EX-4.6



 Exhibit 4.6 

 
  
 DEFAULTED RECEIVABLES 
 SUPPLEMENTAL SERVICING AGREEMENT 

among 

AMERICAN EXPRESS TRAVEL RELATED SERVICING COMPANY, INC., 
 as Servicer 
 AMERICAN EXPRESS CENTURION BANK, 

as Subservicer 

AMERICAN EXPRESS BANK, FSB, 
 as Subservicer 
 and 

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC, 

as Transferor 

Dated as of March 12, 2013 
  

 







 This Defaulted Receivables Supplemental Servicing Agreement (this
“Agreement”) is made as of March 12, 2013, among American Express Travel Related Services Company, Inc. (“TRS”), as Servicer (in such capacity, the “Servicer”), American Express Centurion Bank
(“Centurion) and American Express Bank, FSB (“FSB”), as Subservicers (each, in such capacity, a “Subservicer”), and American Express Receivables Financing Corporation VIII LLC, as Transferor (the
“Transferor”). 
 BACKGROUND 

Pursuant to Section 2.01(a) of the Centurion/TRS Receivables Purchase Agreement, Centurion sells to TRS the Purchased Assets.
Pursuant to Section 2.01(f) of the Centurion/TRS Receivables Purchase Agreement, each Account will continue to be owned by Centurion and is not a Purchased Asset. 
 Pursuant to Section 2.01(a) of the FSB/TRS Receivables Purchase Agreement, FSB sells to TRS the Purchased Assets. Pursuant to Section 2.01(f) of the FSB/TRS Receivables Purchase Agreement, each
Account will continue to be owned by FSB and is not a Purchased Asset. 
 Pursuant to Section 2.01(a) of the TRS/RFC VIII
Receivables Purchase Agreement, TRS sells to the Transferor the Purchased Assets. Pursuant to Section 2.01(f) of the TRS/RFC VIII Receivables Purchase Agreement, each Account will continue to be owned by the related Account Owner and is not a
Purchased Asset. 
 Pursuant to Section 2.1(a) of the Transfer Agreement, RFC VIII assigns to the Trust the Trust Assets.
Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. 
 Pursuant to
Section 3.1(a) of the Servicing Agreement, the Transferor has appointed TRS as the Servicer to service and administer the Receivables. Pursuant to Section 3.1(b) of the Servicing Agreement, the Servicer has the full power and authority,
whether acting in its own name or on behalf of another and whether acting alone or through a party properly designated by it, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable,
including, among other things, the power and authority to commence collection or enforcement proceedings with respect to delinquent Receivables, including the Defaulted Receivables. 

Pursuant to Section 2.14(d) of the Transfer Agreement, when a Receivable becomes a Defaulted Receivable, it is transferred
automatically by the Indenture Trustee and the Trust to the Transferor. The Servicer remains obligated to service the Defaulted Receivable, and the Indenture Trustee, for the benefit of the Trust, remains entitled to all Recoveries on the Defaulted
Receivable. 
 Pursuant to Section 3 of the Supplemental Servicing Agreement, the Servicer has engaged each Subservicer to
subservice and administer the Receivables arising in the Accounts owned by such Subservicer. 







 Pursuant to Section 5(a) of the Supplemental Servicing Agreement, each Subservicer has
the full power and authority, whether acting in its own name or on behalf of another and whether acting alone or through the Servicer, to do any and all things in connection with the subservicing and administration of the Receivables which it may
deem necessary or desirable and which is permitted of the Servicer under the Servicing Agreement, including, among other things, the power and authority to commence collection or enforcement proceedings with respect to delinquent Receivables,
including the Defaulted Receivables. 
 This Agreement is being executed to facilitate the servicing of Defaulted Receivables by
the Servicer and the Subservicers and the transfer of Recoveries to the Indenture Trustee, for the benefit of the Trust. 

AGREEMENT 
 In consideration of the background and the mutual promises in this Agreement and for other valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree to the following:

 ARTICLE I 
 DEFINITIONS AND RULES OF CONSTRUCTION 
 Section 1.01.
Definitions. The following definitions apply in this Agreement: 
 “Account” has the meaning set forth
in the applicable Transaction Agreement. 
 “Account Owner” has the meaning set forth in the applicable
Transaction Agreement. 
 “Agreement” has the meaning set forth in the first paragraph of this document.

 “Centurion/TRS Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of
October 24, 2012, between Centurion and TRS, as amended or supplemented from time to time. 
 “Closing
Date” means the close of business on March 12, 2013. 
 “Defaulted Receivable” has the meaning
set forth in the Transfer Agreement. 
 “FSB/TRS Receivables Purchase Agreement” means the Receivables Purchase
Agreement, dated as of October 24, 2012, between FSB and TRS, as amended or supplemented from time to time. 

“Indenture Trustee” means The Bank of New York Mellon, as Indenture Trustee of the Trust. 

“Purchased Assets” has the meaning set forth in the applicable Receivables Purchase


  
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Agreement. 
 “Receivable” has the meaning set forth in
the Transfer Agreement. 
 “Receivables Purchase Agreements” means Centurion/TRS Receivables Purchase
Agreement, the FSB/TRS Receivables Purchase Agreement and the TRS/RFC VIII Receivables Purchase Agreement. 

“Recoveries” has the meaning set forth in the Transfer Agreement. 

“Servicer” has the meaning set forth in the first paragraph of this Agreement. 

“Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of March 12, 2013, among the
Servicer, the Transferor, the Trust and the Indenture Trustee, as further amended or supplemented from time to time. 

“Servicing Fee” has the meaning set forth in the Servicing Agreement. 

“Subservicer” has the meaning set forth in the first paragraph of this Agreement. 

“Subervicing Fee” has the meaning set forth in the Supplemental Servicing Agreement. 

“Supplemental Servicing Agreement” means the Amended and Restated Supplemental Servicing Agreement, dated as of
March 12, 2013, among the Servicer, the Subservicers and the Transferor, as further amended or supplemented from time to time. 
 “Transaction Agreements” means the Receivables Purchase Agreements, the Transfer Agreement, the Servicing Agreement and the Supplemental Servicing Agreement. 

“Transfer Agreement” means the Amended and Restated Transfer Agreement, dated as of March 12, 2013, among the
Transferor, the Trust and the Indenture Trustee, as further amended or supplemented from time to time. 

“Transferor” has the meaning set forth in the first paragraph of this Agreement. 

“TRS” has the meaning set forth in the first paragraph of this Agreement. 

“TRS/RFC VIII Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of October 24,
2012, between TRS and the Transferor, as amended or supplemented from time to time. 
 “Trust” means American
Express Issuance Trust II. 
 “Trust Assets” has the meaning set forth in the Transfer Agreement. 

Section 1.02. Other Definitional Provisions. Each capitalized term used herein and not otherwise defined herein shall have
the meaning ascribed to it in the applicable Transaction Agreement. 

  
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 Section 1.03. Rules of Construction. The term “include” introduces a
nonexhaustive list. The canon of ejusdem generis may be applied only in the context of this Agreement’s purpose and not merely in the context of a particular phrase. A reference to any law is to that law as amended or supplemented to the
applicable time. A reference to any agreement, document, policy, or procedure is to that agreement, document, policy, or procedure as amended or supplemented to the applicable time. A reference to any person or entity includes that person’s or
entity’s successors and permitted assigns. 
 ARTICLE II 

SERVICING AND TRANSFER FOR COLLECTION 
 Section 2.01. Confirmation of Servicing. The Servicer is obligated under the Servicing Agreement to service and administer each Defaulted Receivable that has been transferred automatically to
the Transferor until all related Recoveries have been remitted to the Indenture Trustee, for the benefit of the Trust. Each Subservicer has been engaged by the Servicer to subservice and administer the Receivables arising in the Accounts owned by
such Subservicer. Pursuant to such engagement, each Subservicer has the power and authority, whether acting in its own name or on behalf of another and whether acting alone or through the Servicer, to do any and all things in connection with the
subservicing and administration of the Receivables which it may deem necessary or desirable and which is permitted of the Servicer under the Servicing Agreement, including the power and authority to commence collection or enforcement proceedings
with respect to delinquent Receivables, including the Defaulted Receivables. Each of the Servicing Fee and each Subservicing Fee is an arm’s-length and fair-market-value fee for all of the obligations of the Servicer and each Subservicer, as
applicable, under the Servicing Agreement and the Supplemental Servicing Agreement, respectively, including its obligation to service and administer each Defaulted Receivable. 
 Section 2.02. Confirmation of Appointment as Agent for Collection. By executing this Agreement and without any further action, immediately after a Receivable becomes a Defaulted Receivable and
is transferred to the Transferor by the Indenture Trustee and the Trust under Section 2.14(d) of the Transfer Agreement, the Transferor confirms that the Servicer, and each Subservicer engaged by the Servicer, continues to be appointed as agent
to collect all of the Transferor’s right, title, and interest in, to, and under that Defaulted Receivable. In addition, the Transferor ratifies and affirms its prior appointment of the Servicer and each Subservicer engaged by the Servicer for
collection of all of the Transferor’s right, title, and interest in, to, and under the Receivables that became Defaulted Receivables before the Closing Date. The Servicer and each Subservicer engaged by the Servicer accepts such confirmation of
appointment as agent to collect all of these Defaulted Receivables and distribute the proceeds as specified in the Transaction Agreements, including, without limitation, distribution in accordance with the Indenture Trustee’s right, title, and
interest in, to, and under all Recoveries allocable to the Defaulted Receivables. 
 Section 2.03. Sale of Defaulted
Receivables to Third-Party Purchasers. The Servicer, or the applicable Subservicer, may recover on Defaulted Receivables by selling them to third-party purchasers. The purchase price that is paid for any Defaulted Receivable by a third-party


  
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purchaser will be a Recovery that must be remitted to the Indenture Trustee. By executing this Agreement and without any further action, the Transferor releases all of its right, title, and
interest in, to, and under any Defaulted Receivable that is sold to a third-party purchaser upon the full and irrevocable payment of the related purchase price. 
 Section 2.04. Transfer of Recoveries. All Recoveries (including any payment described in Section 2.03) must be remitted as required under the Transfer Agreement and the Servicing
Agreement. 
 Section 2.05. Representations and Warranties. On the Closing Date, each party represents and warrants
that (i) it has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization, (ii) it has full power and authority, and has taken all necessary action, to duly authorize, execute, and
deliver this Agreement, to fulfill its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement, (iii) its execution and delivery of this Agreement and its performance of the transactions contemplated
by this Agreement do not violate any applicable law, conflict with any agreement that is material to it, or require any approvals that it has not already obtained, (iv) this Agreement constitutes its legal, valid, and binding obligation,
enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other laws affecting the rights of creditors generally or by principles of equity, and (v) it is not insolvent and is not expected
to become insolvent. 
 ARTICLE III 
 TERM AND MISCELLANEOUS PROVISIONS 
 Section 3.01. Term. Unless
terminated earlier with the consent of each party, this Agreement will continue in full force until the termination of the Servicing Agreement. 
 Section 3.02. Amendment. This Agreement can be modified only by a written document that is executed by all of the parties. 

Section 3.03. Governing Law. THIS AGREEMENT IS GOVERNED BY AND MUST BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW
YORK, REGARDLESS OF ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES MUST BE DETERMINED ACCORDING TO THOSE LAWS. 
 Section 3.04. Notices. All notices and other communications under this Agreement must be in writing and must be given as described in the Servicing Agreement or the Supplemental Servicing
Agreement, as applicable. 
 Section 3.05. Severability. If any part of this Agreement is held to be invalid or
otherwise unenforceable, the rest of this Agreement will be considered severable and will continue in full force for so long as this Agreement as modified continues to express, without material change, the original intent of the parties and the
deletion of the invalid or otherwise 

  
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unenforceable part will not substantially impair the expectations of the parties or the practical realization of the benefits that would otherwise be conferred on the parties. 

Section 3.06. Assignment. No party can assign any interest in this Agreement, unless (i) at least 10 days prior to the
assignment, notice is given to the other party and (ii) the other party gives its prior written approval to the assignment. 
 Section 3.07. Further Assurances. Each party must take all actions that are reasonably requested by the other party to effect more fully the purposes of this Agreement. 

Section 3.08. No Waiver; Cumulative Remedies. No failure to exercise or delay in exercising any right or remedy under this
Agreement will effect a waiver of that right or remedy. No single or partial exercise of any right or remedy under this Agreement will preclude any other or further exercise of that right or remedy or any other right or remedy. Except as otherwise
expressly provided, the rights and remedies under this Agreement are cumulative and not exhaustive. 
 Section 3.09.
Counterparts. This Agreement may be executed in any number of counterparts, each of which will be considered an original but all of which together will constitute one agreement. 

Section 3.10. Binding Effect. This Agreement benefits and is binding on the parties and their successors and permitted
assigns. 
 Section 3.11. Merger and Integration. This Agreement contains all of the terms and conditions relating
to its subject matter to which the parties have agreed. All prior understandings of any kind are superseded by this Agreement. This Agreement is not, and does not effect, an amendment to the Transfer Agreement or the Servicing Agreement. 

Section 3.12. Headings. The headings are for reference only and may not affect the interpretation of this Agreement.

 Section 3.13. Nonpetition Covenant. Regardless of any prior termination of this Agreement, no party (except for
the Transferor to the extent prohibited by law from making this covenant in connection with itself) may file, commence, join, encourage, provide support for, or acquiesce in a petition, proceeding, or other action that causes the Transferor or the
Trust to be a debtor under the U.S. Bankruptcy Code or any other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization, or other debtor relief law or that causes a trustee, conservator, receiver, liquidator, or similar
official to be appointed for Transferor, the Trust, or any substantial part of any of their property. 
 [The rest of this
page is left blank intentionally.] 

  
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 Executed by the parties through their duly authorized officers as of March 12, 2013.

  

					
	 AMERICAN EXPRESS TRAVEL RELATED
 SERVICES COMPANY, INC.

		
	By:	 	 /s/ David L. Yowan

		 	Name:	 	David L. Yowan
		 	Title:	 	Treasurer
	
	AMERICAN EXPRESS CENTURION BANK
		
	By:	 	 /s/ Kevin L. Thompson

		 	Name:	 	Kevin L. Thompson
		 	Title:	 	Chief Financial Officer and Treasurer
	
	AMERICAN EXPRESS BANK, FSB
		
	By:	 	 /s/ Denise D. Roberts

		 	Name:	 	Denise D. Roberts
		 	Title:	 	Chief Financial Officer and Treasurer
	
	AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC
		
	By:	 	 /s/ Anderson Y. Lee

		 	Name:	 	Anderson Y. Lee
		 	Title:	 	Vice President and Treasurer


 [Defaulted Receivables Supplemental Servicing Agreement]