0000950117-06-002589 Sample Contracts

AMERICAN EXPRESS CREDIT CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • June 8th, 2006 • American Express Credit Corp • Short-term business credit institutions • New York

American Express Credit Corporation, a Delaware corporation (the “Company”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices. The basic provisions set forth herein are intended to be incorporated by reference in a terms agreement of the type referred to below relating to the series of debt securities to be issued and sold by the Company pursuant thereto (the “Securities”) to the firm or firms named therein (each an “Underwriter” and together the “Underwriters”) for whom you (the “Representatives”) are acting as representatives. The Securities will be issued under an indenture, dated as of , 2006, between the Company and The Bank of New York, as trustee (such trust company, or such other trustee as may be named for the Securit

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Form of Supplemental Indenture Providing for Additional Trustee)
Supplemental Indenture • June 8th, 2006 • American Express Credit Corp • Short-term business credit institutions • New York

(Number) SUPPLEMENTAL INDENTURE, dated as of (Date) (this “Supplemental Indenture”), made and entered into by and between AMERICAN EXPRESS CREDIT CORPORATION, a corporation organized and existing under the laws of the State of Delaware, having its principal office at 301 North Walnut Street, Wilmington, Delaware 19801 (the “Company”), and (Name of Trustee), (a New York Corporation) having its Corporate Trust Office at (Address of Trustee), as Trustee (the “Supplemental Trustee”).

AMERICAN EXPRESS CREDIT CORPORATION AND (Name of Warrant Agent), as Warrant Agent
Warrant Agreement • June 8th, 2006 • American Express Credit Corp • Short-term business credit institutions • New York

THIS AGREEMENT dated as of , 20 , between AMERICAN EXPRESS CREDIT CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”) and (Name of Warrant Agent), a trust company duly organized and existing under the laws of the (Jurisdiction of Organization), as Warrant Agent (the “Warrant Agent”),

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