SERIES 2008-2 INDENTURE SUPPLEMENT

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

TABLE OF CONTENTS
(continued)

          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. 7

[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:

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

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

          “ 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.

          “ 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.

          “ 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.

          “ 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.

          “ 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.

          “ 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.

          “ 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.

          “ 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.

          “ 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

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.

          “ 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.

          “ 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.

          “ 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

          “ 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

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

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.

          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]

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]

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.

          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

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 .

     (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:

     (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

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

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 Av