FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 4.2

FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

          This FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, dated as of October 24, 2008 (this “ Amendment ”), is between American Express Centurion Bank, a Utah industrial loan company (“ Centurion ”), and American Express Receivables Financing Corporation III LLC, a Delaware limited liability company (“ RFC III ”). This Amendment amends the Receivables Purchase Agreement, dated as of April 16, 2004 (the “ Receivables Purchase Agreement ” and, together with this Amendment, the “ Amended Receivables Purchase Agreement ”).

RECITALS

          1. Pursuant to Section 9.01 of the Receivables Purchase Agreement, Centurion and RFC III have given prior notice of this Amendment to the Trustee and each Rating Agency, and Centurion has delivered to RFC III an Officer’s Certificate of Centurion, dated the date of this Amendment, stating that Centurion reasonably believes that this Amendment will not cause a Pay-Out Event or a Reinvestment Event.

          2. Centurion and RFC III have satisfied all conditions precedent contained in the Receivables Purchase Agreement to entering into this Amendment and this Amendment is authorized and permitted under the Receivables Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement.

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

AMENDMENTS

          SECTION 1. Amendment to Section 1.01 .

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

          “ First Amendment Effective Date ” shall mean October 25, 2008.

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

“ Monthly Period ” shall mean, with respect to each Distribution Date, the p