Date shall include an amount equal
to the product of (x) the amount of such excess and (y) a fraction, the numerator of which is the
Nominal Liquidation Amount as of the last day of the second
preceding Monthly Period (or, with respect to the first Payment Date, as of the Closing Date)
and the denominator of which is the sum of such Nominal Liquidation Amount and the aggregate



24









 




nominal liquidation amounts for all other Series included in Reallocation Group B as of such last
day (or, for Series 2008-2, with respect to the first Payment Date, as of the Closing Date).





     Section 4.05 Application of Series 2008-2 Available Finance Charge Collections on Deposit
in the Collection Account. The Servicer shall apply, or shall cause the Indenture Trustee to
apply by written instruction to the Indenture Trustee, on each Payment Date, Series 2008-2
Available Finance Charge Collections on deposit in the Collection Account with respect to such
Payment Date to make the following distributions in the following priority:




     (a) an amount equal to Class A Monthly Interest for such Payment Date, plus the amount
of any Class A Monthly Interest, or portion thereof, previously due but not paid to Class A
Noteholders on a prior Payment Date, plus the amount of any Class A Additional Interest for
such Payment Date, plus the amount of any Class A Additional Interest, or portion thereof,
previously due but not paid to Class A Noteholders on a prior Payment Date, shall be
distributed to the Paying Agent for payment to Class A Noteholders on such Payment Date;




     (b) an amount equal to Class B Monthly Interest for such Payment Date, plus the amount
of any Class B Monthly Interest previously due but not paid to Class B Noteholders on a
prior Payment Date, plus the amount of any Class B Additional Interest for such Payment
Date, plus the amount of any Class B Additional Interest, or portion thereof, previously due
but not paid to Class B Noteholders on a prior Payment Date, shall be distributed to the
Paying Agent for payment to Class B Noteholders on the applicable Payment Date;




     (c) an amount equal to Class C Monthly Interest for such Payment Date, plus the amount
of any Class C Monthly Interest previously due but not paid to Class C Noteholders on a
prior Payment Date, plus the amount of any Class C Additional Interest for such Payment
Date, plus the amount of any Class C Additional Interest, or portion thereof, previously due
but not paid to Class C Noteholders on a prior Payment Date, shall be distributed to the
Paying Agent for payment to Class C Noteholders on the applicable Payment Date;




     (d) an amount equal to the Series 2008-2 Servicing Fee for such Payment Date, plus the
amount of any Series 2008-2 Servicing Fee, or portion thereof, previously due but not paid
to the Servicer on a prior Payment Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in accordance with
Section 3.1 of the Transfer and Servicing Agreement);




     (e) an amount equal to the Series 2008-2 Default Amount for such Payment Date shall be
treated as a portion of Series 2008-2 Available Principal Collections for such Payment Date;




     (f) an amount (the “Series 2008-2 Additional Amount”) equal to the sum of the
aggregate amount of Investor Charge-Offs and the amount of Reallocated Principal
Collections which have not previously been reimbursed shall be used to reimburse such



25









 






amount pursuant to this subsection 4.05(f) and treated as Series 2008-2 Available
Principal Collections for such Payment Date;




     (g) on each Payment Date from and after the Accumulation Reserve Account Funding Date,
but prior to the date on which the Accumulation Reserve Account terminates as described in
subsection 4.12(f), an amount equal to the excess, if any, of the Required
Accumulation Reserve Account Amount over the Available Accumulation Reserve Account Amount
shall be deposited into the Accumulation Reserve Account;




     (h) to make the targeted deposit to the Class C Reserve Account, if any, pursuant to
Section 4.13;




     (i) upon the occurrence of an Event of Default with respect to Series 2008-2 and
acceleration of the maturity of the Series 2008-2 Notes pursuant to Section 7.02 of
the Indenture, the balance, if any, up to the Outstanding Dollar Principal Amount, less the
amount of Series 2008-2 Available Principal Collections allocated to Series 2008-2 on such
Payment Date (other than pursuant to this clause (i)), shall be treated as Series 2008-2
Available Principal Collections for such Payment Date; and




     (j) the balance, if any, shall constitute a portion of Shared Excess Available Finance
Charge Collections for such Payment Date and shall be available for allocation to other
Series in Shared Excess Available Finance Charge Collections Group B, to the extent needed,
and thereafter paid to the holders of the Transferor Interest.



     Section 4.06 Application of Series 2008-2 Available Principal Collections.



          (a) On each Payment Date with respect to the Revolving Period, an amount equal to Series
2008-2 Available Principal Collections deposited in the Collection Account with respect to the
related Monthly Period shall be treated as Shared Excess Available Principal Collections with
respect to such Monthly Period.



          (b) On each Payment Date with respect to the Controlled Accumulation Period or the Early
Amortization Period, an amount equal to the Series 2008-2 Available Principal Collections deposited
in the Collection Account for the related Monthly Period shall be distributed or deposited in the
following order of priority:




          (i) during the Controlled Accumulation Period and prior to the payment in full of the
Class A Notes, the Class B Notes and the Class C Notes, an amount equal to the Monthly
Principal for such Payment Date shall be deposited into the Principal Funding Account in an
amount not to exceed the Controlled Deposit Amount;




          (ii) during the Early Amortization Period, an amount equal to the Monthly Principal for
such Payment Date shall be distributed to the Paying Agent for
payment to the Class A Noteholders on such Payment Date and on each subsequent Payment
Date until the Class A Stated Principal Amount has been paid in full;



26









 






     (iii) after giving effect to the distribution referred to in clause (ii) above, during
the Early Amortization Period, an amount equal to the Monthly Principal remaining, if any,
shall be distributed to the Paying Agent for payment to the Class B Noteholders on such
Payment Date and on each subsequent Payment Date until the Class B Stated Principal Amount
has been paid in full;




     (iv) after giving effect to the distribution referred to in clauses (ii) and (iii)
above, during the Early Amortization Period, an amount equal to the Monthly Principal
remaining, if any, shall be distributed to the Paying Agent for payment to the Class C
Noteholders on such Payment Date and on each subsequent Payment Date until the Class C
Stated Principal Amount has been paid in full;




     (v) the balance of such Series 2008-2 Available Principal Collections shall be treated
as Shared Excess Available Principal Collections on each applicable Note Transfer Date for
the benefit of other Series in Shared Excess Available Principal Collections Group B; and




     (vi) to be treated as part of the Reinvestment Amount.



     (c) On the earlier to occur of (i) the first Payment Date with respect to the Early
Amortization Period and (ii) the Expected Final Payment Date, the Indenture Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the Principal Funding Account
and distribute to the Paying Agent for payment first, to the Class A Noteholders up to the Class A
Stated Principal Amount, second, to the Class B Noteholders up to the Class B Stated Principal
Amount and third, to the Class C Noteholders up to the Class C Stated Principal Amount, the amounts
deposited into the Principal Funding Account pursuant to subsection 4.06(b)(i).



     Section 4.07 Principal Funding Account; Controlled Accumulation Period.



     (a) (i) The Issuer shall cause to be established and maintained, in the name of the Indenture
Trustee, an Eligible Deposit Account (the “Principal Funding Account”), bearing a
designation clearly indicating that the funds and other property credited thereto are held for the
benefit of the Series 2008-2 Noteholders. The Principal Funding Account shall be held by the
Indenture Trustee in accordance with subsection 5.03(c) of the Indenture .



     (ii) At the written direction of the Servicer, funds on deposit in the Principal Funding
Account shall be invested by the Indenture Trustee in Eligible Investments selected by the
Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of
the Series 2008-2 Noteholders; provided that on each Payment Date, all interest and other
investment income (net of losses and investment expenses) (“Principal Funding Account
Investment Proceeds”) on funds on deposit therein shall be applied as set forth in paragraph
(iii) below. Funds on deposit in the Principal Funding Account shall be invested in
Eligible Investments that shall mature so that such funds shall be available at the close of
business on the Note Transfer Date preceding the following Payment Date. Unless the Servicer
directs otherwise, funds deposited in the Principal Funding Account on a Note Transfer Date (which
immediately precedes a Payment Date) upon the maturity of any Eligible Investments are



27









 




not required
to be invested overnight. No such Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Indenture Trustee shall sell, liquidate or dispose of any such Eligible
Investment if, prior to the maturity of such Eligible Investment, a default occurs in the payment
of principal, interest or any other amount with respect to such Eligible Investment; provided
further, however, that the Servicer shall deliver prompt written notice to the Indenture Trustee of
any such default; and provided further that, subject to Section 8.01 of the Indenture, the
Indenture Trustee shall not in any way be held liable by reason of any insufficiency in such
Principal Funding Account resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible
Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their
terms.




          (iii) On each Payment Date with respect to the Controlled Accumulation Period, the Servicer
shall direct the Indenture Trustee in writing to withdraw from the Principal Funding Account and
deposit into the Collection Account all Principal Funding Account Investment Proceeds then on
deposit in the Principal Funding Account and such Principal Funding Account Investment Proceeds
shall be treated as a portion of Series 2008-2 Available Finance Charge Collections.




          (iv) Reinvested interest and other investment income on funds deposited in the Principal
Funding Account shall not be considered to be principal amounts on deposit therein for purposes of
this Indenture Supplement.




     (b) (i) The Indenture Trustee shall possess all right, title and interest in all funds and
property from time to time credited to the Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the exclusive control of the Indenture Trustee for the
benefit of the Series 2008-2 Noteholders. If, at any time, the Principal Funding Account ceases to
be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within
ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Note
Rating Agency may consent) establish a new Principal Funding Account meeting the conditions
specified in paragraph (a)(i) above as an Eligible Deposit Account and shall transfer any funds or
other property to such new Principal Funding Account.



     (ii) Pursuant to the authority granted to the Servicer in Section 4.1 of the Transfer
and Servicing Agreement, the Servicer shall have the power to instruct the Indenture Trustee to
make withdrawals and payments from the Principal Funding Account for the purposes of carrying out
the Servicer’s or Indenture Trustee’s duties hereunder.



     (c) The Controlled Accumulation Period is scheduled to commence at the close of business on
the last day of the November 2009 Monthly Period; provided, however, that if the
Controlled Accumulation Period Length (determined as described below) is less than two months, then
the date on which the Controlled Accumulation Period actually commences may, at
the option of the Transferor, be delayed to the close of business on the last day of the
December 2009 Monthly Period and, as a result, the number of Monthly Periods in the Controlled
Accumulation Period will equal one. On the Note Transfer Date immediately preceding the November
2009 Payment Date, the Servicer shall determine the “Controlled Accumulation



28









 




Period
Length,” which shall equal the number of months not less than the number of whole calendar
months reasonably expected by the Servicer to be necessary to accumulate from Series 2008-2
Available Principal Collections and Shared Excess Available Principal Collections expected to be
available to Series 2008-2 from other Shared Excess Available Principal Collections Series during
the Controlled Accumulation Period an amount equal to the Initial Dollar Principal Amount;
provided, however, that the Controlled Accumulation Period Length shall not be
determined to be less than one month.




     Section 4.08 Investor Charge-Offs. On each Note Transfer Date, the Servicer shall
calculate the Series 2008-2 Default Amount, if any, for the related Payment Date. If, on any
Payment Date, the Series 2008-2 Default Amount for the related Monthly Period exceeds the amount
available therefor pursuant to subsection 4.05(e) with respect to such Monthly Period, the
Nominal Liquidation Amount will be reduced by the amount of such excess, but not by more than the
Series 2008-2 Default Amount for such Payment Date (such reduction, an “Investor
Charge-Off”).



     Section 4.09 Reallocated Principal Collections. On each Payment Date, the Servicer
shall apply, to the extent permitted herein, or shall cause the Indenture Trustee to apply, by
written instruction to the Indenture Trustee, Reallocated Principal Collections with respect to
such Payment Date, in an amount equal to the lesser of (a) the product of (i) the Series 2008-2
Principal Allocation Percentage and (ii) Principal Collections with respect to the related Monthly
Period and (b) the Monthly Subordination Amount for the preceding Monthly Period in accordance with
the priority set forth in subsections 4.05(a), (b) and (d). On each
Payment Date, the Nominal Liquidation Amount shall be reduced by the amount of Reallocated
Principal Collections for such Payment Date.



     Section 4.10 Shared Excess Available Finance Charge Collections.



     (a) Series 2008-2 shall be included in Shared Excess Available Finance Charge Collections
Group B for the purpose of sharing Shared Excess Available Finance Charge Collections.



     (b) Unless otherwise provided pursuant to the terms of Section 4.12 of the Indenture,
Shared Excess Available Finance Charge Collections with respect to any Monthly Period shall be
shared within Shared Excess Available Finance Charge Collections Group B to cover the applicable
Series Available Finance Charge Collections Shortfalls for such Monthly Period, if any, and applied
on the Note Transfer Date in the immediately succeeding Monthly Period for each Shared Excess
Available Finance Charge Collections Group Series with a Series Available Finance Charge
Collections Shortfall for such Monthly Period. Shared Excess Available Finance Charge Collections
allocable to Series 2008-2 with respect to each Monthly Period shall mean an amount equal to the
Series Available Finance Charge Collections Shortfall, if any, with respect to Series 2008-2 for
such Monthly Period; provided, however, that if the aggregate amount of Shared
Excess Available Finance Charge Collections for all Series in
Shared Excess Available Finance Charge Collections Group B for each Monthly Period is less
than the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly Period,
then Shared Excess Available Finance Charge Collections allocable to Series 2008-2 with respect to
such Monthly Period shall equal the product of (i) Shared Excess Available



29









 




Finance Charge
Collections for all Series in Shared Excess Available Finance Charge Collections Group B for such
Monthly Period and (ii) a fraction, the numerator of which is the Series Available Finance Charge
Collections Shortfall with respect to Series 2008-2 for such Monthly Period and the denominator of
which is the Aggregate Series Available Finance Charge Collections Shortfall for such Monthly
Period.




     (c) To the extent that Shared Excess Available Finance Charge Collections exceed the Aggregate
Series Available Finance Charge Collections Shortfall, such excess shall be paid to the holders of
the Transferor Interest.



     Section 4.11 Shared Excess Available Principal Collections.



     (a) Series 2008-2 shall be included in Shared Excess Available Principal Collections Group B
for the purpose of sharing Shared Excess Available Principal Collections.



     (b) Unless otherwise provided pursuant to the terms of Section 4.12 of the Indenture,
Shared Excess Available Principal Collections with respect to any Monthly Period shall be shared
within Shared Excess Available Principal Collections Group B to cover the applicable Series
Available Principal Collections Shortfalls for such Monthly Period, if any, and applied on the Note
Transfer Date in the immediately succeeding Monthly Period for each Shared Excess Available
Principal Collections Series with a Series Available Principal Collections Shortfall for such
Monthly Period. Shared Excess Available Principal Collections allocable to Series 2008-2 with
respect to each Monthly Period shall mean an amount equal to the Series Available Principal
Collections Shortfall, if any, with respect to Series 2008-2 for such Monthly Period;
provided, however, that if the aggregate amount of Shared Excess Available
Principal Collections for all Series in Shared Excess Available Principal Collections Group B for
each Monthly Period is less than the Aggregate Series Available Principal Collections Shortfall for
such Monthly Period, then Shared Excess Available Principal Collections allocable to Series 2008-2
with respect to such Monthly Period shall equal the product of (i) Shared Excess Available
Principal Collections for all Series in Shared Excess Available Principal Collections Group B for
such Monthly Period and (ii) a fraction, the numerator of which is the Series Available Principal
Collections Shortfall with respect to Series 2008-2 for such Monthly Period and the denominator of
which is the Aggregate Series Available Principal Collections Shortfall for such Monthly Period.



     (c) Unless otherwise specified in the Indenture Supplement for any other Series in Shared
Excess Available Principal Collections Group B, any Shared Excess Available Principal Collections
for each Series in Shared Excess Available Principal Collections Group B for any Monthly Period
which shall remain after application pursuant to clause (b) above shall be treated as part of the
Reinvestment Amount for the Note Transfer Date in the next succeeding Monthly Period. Shared
Excess Available Principal Collections will not be available for application by other Series of
Notes that are not included in Shared Excess Available Principal Collections Group B.



     Section 4.12 Accumulation Reserve Account.



30









 





     (a) The Servicer shall establish and maintain, in the name of the Indenture Trustee an
Eligible Deposit Account (the “Accumulation Reserve Account”) bearing a designation clearly
indicating that the funds and other property credited thereto are held for the benefit of the
Series 2008-2 Noteholders. The Accumulation Reserve Account shall be held by the Indenture Trustee
in accordance with subsection 5.03(c) of the Indenture. The Indenture Trustee shall
possess all right, title and interest in all funds and property from time to time credited to the
Accumulation Reserve Account and in all proceeds thereof. The Accumulation Reserve Account shall
be under the exclusive control of the Indenture Trustee for the benefit of the Series 2008-2
Noteholders. If at any time the Accumulation Reserve Account ceases to be an Eligible Deposit
Account, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being
notified in writing of such ineligibility (or the Servicer on its behalf) shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to which each Note Rating Agency
shall consent) establish a new Accumulation Reserve Account meeting the conditions specified above
as an Eligible Deposit Account, and shall transfer any funds or other property to such new
Accumulation Reserve Account. The Indenture Trustee, at the direction of the Servicer, shall (i)
make withdrawals from the Accumulation Reserve Account from time to time in an amount up to the
Available Accumulation Reserve Account Amount at such time, for the purposes set forth in this
Indenture Supplement, and (ii) on each Payment Date (from and after the Accumulation Reserve
Account Funding Date) prior to the termination of the Accumulation Reserve Account make a deposit
into the Accumulation Reserve Account in the amount specified in, and otherwise in accordance with,

subsection 4.05(g).



     (b) Funds on deposit in the Accumulation Reserve Account shall be invested at the written
direction of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in
the Accumulation Reserve Account on any Note Transfer Date, after giving effect to any withdrawals
from the Accumulation Reserve Account on such Note Transfer Date, shall be invested in such
investments that shall mature so that such funds shall be available for withdrawal on or prior to
the following Note Transfer Date. No such Eligible Investment shall be disposed of prior to its
maturity; provided, however, that the Indenture Trustee shall sell, liquidate or dispose of any
such Eligible Investment if, prior to the maturity of such Eligible Investment, a default occurs in
the payment of principal, interest or any other amount with respect to such Eligible Investment;
provided further, however, that the Servicer shall deliver prompt written notice to the Indenture
Trustee of any such default; and provided further that, subject to Section 8.01 of the
Indenture, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency
in such Accumulation Reserve Account resulting from any loss on any Eligible Investment included
therein except for losses attributable to the Indenture Trustee’s failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial capacity, in accordance
with their terms. On each Payment Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Payment Date on funds on deposit in the Accumulation Reserve
Account shall be retained in the Accumulation Reserve Account (to the extent that the Available
Accumulation Reserve Account Amount is less than the Required Accumulation Reserve Account Amount)
and the balance, if any, shall be deposited in the Collection Account and treated as Series 2008-2
Available Finance Charge Collections. For purposes of determining the availability of funds or the
balance in the Accumulation Reserve Account for any reason under this Indenture Supplement, except
as
otherwise provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.



31









 





     (c) On the Note Transfer Date preceding each Payment Date with respect to the Controlled
Accumulation Period and on or before the first Payment Date with respect to the Early Amortization
Period, the Servicer shall calculate the “Accumulation Reserve Draw Amount” which shall be
equal to the excess, if any, of the Covered Amount with respect to such Payment Date over the
Principal Funding Account Investment Proceeds with respect to such Payment Date; provided that such
amount shall be reduced to the extent that funds otherwise would be available for deposit in the
Accumulation Reserve Account under subsection 4.05(g) with respect to such Payment Date.



     (d) In the event that for any Payment Date the Accumulation Reserve Draw Amount is greater
than zero, the Accumulation Reserve Draw Amount, up to the Available Accumulation Reserve Account
Amount, shall be withdrawn from the Accumulation Reserve Account on the related Note Transfer Date
by the Indenture Trustee (acting in accordance with the instructions of the Servicer) and deposited
into the Collection Account for application as Series 2008-2 Available Finance Charge Collections
for such Payment Date.



     (e) In the event that the Accumulation Reserve Account Surplus on any Payment Date, after
giving effect to all deposits to and withdrawals from the Accumulation Reserve Account with respect
to such Payment Date, is greater than zero, the Indenture Trustee (acting in accordance with the
instructions of the Servicer) shall withdraw from the Accumulation Reserve Account, and pay to the
Owner Trustee for distribution in accordance with the Trust Agreement an amount equal to such
Accumulation Reserve Account Surplus.



     (f) Upon the earliest to occur of (i) the day on which the Nominal Liquidation Amount is
reduced to zero, (ii) the occurrence of an Event of Default with respect to the Series 2008-2 Notes
and acceleration of such Series 2008-2 Notes pursuant to Section 7.02 of the Indenture,
(iii) the first Payment Date with respect to the Early Amortization Period, (iv) the Expected Final
Payment Date and (v) the termination of the Trust pursuant to the Trust Agreement, the Indenture
Trustee (acting in accordance with the instructions of the Servicer) after the prior payment of all
amounts owing to the Series 2008-2 Noteholders which are payable from the Accumulation Reserve
Account as provided herein, shall withdraw from the Accumulation Reserve Account and pay to the
holders of the Transferor Interest all amounts, if any, on deposit in the Accumulation Reserve
Account and the Accumulation Reserve Account shall be deemed to have terminated for purposes of
this Indenture Supplement.



     (g) Notwithstanding the foregoing, following an Event of Default with respect to the Series
2008-2 Notes and acceleration of such Series 2008-2 Notes, any Accumulation Reserve Account Surplus
or other amounts on deposit in the Accumulation Reserve Account shall be applied toward payment of
any amounts owing with respect to the Series 2008-2 Notes before such amounts are paid to the
holders of the Transferor Interest.



     Section 4.13 Class C Reserve Account.



     (a) The Servicer shall establish and maintain, in the name of the Indenture Trustee an
Eligible Deposit Account (the “Class C Reserve Account”) bearing a designation clearly
indicating that the funds and other property credited thereto are held for the benefit of the Class
C Noteholders. The Class C Reserve Account shall be held by the Indenture Trustee in



32









 




accordance
with subsection 5.03(c) of the Indenture. The Indenture Trustee shall possess all right,
title and interest in all funds and property from time to time credited to the Class C Reserve
Account and in all proceeds thereof. The Class C Reserve Account shall be under the exclusive
control of the Indenture Trustee for the benefit of the Class C Noteholders. If at any time the
Class C Reserve Account ceases to be an Eligible Deposit Account, the Transferor shall notify the
Indenture Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility
(or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed
30 calendar days, as to which each Note Rating Agency shall consent) establish a new Class C
Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall
transfer any funds or other property to such new Class C Reserve Account. The Indenture Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Class C Reserve Account from
time to time in an amount up to the Available Class C Reserve Account Amount at such time, for the
purposes set forth in this Indenture Supplement, and (ii) make deposits to the Class C Reserve
Account from time to time in the amount specified in, and otherwise in accordance with,
subsection 4.05(h).




     (b) Funds on deposit in the Class C Reserve Account shall be invested at the written direction
of the Servicer by the Indenture Trustee in Eligible Investments. Funds on deposit in the Class C
Reserve Account on any Note Transfer Date, after giving effect to any withdrawals from the Class C
Reserve Account on such Note Transfer Date, shall be invested in such investments that shall mature
so that such funds shall be available for withdrawal on or prior to the following Note Transfer
Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however,
that the Indenture Trustee shall sell, liquidate or dispose of any such Eligible Investment if,
prior to the maturity of such Eligible Investment, a default occurs in the payment of principal,
interest or any other amount with respect to such Eligible Investment; provided further, however,
that the Servicer shall deliver prompt written notice to the Indenture Trustee of any such default;
and provided further that, subject to Section 8.01 of the Indenture, the Indenture Trustee
shall not in any way be held liable by reason of any insufficiency in such Class C Reserve Account
resulting from any loss on any Eligible Investment included therein except for losses attributable
to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the
Indenture Trustee, in its commercial capacity, in accordance with their terms. On each Payment
Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding
Payment Date on funds on deposit in the Class C Reserve Account shall be retained in the Class C
Reserve Account (to the extent that the Available Class C Reserve Account Amount is less than the
Required Class C Reserve Account Amount) and, to the extent the Series 2008-2 Notes have not been
accelerated pursuant to Section 7.02 of the Indenture, the balance, if any, shall be paid
to the holders of the Transferor Interest. For purposes of determining the availability of funds
or the balance in the Class C Reserve Account for any reason under this Indenture Supplement,
except as otherwise provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.



     (c) The amount targeted to be on deposit in the Class C Reserve Account for any Payment Date
will be an amount equal to the product of (i) the Class C Reserve Account Percentage for the
related Monthly Period and (ii) the Initial Dollar Principal Amount; provided, however, that if an
Early Amortization Event or Event of Default occurs with respect to the



33









 




Series 2008-2 Notes, the
amount targeted to be on deposit will be the Outstanding Dollar Principal Amount of the Class C
Notes.




     (d) After the Class C Reserve Account Percentage has been increased to a percentage above 0%
pursuant to any of clauses (ii) through (vi) of the definition thereof or pursuant to the proviso
in the definition thereof, the Class C Reserve Account Percentage shall remain at that percentage
until (A) further increased to a higher required percentage specified in clauses (iii) through (vi)
of the definition thereof or in the proviso in the definition thereof or (B) the Payment Date on
which the Quarterly Excess Spread Percentage has increased to a level above that for the then
current Class C Reserve Account Percentage or the Quarterly Principal Payment Rate is greater than
60%, in which case the Class C Reserve Account Percentage shall be decreased to the appropriate
percentage in clauses (i) through (v) of the definition thereof or in the proviso in the definition
thereof. Notwithstanding the foregoing, if an Early Amortization Event has occurred and is
continuing, or an Event of Default with respect to the Series 2008-2 Notes has occurred and is
continuing, the Class C Reserve Account Percentage shall no longer be subject to reduction.



     (e) With respect to any Payment Date, if the amount distributable pursuant to subsection
4.05(c) exceeds the amount available therefor pursuant to subsection 4.05(c), an amount
equal to that deficiency will be withdrawn from the Class C Reserve Account and applied in
accordance with subsection 4.05(c).



     (f) If, on and after the earliest to occur of (i) the date on which Collateral is sold
following an Event of Default with respect to the Series 2008-2 Notes and acceleration of such
Series 2008-2 Notes pursuant to Section 7.02 of the Indenture, (ii) any date on or after
the Expected Final Payment Date on which the amount on deposit in the Principal Funding Account (to
the extent such amount exceeds the sum of the Outstanding Dollar Principal Amount of the Class A
Notes and the Class B Notes) plus the aggregate amount on deposit in the Class C Reserve Account
with respect to the Class C Notes equal or exceeds the Outstanding Dollar Principal Amount of the
Class C Notes and (iii) the Legal Maturity Date, the amount on deposit in the Principal Funding
Account is insufficient to pay in full the amounts for which withdrawals are required pursuant to
Section 4.06, an amount equal to that deficiency will be withdrawn from the Class C Reserve
Account and deposited into the Principal Funding Account to pay principal of the Class C Notes.



     (g) If on any Payment Date with respect to which the Series 2008-2 Notes have not been
accelerated pursuant to Section 7.02 of the Indenture, the aggregate amount on deposit in
the Class C Reserve Account exceeds the amount required to be on deposit in the Class C Reserve
Account, the amount of such excess will be withdrawn from the Class C Reserve Account and paid to
the holders of the Transferor Interest; provided that, notwithstanding anything else to the
contrary in this Section 4.13, if an Event of Default shall have occurred with respect to
Series 2008-2 and the maturity of the Series 2008-2 Notes shall have been accelerated under
Section 7.02 of the Indenture, upon the earlier to occur of (1) the
payment in full of all principal and interest owing to the Class A Noteholders and the Class B
Noteholders and (2) the Legal Maturity Date, any amounts remaining on deposit in the Class C
Reserve Account shall be applied to pay all amounts due and payable on the Class C Notes first, and
then, to the extent any funds are remaining, shall be applied to pay all amounts due and



34









 




payable on
the Class A Notes and the Class B Notes, if any, in that order, each as provided in Section
7.02 of the Indenture.




     (h) No Transferor shall sell, transfer or assign any interest in the Class C Reserve Account
without (x) the delivery to the Indenture Trustee of an Issuer Tax Opinion and any applicable
Master Trust Tax Opinion and (y) providing prior written notice to the Note Rating Agencies of such
assignment.



     Section 4.14 Investment Instructions. Any investment instructions required to be
given to the Indenture Trustee pursuant to the terms hereof must be given to the Indenture Trustee
no later than 10:30 a.m. (New York City time) on the date such investment is to be made. In the
event the Indenture Trustee receives such investment instruction later than such time, the
Indenture Trustee may, but shall have no obligation to, make such investment. In the event the
Indenture Trustee is unable to make an investment required in an investment instruction received by
the Indenture Trustee after 10:30 a.m. (New York City time) on such day, such investment shall be
made by the Indenture Trustee on the next succeeding Business Day. In no event shall the Indenture
Trustee be liable for any investment not made pursuant to investment instructions received after
10:30 a.m. (New York City time) on the day such investment is requested to be made.



     Section 4.15 Determination of LIBOR.



     (a) On each LIBOR Determination Date, the Indenture Trustee shall determine LIBOR for the
related Interest Period, which shall be the rate for deposits in United States dollars for a period
equal to one month (commencing on the first day of such Interest Period) that appears on Reuters
Screen LIBOR01 Page as of 11:00 a.m., London time, on such date. Upon such determination, the
Indenture Trustee shall notify the Servicer of LIBOR for such LIBOR Determination Date. If such
rate does not appear on Reuters Screen LIBOR01 Page, the rate for the LIBOR Determination Date
shall be determined on the basis of the rates at which deposits in United States dollars are
offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks
in the London interbank market for a period equal to one month (commencing on the first day of such
Interest Period). The Servicer shall request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate
for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that LIBOR Determination Date shall be the
arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to
leading European banks for a period equal to one month (commencing on the first day of such
Interest Period). If the banks selected by the Servicer are not quoting rates as provided in the
immediately preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for the
immediately preceding Interest Period.



     (b) The Servicer shall determine, and promptly notify the Transferor and the Indenture Trustee
of, the Class A Note Interest Rate, the Class B Note Interest Rate and the Class C Note Interest
for the applicable Interest Period. The Class A Note Interest Rate, the Class B Note Interest Rate
and the Class C Note Interest Rate applicable to the then current and the



35









 




immediately preceding
Interest Periods may be obtained by any Series 2008-2 Noteholder by telephoning the Indenture
Trustee at its Corporate Trust Office at (212) 815-6258.




     (c) On each LIBOR Determination Date prior to 3:00 p.m., New York City time, the Indenture
Trustee shall send to the Transferor and the Servicer by facsimile or electronic transmission of
LIBOR for the following Interest Period.



     Section 4.16 Sale of Collateral for Series 2008-2 Notes That Are Accelerated or Reach
Legal Maturity.



     (a) If the Series 2008-2 Notes have been accelerated pursuant to Section 7.02 of the
Indenture following an Event of Default, the Indenture Trustee may, and at the direction of the
Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2008-2 Notes
will, sell Collateral (or interests therein) in an amount (as determined by the Issuer and provided
to the Indenture Trustee) not to exceed the sum of (i) the Nominal Liquidation Amount as of the
close of business on the day preceding such sale and (ii) the product of (A) the Nominal
Liquidation Amount as of the close of business on the day preceding such sale and (B) the Discount
Option Percentage.



     (b) Such a sale will be permitted only if at least one of the following conditions is met:




     (i) the Holders of more than 90% of the aggregate Outstanding Dollar Principal
Amount of the Series 2008-2 Notes consent; or




     (ii) the net proceeds of such sale (plus amounts on deposit in the Issuer
Accounts) would be sufficient to pay all amounts due on the Series 2008-2 Notes; or




     (iii) the Indenture Trustee in consultation with the Servicer determines that
the funds to be allocated to the Series 2008-2 Notes, including (1) Series 2008-2
Available Finance Charge Collections and Series 2008-2 Available Principal
Collections and (2) amounts on deposit in the Issuer Accounts, may not be sufficient
on an ongoing basis to make all payments on the Series 2008-2 Notes as such payments
would have become due if such obligations had not been declared due and payable, and
Series 2008-2 Noteholders evidencing more than 66 2/3% of the aggregate Outstanding
Dollar Principal Amount of the Series 2008-2 Notes consent to the sale; provided
that the Issuer will provide the Indenture Trustee with the information reasonably
requested by the Indenture Trustee to make such determination.



     (c) If the Nominal Liquidation Amount is greater than zero on the Legal Maturity Date (after
giving effect to any allocations, deposits and payments otherwise to be made on that Legal Maturity
Date), the Indenture Trustee shall, no later than seven Business
Days following the Legal Maturity Date, sell or cause to be sold Collateral (or interests
therein) in an amount not to exceed the sum of (i) the Nominal Liquidation Amount as of the close
of business on the day preceding such sale and (ii) the product of (A) the Nominal Liquidation



36









 




Amount as of the close of business on the day preceding such sale and (B) the Discount Option
Percentage.




     (d) Upon the occurrence of such sale, the Nominal Liquidation Amount shall be automatically
reduced to zero and Principal Collections and Finance Charge Collections shall no longer be
allocated to the Series 2008-2 Notes. Series 2008-2 Noteholders shall receive the proceeds of such
sale in an amount not to exceed the Outstanding Dollar Principal Amount of, plus any Series 2008-2
Monthly Interest due on, such Series 2008-2 Notes.



     (e) Sale proceeds received with respect to the Series 2008-2 Notes pursuant to clause (a) or
(c) above will be allocated in the following priority:




     first, to the Class A Noteholders, until the Class A Stated Principal Amount and all
current and past due Class A Monthly Interest and Class A Additional Interest has been paid
in full;




     second, to the Class B Noteholders, until the Class B Stated Principal Amount and all
current and past due Class B Monthly Interest and Class B Additional Interest has been paid
in full; and




     third, to the Class C Noteholders, until the Class C Stated Principal Amount and all
current and past due Class C Monthly Interest and Class C Additional Interest has been paid
in full.



[END OF ARTICLE IV]




37









 








ARTICLE V




EARLY AMORTIZATION OF NOTES




          Section 5.01 Early Amortization Events. In addition to the events identified as
Early Amortization Events in Section 12.01 of the Indenture, the occurrence of any of the following
events (each, an “Early Amortization Event”) shall result in an early amortization event
for the Series 2008-2 Notes:




     (i) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread
Percentage; or




     (ii) if (x) the Transferor fails to add additional Trust Assets to the Trust or (y) the
Invested Amount of an existing Collateral Certificate is not increased when either action is
required pursuant to the Transfer and Servicing Agreement; or




     (iii) if any Servicer Default occurs which would have a material adverse effect on the
Series 2008-2 Noteholders.



[END OF ARTICLE V]




38









 








ARTICLE VI




LEGAL MATURITY; FINAL DISTRIBUTIONS




     Section 6.01 Legal Maturity. The Series 2008-2 Notes shall be considered to be paid
in full, the Holders of such Series 2008-2 Notes shall have no further right or claim, and the
Issuer shall have no further obligation or liability with respect to such Series 2008-2 Notes on
the earliest to occur of (i) the date on which the Series 2008-2 Stated Principal Amount, and all
Monthly Interest on such Series 2008-2 Notes, is paid in full, (ii) the date on which Collateral is
sold and the proceeds in respect thereof applied in accordance with Section 4.16 and (iii)
the seventh Business Day following the Legal Maturity Date, in each case after giving effect to all
deposits, allocations, reimbursements, reallocations, sales of Collateral and payments to be made
on such date.



[END OF ARTICLE VI]




39









 








ARTICLE VII




DELIVERY OF SERIES 2008-2 NOTES;

DISTRIBUTIONS AND REPORTS TO

SERIES 2008-2 NOTEHOLDERS




     Section 7.01 Form of Delivery for the Series 2008-2 Notes; Depository; Denominations.



     (a) The Series 2008-2 Notes shall be delivered in the form of global Registered Notes as
provided in Section 3.02 of the Indenture.



     (b) The Depository for the Series 2008-2 Notes shall be The Depository Trust Company, and the
Series 2008-2 Notes shall initially be registered in the name of Cede & Co., its nominee.



     (c) The Series 2008-2 Notes shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000.



     Section 7.02 Delivery and Payment for the Series 2008-2 Notes. The Issuer shall
execute and deliver the Series 2008-2 Notes to the Indenture Trustee for authentication, and the
Indenture Trustee shall deliver the Series 2008-2 Notes when authenticated, each in accordance with
Section 4.03 of the Indenture.



     Section 7.03 Distributions.



     (a) On each Payment Date, the Paying Agent shall distribute, based upon the statement
delivered by the Servicer pursuant to Section 7.04(a) hereof, to each Class A Noteholder of record
on the related Record Date such Class A Noteholder’s pro rata share of the amounts held by the
Paying Agent that are allocated and available on such Payment Date to pay interest on the Class A
Notes pursuant to this Indenture Supplement.



     (b) On each Payment Date with respect to the Early Amortization Period and on the Expected
Final Payment Date, the Paying Agent shall distribute, based upon the statement delivered by the
Servicer pursuant to Section 7.04(a) hereof, to each Class A Noteholder of record on the related
Record Date such Class A Noteholder’s pro rata share of the amounts on deposit in the Principal
Funding Account or otherwise held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class A Notes pursuant to this Indenture Supplement.



     (c) On each Payment Date, the Paying Agent shall distribute, based upon the statement
delivered by the Servicer pursuant to Section 7.04(a) hereof, to each Class B Noteholder of record
on the related Record Date such Class B Noteholder’s pro rata share of the



40









 




amounts held by the Paying Agent that are allocated and available on such Payment Date to pay
interest on the Class B Notes pursuant to this Indenture Supplement.




     (d) On each Payment Date with respect to the Early Amortization Period and on the Expected
Final Payment Date, the Paying Agent shall distribute, based upon the statement delivered by the
Servicer pursuant to Section 7.04(a) hereof, to each Class B Noteholder of record on the related
Record Date such Class B Noteholder’s pro rata share of the amounts on deposit in the Principal
Funding Account or otherwise held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class B Notes pursuant to this Indenture Supplement.



     (e) On each Payment Date, the Paying Agent shall distribute, based upon the statement
delivered by the Servicer pursuant to Section 7.04(a) hereof, to each Class C Noteholder of record
on the related Record Date such Class C Noteholder’s pro rata share of the amounts held by the
Paying Agent that are allocated and available on such Payment Date to pay interest on the Class C
Notes pursuant to this Indenture Supplement.



     (f) On each Payment Date with respect to the Early Amortization Period and on the Expected
Final Payment Date, the Paying Agent shall distribute, based upon the statement delivered by the
Servicer pursuant to Section 7.04(a) hereof, to each Class C Noteholder of record on the related
Record Date such Class C Noteholder’s pro rata share of the amounts on deposit in the Principal
Funding Account or otherwise held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class C Notes pursuant to this Indenture Supplement.



     (g) The distributions to be made pursuant to this Section 7.03 are subject to the
provisions of Sections 2.7, 8.1 and 9.1 of the Transfer and Servicing
Agreement and Section 13.08 of the Indenture.



     (h) Except as provided in Section 13.08 of the Indenture with respect to a final
distribution, distributions to Series 2008-2 Noteholders hereunder shall be made by check mailed to
each Series 2008-2 Noteholder at such Series 2008-2 Noteholder’s address appearing in the Note
Register without presentation or surrender of any Series 2008-2 Note or the making of any notation
thereon; provided, however, that with respect to Series 2008-2 Notes registered in the name of a
Clearing Agency, such distributions shall be made to such Clearing Agency in immediately available
funds.



     Section 7.04 Reports and Statements to Series 2008-2 Noteholders.



     (a) On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, shall forward
to each Series 2008-2 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.



     (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



41









 




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).




     (c) A copy of each statement or certificate provided pursuant to paragraph (a) or (b) may be
obtained by any Series 2008-2 Noteholder or any Note Owner thereof by a request in writing to the
Servicer.



     (d) On or before January 31 of each calendar year, beginning with calendar year 2009, 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 2008-2 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 2008-2 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.



[END OF ARTICLE VII]




42









 








ARTICLE VIII




MISCELLANEOUS PROVISIONS




     Section 8.01 No Petition. The Indenture Trustee, by entering into this Indenture
Supplement, each Derivative Counterparty, by entering into the applicable Derivative Agreement,
each Supplemental Credit Enhancement Provider or Supplemental Liquidity Provider, as applicable, by
entering into the applicable Supplemental Credit Enhancement Agreement or Supplemental Liquidity
Agreement, and each Series 2008-2 Noteholder, by accepting a Series 2008-2 Note, agrees, to the
fullest extent permitted by applicable law, that at no time shall it commence, or join in
commencing, a bankruptcy case or other insolvency or similar proceeding under the laws of any
jurisdiction against the Transferor, the Issuer, or any Master Trust.



     Section 8.02 Actions by the Issuer. Subject to the Transfer and Servicing Agreement,
all action to be taken by the Issuer under this Indenture Supplement shall be taken by the
Administrator or the Owner Trustee on behalf of the Issuer and all notices to be given or received
by the Issuer under this Indenture Supplement shall be given or received by the Administrator or
the Owner Trustee, on behalf of the Issuer.



     Section 8.03 Limitations on Liability.



     (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture
Supplement is executed and delivered by the Owner Trustee, not individually or personally but
solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority
conferred and vested in it, (ii) each of the representations, undertakings and agreements herein
made on the part of the Issuer is made and intended not as a personal representation, undertaking
or agreement by the Owner Trustee but is made and intended for the purpose of binding only the
Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner
Trustee, individually or personally, to perform any covenant of the Issuer either expressed or
implied contained herein, all such liability, if any, being expressly waived by the parties to the
Indenture and by any Person claiming by, through or under them and (iv) under no circumstances
shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer under this Indenture Supplement or any related documents.



     (b) None of the Indenture Trustee, the Owner Trustee, the Servicer, the Administrator, the
Beneficiary or any other beneficiary of the Issuer or any of their respective officers, directors,
employees, members, incorporators or agents shall have any liability with respect to this Indenture
Supplement, and any recourse may be had solely to the Collateral.



     Section 8.04 Termination of Issuer. The Issuer and the respective obligations and
responsibilities of the Indenture Trustee created hereby shall terminate as provided in the Trust
Agreement.



43









 





     Section 8.05 Acknowledgement and Acceptance of Indenture Supplement. TRS, as
Servicer and Administrator, and RFC V, as Transferor, by their signatures hereto, acknowledge and
accept this Indenture Supplement.



     Section 8.06 Amendments. Except as expressly set forth in Article X of the
Indenture, this Indenture Supplement may not be amended, supplemented or modified.



[END OF ARTICLE VIII]




44









 







IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed,
all 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/ Erwin M. Soriano
	 

	 	 	 	 
	 

	 	 	 	Name: Erwin M. Soriano
	 

	 	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as Indenture Trustee and not in its individual
capacity
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Catherine L. Cerilles
	 

	 	 	 	 
	 

	 	 	 	Name: Catherine L. Cerilles
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as Securities Intermediary and not in its
individual capacity
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Catherine L. Cerilles
	 

	 	 	 	 
	 

	 	 	 	Name: Catherine L. Cerilles
	 

	 	 	 	Title: Vice President






 









 






Acknowledged and Accepted:




AMERICAN EXPRESS RECEIVABLES

FINANCING CORPORATION V LLC,

as Transferor




	 	 	 	 	 
	By: 

Name:

	 	/s/ Peter C. Sisti
 

Peter C. Sisti
	 	 
	Title:

	 	President	 	 






AMERICAN EXPRESS TRAVEL RELATED

SERVICES COMPANY, INC.,

as Servicer and Administrator




	 	 	 	 	 
	By: 

Name:

	 	/s/ David L. Yowan
 

David L. Yowan
	 	 
	Title:

	 	Treasurer	 	 






 









 








	 	 	 	 	 	 	 
	STATE OF DELAWARE

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF NEW CASTLE

	 	 	)	 	 	 






     On
August 1, 2008, before me personally came Erwin Soriano, on AVP of
Wilmington Trust Company, to me known to be the person described in and who executed the foregoing
instrument, and duly acknowledged that he/she executed the same for the purposes therein
contained, and acknowledged the same to be his/her free act and deed.



	 	 	 
	/s/ Karen
Ciszkowski 

Name

	 	 
	 
	 	 
	 
	 	 
	[seal] 

[Notarial Seal]

	 	 






 









 







	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






     On
August 6, 2008, before me personally came Catherine L. Cerilles, to me known, who,
being by me duly sworn, did depose and say that she resides at 101 Barclays Street, New York, New
York 10286; that she is a Vice President of The Bank of New York Mellon, one of the parties
described in and which executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed
by authority of the board of directors of the corporation; and that she signed her name thereto by
like authority.



	 	 	 
	/s/ Oona
M. Fitzpatrick 

Name

	 	 
	 
	 	 
	 
	 	 
	[Seal] 

[Notarial Seal]

	 	 







 











 





EXHIBIT A-1




FORM OF

CLASS A SERIES 2008-2 4.02% ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) — ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR ANY MASTER TRUST, OR JOIN IN INSTITUTING
AGAINST THE ISSUER, THE TRANSFEROR OR ANY MASTER TRUST, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.



     THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



A-1-1









 





			
	 	 	 
	 
	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED
	 	$[___]1/
	 	 	 
	No. R-[___]
	 	CUSIP NO. 02586G AR3






AMERICAN EXPRESS ISSUANCE TRUST




CLASS A SERIES 2008-2 4.02% ASSET BACKED NOTE




     American Express Issuance Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement,
dated as of November 1, 2007 for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, a principal sum of
[                                        ] payable on the February 2010 Payment Date (the “Expected Final
Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and payable on the January 2011
Payment Date (the “Legal Maturity Date”). The Issuer will pay interest on the unpaid
principal amount of this Note at the Class A Note Interest Rate on each Payment Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date
to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal balance of
this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.





 




			
	1/	 	Denominations of $100,000 and integral multiples thereof.





A-1-2









 





     IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.



	 	 	 	 	 
	 	AMERICAN EXPRESS ISSUANCE TRUST,
as Issuer
 	 
	 	By:  	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: August 7, 2008





A-1-3









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class A Notes described in the within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-1-4









 





AMERICAN EXPRESS ISSUANCE TRUST




CLASS A SERIES 2008-2 4.02% ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as its
American Express Issuance Trust, Series 2008-2 (the “Series 2008-2 Notes”), issued under an
Amended and Restated Indenture, dated as of November 1, 2007 (as amended and restated, the
“Indenture”), between the Issuer and The Bank of New York, as indenture trustee (the
“Indenture Trustee,” which term includes any successor Indenture Trustee under the
Indenture), as supplemented by the Indenture Supplement, dated as of August 7, 2008 (the
“Indenture Supplement”), and representing the right to receive certain payments from the
Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as
supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended. In the event of any conflict or inconsistency between the Indenture and
this Note, the Indenture shall control.



     The Class B Notes and the Class C Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Indenture or, except as expressly provided in the Indenture, subject to any liability under the
Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     The Expected Final Payment Date is the February 2010 Payment Date, but principal with respect
to the Class A Notes may be paid earlier or later under certain circumstances described in the
Indenture. If for one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled Deposit Amount, then
to the extent that excess funds are not available on subsequent Payment Dates with respect to the
Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of
the Notes will occur later than the Expected Final Payment Date. Payments of principal of the
Notes shall be payable in accordance with the provisions of the Indenture.



     Subject to the terms and conditions of the Indenture, the Transferor may, from time to time,
direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series, Class or Tranche
of Notes or new Notes of any Series, Class or Tranche.



A-1-5









 





     On each Payment Date, the Paying Agent shall distribute to each Class A Noteholder of record
on the related Record Date (except for the final distribution in respect of this Class A Note) such
Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Payment Date to pay interest and principal on the Class A Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a final distribution,
distributions to Series 2008-2 Noteholders shall be made by (i) check mailed to each Series 2008-2
Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with
respect to any Series 2008-2 Notes registered in the name of the nominee of a clearing agency, such
distribution shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2008-2 Note or the making of any notation thereon. Final payment of this
Class A Note will be made only upon presentation and surrender of this Class A Note at the office
or agency specified in the notice of final distribution delivered by the Indenture Trustee to the
Series 2008-2 Noteholders in accordance with the Indenture.



     On any day occurring on or after the date on which the Outstanding Dollar Principal Amount of
a Series, Class or Tranche of Notes is reduced to less than 10% of its highest Outstanding Dollar
Principal Amount at any time, the Trust or the Transferor (but only if the Transferor is the
Servicer or an Affiliate of the Servicer) shall have the right, but not the obligation to, redeem
the Series, Class or Tranche of Notes at a redemption price equal to 100% of the Outstanding Dollar
Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or
principal accreted and unpaid on such Tranche to but excluding the date of redemption.



     This Class A Note does not represent an obligation of, or an interest in, the Transferor,
American Express Travel Related Services Company, Inc., American Express Centurion Bank, American
Express Bank, FSB, or any Affiliate of any of them and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.



     Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Issuer, the Transferor or any Master Trust, or join in instituting against
the Issuer, the Transferor or any Master Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law.



     Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only
in minimum denominations of $100,000 and integral multiples thereof. The transfer of this Class A
Note shall be registered in the Note Register upon surrender of this Class A Note for registration
of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written
instrument of transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed
by the Class A Noteholder or such Class A Noteholder’s attorney, and duly authorized in writing
with such signature guaranteed, and thereupon one or more new Class A Notes in any authorized
denominations of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal
Maturity Date and of like terms will be issued to the designated transferee or transferees.



A-1-6









 





     As provided in the Indenture and subject to certain limitations therein set forth, Class A
Notes are exchangeable for new Class A Notes in any authorized denominations and of like aggregate
Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms upon
surrender of such Notes to be exchanged at the office or agency of the Issuer in a Place of
Payment. No service charge may be imposed for any such exchange but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class A Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



     THIS CLASS A NOTE 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.



A-1-7









 





ASSIGNMENT



Social Security or other identifying number of assignee                                                             





			
	     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto	 	
 
(name and address of assignee)




the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:                     

	 	 	2/	 
	 

	 	 

	 	 
	 

	 	Signature Guaranteed:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

	 	 








 




			
	2/	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face
of the within Note in every particular, without alteration, enlargement or
any change whatsoever.





A-1-8









 





EXHIBIT A-2




FORM OF

CLASS B FLOATING RATE ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) — ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR ANY MASTER TRUST, OR JOIN IN INSTITUTING
AGAINST THE ISSUER, THE TRANSFEROR OR ANY MASTER TRUST, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.



     THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



A-2-1









 





			
	 	 	 
	 
	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED
	 	$[___]3/
	 	 	 
	No. R-___
	 	CUSIP NO. 02586G AS1






AMERICAN EXPRESS ISSUANCE TRUST




CLASS B SERIES 2008-2 FLOATING RATE ASSET BACKED NOTE




     American Express Issuance Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement,
dated as of November 1, 2007, for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, the principal sum of
[                                        ] payable on the February 2010 Payment Date (the “Expected Final
Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and payable on the January 2011
Payment Date (the “Legal Maturity Date”). The Issuer will pay interest on the unpaid
principal amount of this Note at the Class B Note Interest Rate on each Payment Date until the
principal amount of this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and including the Closing Date
to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year and
the actual number of days elapsed. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note as provided above and then to the unpaid principal balance of
this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



     THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.





 




			
	3/	 	Denominations of $100,000 and integral multiples of $1,000 in excess thereof.





A-2-2









 





     IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.



	 	 	 	 	 
	 	AMERICAN EXPRESS ISSUANCE TRUST,

as Issuer

 	 
	 	By:  	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: ____________, ___





A-2-3









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class B Notes described in the within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-2-4









 





AMERICAN EXPRESS ISSUANCE TRUST




CLASS B SERIES 2008-2 FLOATING RATE ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as its
American Express Issuance Trust, Series 2008-2 (the “Series 2008-2 Notes”), issued under an
Amended and Restated Indenture, dated as of November 1, 2007 (as amended and restated,
“Indenture”), between the Issuer and The Bank of New York, as indenture trustee (the
“Indenture Trustee,” which term includes any successor Indenture Trustee under the
Indenture), as supplemented by the Indenture Supplement dated as of August 7, 2008 (the
“Indenture Supplement”), and representing the right to receive certain payments from the
Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as
supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended. In the event of any conflict or inconsistency between the Indenture and
this Note, the Indenture shall control.



     The Class A Notes and the Class C Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Indenture or, except as expressly provided in the Indenture, subject to any liability under the
Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     The Expected Final Payment Date is the February 2010 Payment Date, but principal with respect
to the Class B Notes may be paid earlier or later under certain circumstances described in the
Indenture. If for one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled Deposit Amount, then
to the extent that excess funds are not available on subsequent Payment Dates with respect to the
Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of
the Notes will occur later than the Expected Final Payment Date. Payments of principal of the
Notes shall be payable in accordance with the provisions of the Indenture.



     Subject to the terms and conditions of the Indenture, the Transferor may, from time to time,
direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series, Class or Tranche
of Notes or new Notes of any Series, Class or Tranche.



A-2-5









 





     On each Payment Date, the Paying Agent shall distribute to each Class B Noteholder of record
on the related Record Date (except for the final distribution in respect of this Class B Note) such
Class B Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Payment Date to pay interest and principal on the Class B Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a final distribution,
distributions to Series 2008-2 Noteholders shall be made by (i) check mailed to each Series 2008-2
Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with
respect to any Series 2008-2 Notes registered in the name of the nominee of a clearing agency, such
distribution shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2008-2 Note or the making of any notation thereon. Final payment of this
Class B Note will be made only upon presentation and surrender of this Class B Note at the office
or agency specified in the notice of final distribution delivered by the Indenture Trustee to the
Series 2008-2 Noteholders in accordance with the Indenture.



     On any day occurring on or after the date on which the Outstanding Dollar Principal Amount of
a Series, Class or Tranche of Notes is reduced to less than 10% of its highest Outstanding Dollar
Principal Amount at any time, the Trust or the Transferor (but only if the Transferor is the
Servicer or an Affiliate of the Servicer) shall have the right, but not the obligation to, redeem
the Series, Class or Tranche of Notes at a redemption price equal to 100% of the Outstanding Dollar
Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or
principal accreted and unpaid on such Tranche to but excluding the date of redemption.



     This Class B Note does not represent an obligation of, or an interest in, the Transferor,
American Express Travel Related Services Company, Inc., American Express Centurion Bank, American
Express Bank, FSB, or any Affiliate of any of them and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.



     Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Issuer, the Transferor or any Master Trust, or join in instituting against
the Issuer, the Transferor or any Master Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law.



     Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only
in minimum denominations of $100,000 and integral multiples thereof. The transfer of this Class B
Note shall be registered in the Note Register upon surrender of this Class B Note for registration
of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written
instrument of transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed
by the Class B Noteholder or such Class B Noteholder’s attorney, and duly authorized in writing
with such signature guaranteed, and thereupon one or more new Class B Notes in any authorized
denominations of like aggregate Stated Principal Amount, Expected Final Payment Date and Legal
Maturity Date and of like terms will be issued to the designated transferee or transferees.



A-2-6









 





     As provided in the Indenture and subject to certain limitations therein set forth, Class B
Notes are exchangeable for new Class B Notes in any authorized denominations and of like aggregate
Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms upon
surrender of such Notes to be exchanged at the office or agency of the Issuer in a Place of
Payment. No service charge may be imposed for any such exchange but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class B Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



     THIS CLASS B NOTE 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.



A-2-7









 





ASSIGNMENT



Social Security or other identifying number of assignee                                                             





			
	     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto	 	
 
(name and address of assignee)




the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:                     

	 	 	4/	 
	 

	 	 

	 	 
	 

	 	Signature Guaranteed:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

	 	 








 




			
	4/	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face
of the within Note in every particular, without alteration, enlargement or
any change whatsoever.





A-2-8









 





EXHIBIT A-3




FORM OF

CLASS C FLOATING RATE ASSET BACKED NOTE




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) — ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR ANY MASTER TRUST, OR JOIN IN INSTITUTING
AGAINST THE ISSUER, THE TRANSFEROR OR ANY MASTER TRUST, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.



     THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



A-3-1









 





			
	 	 	 
	 
	 	INITIAL DOLLAR PRINCIPAL AMOUNT
	REGISTERED
	 	$[___]5/
	 	 	 
	No. R-___
	 	CUSIP NO. 02586G AT9






AMERICAN EXPRESS ISSUANCE TRUST




CLASS C SERIES 2008-2 FLOATING RATE ASSET BACKED NOTE




     American Express Issuance Trust (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by an Amended and Restated Trust Agreement,
dated as of November 1, 2007, for value received, hereby promises to pay to CEDE & CO., or
registered assigns, subject to the following provisions, the principal sum of
[                                        ] on the February 2010 Payment Date (the “Expected Final Payment
Date”), except as otherwise provided below or in the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the January 2011 Payment
Date (the “Legal Maturity Date”). The Issuer will pay interest on the unpaid principal
amount of this Note at the Class C Note Interest Rate on each Payment Date until the principal
amount of this Note is paid in full. Interest on this Note will accrue for each Payment Date from
and including the most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing Date to but excluding
such Payment Date. Interest will be computed on the basis of a 360-day year and the actual number
of days elapsed. Such principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to
interest due and payable on this Note and then to the unpaid principal balance of this Note.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



     THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.





 




			
	5/	 	Denominations of $100,000 and integral multiples thereof.





A-3-2









 





     IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.



	 	 	 	 	 
	 	AMERICAN EXPRESS ISSUANCE TRUST,

as Issuer

 	 
	 	By:  	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: ____________, ___





A-3-3









 





INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Class C Notes described in the within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-3-4









 





AMERICAN EXPRESS ISSUANCE TRUST




CLASS C SERIES 2008-2 FLOATING RATE ASSET BACKED NOTE




Summary of Terms and Conditions




     This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as its
American Express Issuance Trust, Series 2008-2 (the “Series 2008-2 Notes”), issued under an
Amended and Restated Indenture, dated as of November 1, 2007 (as amended and restated, the
“Indenture”), between the Issuer and The Bank of New York, as indenture trustee (the
“Indenture Trustee,” which term includes any successor Indenture Trustee under the
Indenture), as supplemented by the Indenture Supplement dated as of August 7, 2008 (the
“Indenture Supplement”), and representing the right to receive certain payments from the
Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Indenture as
supplemented by the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended. In the event of any conflict or inconsistency between the Indenture and
this Note, the Indenture shall control.



     The Class A Notes and the Class B Notes will also be issued under the Indenture.



     The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Indenture or, except as expressly provided in the Indenture, subject to any liability under the
Indenture.



     This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.



     The Expected Final Payment Date is the February 2010 Payment Date, but principal with respect
to the Class C Notes may be paid earlier or later under certain circumstances described in the
Indenture. If for one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled Deposit Amount, then
to the extent that excess funds are not available on subsequent Payment Dates with respect to the
Controlled Accumulation Period to make up for such shortfalls, the final payment of principal of
the Notes will occur later than the Expected Final Payment Date. Payments of principal of the
Notes shall be payable in accordance with the provisions of the Indenture.



A-3-5









 





     Subject to the terms and conditions of the Indenture, the Transferor may, from time to time,
direct the Owner Trustee, on behalf of the Trust, to issue one or more new Series, Class or Tranche
of Notes or new Notes of any Series, Class or Tranche.



     On each Payment Date, the Paying Agent shall distribute to each Class C Noteholder of record
on the related Record Date (except for the final distribution in respect of this Class C Note) such
Class C Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Payment Date to pay interest and principal on the Class C Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a final distribution,
distributions to Series 2008-2 Noteholders shall be made by (i) check mailed to each Series 2008-2
Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with
respect to any Series 2008-2 Notes registered in the name of the nominee of a clearing agency, such
distribution shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2008-2 Note or the making of any notation thereon. Final payment of this
Class C Note will be made only upon presentation and surrender of this Class C Note at the office
or agency specified in the notice of final distribution delivered by the Indenture Trustee to the
Series 2008-2 Noteholders in accordance with the Indenture.



     On any day occurring on or after the date on which the Outstanding Dollar Principal Amount of
a Series, Class or Tranche of Notes is reduced to less than 10% of its highest Outstanding Dollar
Principal Amount at any time, the Trust or the Transferor (but only if the Transferor is the
Servicer or an Affiliate of the Servicer) shall have the right, but not the obligation to, redeem
the Series, Class or Tranche of Notes at a redemption price equal to 100% of the Outstanding Dollar
Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or
principal accreted and unpaid on such Tranche to but excluding the date of redemption.



     This Class C Note does not represent an obligation of, or an interest in, the Transferor,
American Express Travel Related Services Company, Inc., American Express Centurion Bank, American
Express Bank, FSB, or any Affiliate of any of them and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.



     Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Issuer, the Transferor or any Master Trust, or join in instituting against
the Issuer, the Transferor or any Master Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United States federal or
state bankruptcy or similar law.



     Except as otherwise provided in the Indenture Supplement, the Class C Notes are issuable only
in minimum denominations of $100,000 and integral multiples thereof. The transfer of this Class C
Note shall be registered in the Note Register upon surrender of this Class C Note for registration
of transfer at the office or agency of the Issuer in a Place of Payment, accompanied by a written
instrument of transfer, in a form satisfactory to the Issuer and the Note Registrar, duly executed
by the Class C Noteholder or such Class C Noteholder’s attorney, and duly authorized in



A-3-6









 




writing with such signature guaranteed, and thereupon one or more new Class C Notes in any
authorized denominations of like aggregate Stated Principal Amount, Expected Final Payment Date and
Legal Maturity Date and of like terms will be issued to the designated transferee or transferees.




     As provided in the Indenture and subject to certain limitations therein set forth, Class C
Notes are exchangeable for new Class C Notes in any authorized denominations and of like aggregate
Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms upon
surrender of such Notes to be exchanged at the office or agency of the Issuer in a Place of
Payment. No service charge may be imposed for any such exchange but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith.



     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class C Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



     THIS CLASS C NOTE 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.



A-3-7









 





ASSIGNMENT



Social Security or other identifying number of assignee                                                             





			
	     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto	 	
 
(name and address of assignee)




the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:                     

	 	 	6/	 
	 

	 	 

	 	 
	 

	 	Signature Guaranteed:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

	 	 








 




			
	6/	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face
of the within Note in every particular, without alteration, enlargement or
any change whatsoever.





A-3-8









 





EXHIBIT B-1




FORM OF MONTHLY NOTEHOLDERS’ STATEMENT




AMERICAN EXPRESS ISSUANCE TRUST

SERIES 2008-2




     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 August 7, 2008 (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 2008-2
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 2008-2 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
	 	 	 	 	$	 	 	 
	 	 	 
	 	 	 	 	 	 	 





B-1-1









 





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





B-1-2









 





	 	 	 	 	 	 	 	 	 	 	 
	(3)	 	The amount of the
payment set forth in paragraph (1) above in
respect of Class C 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 2008-2




	 	 	 	 	 
	SERIES 2008-2 NOMINAL LIQUIDATION AMOUNT	 	 	 	 
	 
	1. Beginning of Monthly Period Series 2008-2 Nominal Liquidation Amount
	 	$	[_]	 
	2. Reimbursement of previous reductions in the Series 2008-2 Nominal Liquidation Amount
	 	$	[_]	 
	3. Investor Charge-Offs
	 	$	[_]	 
	4. Reallocated Principal Collections
	 	$	[_]	 
	5. Principal Funding Account Balance
	 	$	[_]	 
	6. Payments of principal of the Series 2008-2 Notes
	 	$	[_]	 
	7. End of Monthly Period Series 2008-2 Nominal Liquidation Amount
	 	$	[_]	 






B-1-5









 






	 	 	 	 	 	 	 	 	 
	REALLOCATION GROUP B 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 2008-2 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 2008-2 Floating Allocation Percentage
	 	 	[_]	%
	6. Series 2008-2 Finance Charge Collections
	 	$	[_]	 
	7. Series 2008-2 Reallocation Group B Finance Charge Collections
	 	$	[_]	 
	8. Net Investment Proceeds from Principal Funding Account
	 	$	[_]	 
	9. Amounts withdrawn from the Accumulation Reserve Account
	 	$	[_]	 
	10. Series 2008-2 Available Finance Charge Collections
	 	$	[_]	 
	11. Series 2008-2 Allocation of Shared Excess Available Finance Charge Collections
	 	$	[_]	 
	12. Series 2008-2 LIBOR Determination Date
	 	 	[_]	 
	13. Series 2008-2 Monthly Interest ([Date] to [Date])
	 	$	[_]	 
	14. Series 2008-2 Servicing Fee paid to the servicer
	 	$	[_]	 
	15. Series 2008-2 Default Amount
	 	$	[_]	 
	16. Series 2008-2 Principal Allocation Percentage
	 	 	[_]	%
	17. Series 2008-2 Allocation of Principal Collections
	 	$	[_]	 
	18. Series 2008-2 Allocation of Shared Excess Available Principal Charge Collections
	 	$	[_]	 
	19. Series 2008-2 Allocation of amounts withdrawn from the Overconcentration Account
	 	$	[_]	 






B-1-6









 






	 	 	 	 	 
	APPLICATION OF SERIES 2008-2 AVAILABLE FINANCE CHARGE COLLECTIONS
	 
	1. Series 2008-2 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 2008-2 Servicing Fee paid to servicer
	 	$	[_]	 
	6. Amount equal to Series 2008-2 Default Amount treated as Series 2008-2 Available Principal Collections
	 	$	[_]	 
	7. Amount equal to unreimbursed reductions in the Series 2008-2 Nominal Liquidation Amount treated as Series 2008-2 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 2008-2 notes treated as Series 2008-2 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 B
	 	$	[_]	 
	12. Remaining amount paid to the holder of the Transferor Interest
	 	$	[_]	 






B-1-7









 






	 	 	 
	APPLICATION OF SHARED EXCESS AVAILABLE FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES 2008-2
	 
	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 2008-2 Servicing Fee

	 	$[_]
	6. Amount equal to Series 2008-2 Default Amount treated as Series 2008-2 Available Principal Collections

	 	$[_]
	7. Amount equal to unreimbursed reductions in the Series 2008-2 Nominal Liquidation Amount treated as Series 2008-2 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 2008-2 Notes treated as Series 2008-2 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 2008-2 Principal Allocation Percentage

	 	[_]%
	2. Series 2008-2 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 2008-2 Servicing Fee and past due amounts thereon

	 	$[_]
	4. Item 2 minus Item 3

	 	$[_]
	5. Other amounts treated as Series 2008-2 Available Principal Collections

	 	$[_]
	6. Series 2008-2 Available Principal Collections (total of items 4 and 5)

	 	$[_]






B-1-8









 






	 	 	 	 	 
	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 2008-2
	 
	1. Series 2008-2 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 2008-2 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
	 	$	[_]	 






B-1-10









 






	 	 	 	 	 
	PORTFOLIO PERFORMANCE DATA	 	 	 	 
	 
	1. Series 2008-2 Portfolio Yield
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%
	2. Series 2008-2 Quarterly Portfolio Yield
	 	 	[_]	%
	3. Series 2008-2 Base Rate
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%
	4. Series 2008-2 Quarterly Base Rate
	 	 	[_]	%
	5. Series 2008-2 Excess Spread Percentage
	 	 	 	 
	Current Monthly Period
	 	 	[_]	%
	Prior Monthly Period
	 	 	[_]	%
	Second Prior Monthly Period
	 	 	[_]	%
	6. Series 2008-2 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:  	 	 
	 




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EXHIBIT B-2




FORM OF ANNUAL PAYMENT INFORMATION

AMERICAN EXPRESS ISSUANCE TRUST

SERIES 2008-2




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 of August 7, 2008 (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):	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	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	 	$	 	 	 	 
	 
	 	 	 	 	 	 	 	 





B-2-1









 






	 	 	 	 	 	 	 	 	 
	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









 








EXHIBIT C




FORM OF MONTHLY SERVICER’S CERTIFICATE




AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.




AMERICAN EXPRESS ISSUANCE TRUST

SERIES 2008-2





     The undersigned, a duly authorized representative of American Express Travel Related Services
Company, Inc., as servicer (“TRS”), pursuant to the Amended and Restated Transfer and
Servicing Agreement, dated as of November 1, 2007 (as may be amended and supplemented, the
“Agreement”), among AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION V LLC, a Delaware
limited liability company, as transferor, TRS, as servicer and administrator, AMERICAN EXPRESS
ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the
“Trust”), and THE BANK OF NEW YORK, as Indenture Trustee (the “Indenture Trustee”),
does hereby certify that:




     1. Capitalized terms used in this Certificate have their respective meanings set forth
in the Agreement or the Amended and Restated Indenture, dated as of November 1, 2007 (as
amended and restated, the “Indenture”), between the Trust and the Indenture Trustee,
as supplemented by the Series 2008-2 Indenture Supplement, dated as of August 7, 2008,
between the Trust and the Indenture Trustee (as amended and supplemented, the “Indenture
Supplement” and together with the Indenture, the “Indenture”), as applicable.




     2. TRS is, as of the date hereof, the Servicer under the Agreement.




     3. The undersigned is an Authorized Officer of the Servicer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate to the Indenture Trustee.




     4. This Certificate relates to the Payment Date occurring on [___, 20___].




     5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has
performed in all material respects its obligations under the Agreement and the Indenture
through the Monthly Period preceding such Payment Date and no material default in the
performance of such obligations has occurred or is continuing except as set forth in
paragraph 6 below.




     6. The following is a description of each material default in the performance of the
Servicer’s obligations under the provisions of the Agreement known to me to have been made
by the Servicer through the Monthly Period preceding such Payment Date, which sets forth in
detail (i) the nature of each such default, (ii) the action taken by the



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Servicer, if any, to remedy each such default and (iii) the current status of each such
default: [If applicable, insert “None.”]



C-2









 






     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this
[    ] day of [    ,     ].



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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-3