EX-4.2



 Exhibit 4.2 
 FOURTH AMENDMENT TO 
 RECEIVABLES PURCHASE AGREEMENT 

This FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 10, 2013 (this “Amendment”), is between
American Express Centurion Bank, a Utah industrial loan company (“Centurion”), and American Express Receivables Financing Corporation III LLC, a Delaware limited liability company (“RFC III”). This Amendment amends
the Receivables Purchase Agreement, dated as of April 16, 2004 and as amended as of October 24, 2008, as of February 24, 2009 and as of October 7, 2010 (as so amended, the “Receivables Purchase Agreement” and,
together with this Amendment, the “Amended Receivables Purchase Agreement”). 
 RECITALS 

1. Pursuant to Section 9.01 of the Receivables Purchase Agreement, Centurion and RFC III have given prior notice of this Amendment
to the Trustee and each Rating Agency, and Centurion has delivered to RFC III an Officer’s Certificate of Centurion, dated the date of this Amendment, stating that Centurion reasonably believes that this Amendment will not cause a Pay-Out Event
or a Reinvestment Event. 
 2. Centurion and RFC III have satisfied all conditions precedent contained in the Receivables
Purchase Agreement to entering into this Amendment and this Amendment is authorized and permitted under the Receivables Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the
Receivables Purchase Agreement. 
 3. Now, therefore, in consideration of the mutual agreements herein contained, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party hereto agrees as follows: 

AMENDMENTS 

SECTION 1. Amendment to Section 1.01. The definition of “Fourth Amendment Effective Date” shall be added to
Section 1.01 of the Receivables Purchase Agreement and it shall read as follows: 
 “Fourth Amendment Effective
Date” shall mean May 10, 2013. 
 SECTION 2. Amendment to Section 2.01. The following subsection
(g) shall be added to Section 2.01 of the Receivables Purchase Agreement: 
 (g) Each Account will continue to be
owned by Centurion and is not a Purchased Asset. 
 SECTION 3. Miscellaneous. The amendments provided for by this
Amendment shall become effective as of the Fourth Amendment Effective Date upon occurrence of the following: 







 (a) Written confirmation has been received by RFC III from each Rating Agency that this
Amendment will not result in the reduction or withdrawal of the respective ratings of such Rating Agency for any securities issued by the Trust; 
 (b) Centurion has delivered to RFC III an Officer’s Certificate of Centurion to the effect that Centurion reasonably believes that this Amendment will not cause a Pay-Out Event or a Reinvestment
Event; and 
 (c) Counterparts of this Amendment have been duly executed by the parties hereto. 

SECTION 4. Receivables Purchase Agreement in Full Force and Effect as Amended. The Receivables Purchase Agreement is hereby
amended by providing that all references therein to the “Receivables Purchase Agreement,” “this Agreement,” “hereby,” “hereof” and “herein” shall be deemed from and after the effective date of this
Amendment to be a reference to the Amended Receivables Purchase Agreement. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Receivables Purchase Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance with their terms and except as expressly provided herein, this Amendment shall not constitute or be deemed to constitute a waiver of compliance with or consent to
non-compliance with any term or provision of the Receivables Purchase Agreement. 
 SECTION 5. Counterparts. This
Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 

SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 







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

					
	AMERICAN EXPRESS CENTURION BANK
		
	By:	 	 /s/ Kevin L. Thompson

		 	Name:	 	Kevin L. Thompson
		 	Title:	 	Chief Financial Officer and Treasurer
	
	 AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC

		
	By:	 	 /s/ Kevin L. Thompson

		 	Name:	 	Kevin L. Thompson
		 	Title:	 	President


 Acknowledged and Accepted by: 
  

					
	THE BANK OF NEW YORK MELLON,
as Trustee
		
	By:	 	 /s/ Michael Commisso

		 	Name:	 	Michael Commisso
		 	Title:	 	Vice President