AMERICAN EXPRESS ISSUANCE TRUST OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS

Exhibit 4.1

AMERICAN EXPRESS ISSUANCE TRUST

OMNIBUS AMENDMENT TO
INDENTURE SUPPLEMENTS

          OMNIBUS AMENDMENT, dated as of October 2, 2009 (this “ Amendment ”), to the Supplements (as hereinafter described) to the Amended and Restated Indenture, dated as of November 1, 2007 (as amended and restated, the “ Indenture ”), between American Express Issuance Trust, a statutory trust organized under the laws of the State of Delaware, as Issuer (the “ Issuer ”), and The Bank of New York Mellon (formerly The Bank of New York), a New York banking corporation, as Indenture Trustee (the “ Indenture Trustee ”) and as the initial Securities Intermediary.

RECITALS

          WHEREAS, the Issuer and the Indenture Trustee have previously entered into (i) the Series 2005-1 Indenture Supplement, dated as of September 16, 2005, (ii) the Series 2005-2 Indenture Supplement, dated as of September 16, 2005, (iii) the Series 2007-1 Indenture Supplement, dated as of November 1, 2007, (iv) the Series 2007-2 Indenture Supplement, dated as of November 1, 2007, (v) the Series 2008-1 Indenture Supplement, dated as of April 3, 2008, and (vi) the Series 2008-2 Indenture Supplement, dated as of August 7, 2008.

          WHEREAS, the indenture supplements listed in the preceding paragraph are, collectively and in each case as amended to date, the “ Supplements ”.

          WHEREAS, pursuant to Section 10.01 of the Indenture, the Issuer has delivered to the Indenture Trustee and to Wilmington Trust Company (the “ Owner Trustee ”) an Officer’s Certificate to the effect that the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future.

          WHEREAS, the Issuer and the Indenture Trustee have satisfied all conditions precedent contained in the Indenture to entering into this Amendment and this Amendment is authorized and permitted under the Indenture.

          NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each party hereto agrees as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.01. Defined Terms Not Defined Herein . All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the respective Supplements or the Indenture, as the case may be.

ARTICLE II

AMENDMENTS TO SUPPLEMENTS

     SECTION 2.01. Amendment to Exhibits . Each Supplement shall be amended by deleting Exhibit B-1 thereto and inserting in its place Exhibit B-1, which shall be in the form attached as Exhibit B-1 to this Amendment.

ARTICLE III

MISCELLANEOUS

     SECTION 3.01. Ratification of Supplements . As amended by this Amendment, the Supplements are in all respects ratified and confirmed and each Supplement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.

     SECTION 3.02. Counterparts . This Amendment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

     SECTION 3.03. GOVERNING LAW . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     SECTION 3.04. Effectiveness . The amendments provided for by this Amendment shall become effective as of January 1, 2009 upon receipt by the Indenture Trustee and the Owner Trustee of the following:

     (a) written confirmation from each Note Rating Agency to the effect that the terms of this Amendment will not cause a Ratings Effect;

     (b) an Officer’s Certificate from the Issuer to the effect that the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;

     (c) an Issuer Tax Opinion; and

     (d) counterparts of this Amendment, duly executed by the parties hereto.

     SECTION 3.05 Limitation of Liability . It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the

powers and authority conferred and vested in it, (b) 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 and agreement, as the case may be, by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company 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 Amendment or any other related documents.

[Signature page follows.]

     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

[Omnibus Amendment to Indenture Supplements]

EXHIBIT B-1

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

AMERICAN EXPRESS ISSUANCE TRUST
SERIES 200[_]-[_]

          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 [_______], 200[_] (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 200[_]-[_] 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 200[_]-[_] 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.