EX-4.3





Exhibit 4.3


SECOND AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT


          This SECOND AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, dated as of February 24, 2009
(this “Amendment”), is between American Express Bank, FSB, a federally-chartered savings
bank (“FSB”), and American Express Receivables Financing Corporation IV LLC, a Delaware
limited liability company (“RFC IV”). This Amendment amends the Receivables Purchase
Agreement, dated as of April 16, 2004 and as of October 24, 2008 (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, FSB and RFC IV have given
prior notice of this Amendment to the Trustee and each Rating Agency, and FSB has delivered to RFC
IV an Officer’s Certificate of FSB, dated the date of this Amendment, stating that FSB reasonably
believes that this Amendment will not cause a Pay-Out Event or a Reinvestment Event.




          2. FSB and RFC IV 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.




          (a) The definition of “Second Amendment Effective Date” shall be added to Section
1.01 of the Receivables Purchase Agreement and it shall read as follows:




          “Second Amendment Effective Date” shall mean February 24, 2009.




          (b) The definition of “Monthly Period” in Section 1.01 of the Receivables Purchase
Agreement shall be deleted in its entirety and inserted in its place shall be the following:





“Monthly Period” shall mean, with respect to each Distribution Date, the
period (a) from and including the day following the last day of the twenty-first
billing cycle applicable to the Accounts ending during the second preceding calendar month
and (b) to and including the last day of the twenty-first billing cycle


 








 





 applicable
to the Accounts ending in the calendar month immediately preceding the calendar
month in which such Distribution Date shall occur.



          SECTION 2. Miscellaneous. The amendments provided for by this Amendment shall become
effective as of the Second Amendment Effective Date upon occurrence of the following:




          (a) Written confirmation has been received by RFC IV 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) FSB has delivered to RFC IV an Officer’s Certificate of FSB to the effect that FSB
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 3. 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 4. 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 5. 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 IV and FSB 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 BANK, FSB
 	 
	 	By:  	/s/
Robert Radle	 
	 	 	Name:  	Robert Radle 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	AMERICAN EXPRESS RECEIVABLES

   FINANCING CORPORATION IV LLC
 	 
	 	By:  	/s/
Robert Radle	 
	 	 	Name:  	Robert Radle 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	Acknowledged and Accepted by:	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON,	 	 
	as Trustee	 	 
	 
	 	 	 	 
	By:
	 	/s/ Catherine L. Cerilles	 	 
	 

	 	 

Name: Catherine L. Cerilles
	 	 
	 

	 	Title: Vice President