Exhibit 4.1

 

EXECUTION VERSION

 

FIFTH AMENDMENT TO MASTER INDENTURE

 

This FIFTH AMENDMENT TO MASTER INDENTURE, dated as of May 22, 2008 (this “ Amendment ”), is entered into between:  (i) GE Capital Credit Card Master Note Trust, a Delaware statutory trust (the “ Issuer ”); and (ii) Deutsche Bank Trust Company Americas, as indenture trustee under the Indenture referred to below (in such capacity, the “ Indenture Trustee ”).

 

BACKGROUND

 

1.             The Indenture Trustee and the Issuer are parties to the Master Indenture, dated as of September 25, 2003, and as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among the Indenture Trustee, the Issuer and certain other parties, the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee, the Third Amendment to Master Indenture, dated as of August 31, 2006, between the Issuer and the Indenture Trustee and the Fourth Amendment to Master Indenture, dated as of June 28, 2007, between the Issuer and the Indenture Trustee (as amended, the “ Indenture ”).

 

2.             The Indenture Trustee and the Issuer desire to amend the Indenture as set forth herein.

 

AMENDMENTS

 

The parties hereto agree as follows:

 

SECTION 1.  DEFINITIONS .  As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined and (b) capitalized terms not so defined shall have the meanings set forth in the Indenture as amended hereby.

 

SECTION 2.  AMENDMENTS TO INDENTURE .

 

(a) The definitions of “FDIC” and “Servicer Guaranty” in Section 1.1 of the Indenture shall be deleted.

 

(b) The first sentence of the second paragraph of Section 8.4(a) of the Indenture shall be amended by removing the following phrases where they appear therein:

 

(i) “(or, so long as the Servicer Guaranty remains in effect, GE Capital)”; and

 

(ii) “and has deposit insurance as required by law and by the FDIC”.

 

SECTION 3.  EFFECTIVENESS .  This Amendment shall become effective as of the date first written above; provided that (i) each of the Indenture Trustee and the Issuer shall have executed a counterpart of this Amendment, (ii) the Rating Agency Condition shall have been satisfied, and (iii) the Issuer shall have delivered to the Indenture Trustee (x) an Officer’s Certificate to the effect that all requirements for such Amendment contained in the Indenture

 

 

have been met and the Issuer reasonably believes that such action will not result in an Adverse Effect and (y) a Tax Opinion.  The Issuer shall provide written notice to the Indenture Trustee upon satisfaction of the conditions in the preceding sentence.

 

SECTION 4.  BINDING EFFECT; RATIFICATION .  (a)    On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Indenture and (ii) each reference in the Indenture to “this Agreement”, “this Indenture”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Indenture, shall mean and be a reference to such Indenture as amended hereby.

 

(b)            Except as expressly amended hereby, the Indenture shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto.

 

SECTION 5.  NO RECOURSE .  It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by BNYM (Delaware), not individually or personally but solely as 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 personal representations, undertakings and agreements by BNYM (Delaware) 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 BNYM (Delaware), 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 BNYM (Delaware) 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 Agreement or any other related documents.

 

SECTION 6.  MISCELLANEOUS .  (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARDING TO THE CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

(b)            Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

 

(c)            This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.  Executed counterparts may be delivered electronically.

 

*     *     *     *     *     *

 

2

 

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

 

		GE CAPITAL CREDIT CARD MASTER NOTE TRUST
		By: BNYM (Delaware), not in its individual capacity but
		solely on behalf of the Issuer
		By:	/s/ James Ambagis
		Name: James Ambagis
		Title: Assistant Vice President

 

 

 

		DEUTSCHE BANK TRUST COMPANY AMERICAS, as
		Indenture Trustee
		By:	/s/ Michele Hy Voon
		Name: Michele Hy Voon
		Title: Attorney-in-fact
		By:	/s/ Dorit Ritter-Haddad
		Name: Dorit Ritter-Haddad
		Title: Attorney-in-fact

 

 

Exhibit 4.2

 

EXECUTION VERSION

 

FOURTH AMENDMENT TO RECEIVABLES SALE AGREEMENT

 

This FOURTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of May 21, 2008 (this “ Amendment ”), is entered into among: (i) GE MONEY BANK, a federal savings bank (“ Seller ”); and (ii) RFS HOLDING, L.L.C., a Delaware limited liability company (“ Buyer ”).

 

BACKGROUND

 

1.             Seller and Buyer are parties to the Receivables Sale Agreement, dated as of June 27, 2003, between GE Money Bank, as seller, and RFS Holding, L.L.C., as buyer, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, by and among Buyer, Seller, RFS Funding Trust, GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, RFS Holding, Inc. and Deutsche Bank Trust Company Americas, and as further amended by the RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, by and between Buyer and Seller and as further amended by the Third Amendment to the Receivables Sale Agreement, dated as of December 21, 2006, by and between Buyer and Seller (the “ Receivables Sale Agreement ”).

 

2.             Buyer and Seller desire to amend the Receivables Sale Agreement as set forth herein.

 

AMENDMENTS

 

The parties hereto agree as follows:

 

SECTION 1.  DEFINITIONS .  As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined, and (b) capitalized terms not so defined shall have the meanings set forth in the Receivables Sale Agreement as amended hereby.

 

SECTION 2.  AMENDMENTS TO RECEIVABLES SALE AGREEMENT .  The Receivables Sale Agreement shall be amended as follows:

 

(a)           Section 2.1(c) of the Receivables Sale Agreement is deleted in its entirety and replaced with the following:

 

“(c)  For as long as GE Capital acts as Servicer and Seller continues to act as a Sub-Servicer, Buyer shall be allocated Recoveries for each Monthly Period as follows:  separately for each Retailer, the Average Recovery Price Ratio for such Retailer multiplied by the aggregate Outstanding Balance (immediately prior to charge-off) of Principal Receivables in that Retailer’s program that became Charged-Off Receivables during such Monthly Period.  At or before the first time that any accounts relating to a Dual Card Program are designated as Additional Accounts, Buyer and Seller shall agree whether the foregoing calculation will be performed separately for the Accounts in that Dual Card Program and for Accounts in the related Private Label Program.”

 

 

 

 

 

 

                                (b)           A new Section 2.7(d) shall be added to the Receivables Sale Agreement as follows:

 

                                                                                                                “(d)         Notwithstanding anything to the contrary in this Agreement, Seller and Buyer may agree, pursuant to the execution of an agreement substantially in the form of Exhibit F attached hereto, that all Accounts that were originated under the CareCredit Consumer Revolving Credit Card Plan Agreement, between CareCredit LLC and Seller, dated as of October 26, 1995, and amended and restated as of October 26, 2001, that have been designated as “Removed Accounts” according to the terms of the Transfer Agreement will be Removed Accounts pursuant to this Agreement.  The conditions described in Section 2.7(a)  shall not apply to a designation of Removed Accounts pursuant to this Section 2.7(d) .  Seller and Buyer hereby agree that the Buyer’s right, title and interest in, to and under the Transferred Receivables in such Removed Accounts, together with the Related Security and Collections with respect thereto, will not be reassigned by Buyer to Seller or its designee unless so provided in a separate agreement between Seller and Buyer.”

 

                                (c)           A new Exhibit F shall be added to the Receivables Sale Agreement as attached to this Amendment as Schedule I.

 

SECTION 3.  EFFECTIVENESS .  Sections 2(b) and 2(c) shall become effective as of the date first written above and Section 2(a) shall before effective on May 22, 2008; provided that (i) Buyer and Seller shall have executed a counterpart of this Amendment and (ii) Seller shall have delivered to Buyer an Opinion of Counsel to the effect specified in Exhibit C of the Receivables Sale Agreement, as such Exhibit is amended hereby.

 

SECTION 4.  BINDING EFFECT; RATIFICATION .  (a)    On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Receivables Sale Agreement and (ii) each reference in the Receivables Sale Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Receivables Sale Agreement, shall mean and be a reference to such Receivables Sale Agreement as amended hereby.

 

(b)            Except as expressly amended hereby, the Receivables Sale Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

 

SECTION 5.  GOVERNING LAW . THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

SECTION 6.  H EADINGS . Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

 

 

 

 

 

 

SECTION 7.   COUNTERPARTS .   This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.

 

*     *     *     *     *

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

 

 

	GE MONEY BANK
	By:	/s/ Brent P. Wallace
		Name:	Brent P. Wallace
		Title:	President and Chief Executive Officer

 

 

 

	RFS HOLDING, L.L.C.
	By:	/s/ Ravi Ramanujam
		Name:	Ravi Ramanujam
		Title:	Vice President

 

 

 

 

 

 

 

SCHEDULE I TO FOURTH AMENDMENT TO RECEIVABLES SALE AGREEMENT

 

EXHIBIT F

 

FORM OF DESIGNATION OF REMOVED ACCOUNTS

 

(As required by Section 2.7 of the Sale Agreement)

 

DESIGNATION OF REMOVED ACCOUNTS dated as of [                  ] (this “ Agreement ”) by and among GE MONEY BANK, a federal savings bank organized under the laws of the United States, as Seller (the “ Seller ”), and RFS HOLDING, L.L.C. (the “ Buyer ”), pursuant to the Sale Agreement referred to below.

 

WITNESSETH:

 

WHEREAS Seller and Buyer are parties to the Receivables Sale Agreement, dated as of June 27, 2003 (as it may be amended and supplemented from time to time the “ Sale Agreement ”); and

 

WHEREAS pursuant to the Sale Agreement, Seller and Buyer wish to treat all Accounts that were originated under the CareCredit Consumer Revolving Credit Card Plan Agreement, between CareCredit LLC and Seller, dated as of October 26, 1995, and amended and restated as of October 26, 2001, as “Removed Accounts” under the Sale Agreement;

 

NOW, THEREFORE, Seller and Buyer hereby agree as follows:

 

1.              Defined Terms .  All terms defined in the Sale Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

 

“ Removal Date ” means, with respect to the Removed Accounts designated hereby,                       ,         .

 

“ Removed Accounts ” means the Accounts listed on Schedule 1 to this Agreement.

 

2.              Designation of Removed Accounts .  Schedule 1 to this Agreement lists the Removed Accounts.  Schedule 1 to this Agreement, as of the Removal Date, shall supplement Schedule 1 to the Sale Agreement as required by Section 2.1(b)  of the Sale Agreement.

 

3.              No Reassignment .  Seller and Buyer hereby agree that the Buyer’s right, title and interest in, to and under the Transferred Receivables then existing and thereafter created in such Removed Accounts, together with the Related Security and Collections with respect thereto, are not being reassigned to Seller pursuant to this Agreement.

 

 

 

 

 

 

4.              Representations and Warranties of Seller .  Seller hereby represents and warrants to Buyer as of the Removal Date:

 

(a)            Legal Valid and Binding Obligation .  This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and

 

(b)            List of Removed Accounts .  The list of Removed Accounts attached hereto as Schedule 1, is an accurate and complete listing in all material respects of all the Accounts as of the Removal Date.

 

5.              Amendment of the Sale Agreement . The Sale Agreement is hereby amended to provide that all references therein to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Sale Agreement as supplemented by this Agreement.  Except as expressly amended hereby, all of the representations, warranties, terms and covenants and conditions of the Sale Agreement shall remain unamended and shall continue to be and shall remain in full force and effect in accordance with its terms.

 

6.              Counterparts .  This Agreement 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.

 

7.              GOVERNING LAW .  THIS AGREEMENT 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.

 

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned have caused this Designation of Removed Accounts to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

 

	GE MONEY BANK , Seller
	By:
	Name:
	Title:

 

 

	RFS HOLDING, L.L.C. , Buyer
	By:
	Name:
	Title:

 

 

 

 

 

 

 

SCHEDULE 1

 

LIST OF REMOVED ACCOUNTS

 

 

 

 

 

 

 

 

 

 

Exhibit 4.3

 

EXECUTION VERSION

 

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE and THIRD AMENDMENT TO SERVICING AGREEMENT (this “ Agreement ”), dated as of May 22, 2008, by and among GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“ Owner ”), GE MONEY BANK, a federal savings bank organized under the laws of the United States (the “ Resigning Servicer ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “ Successor Servicer ”).

 

RECITALS

 

WHEREAS, Owner and Resigning Servicer are parties to a Servicing Agreement dated as of June 27, 2003 (as amended, the “ Servicing Agreement ”);

 

WHEREAS, the Resigning Servicer wishes to resign as Servicer under the Servicing Agreement; the Owner wishes to appoint the Successor Servicer to succeed the Resigning Servicer as Servicer under the Servicing Agreement; and the Successor Servicer wishes to accept appointment as Servicer under the Servicing Agreement; and

 

WHEREAS, the Owner and the Successor Servicer desire to amend the Servicing Agreement as set forth herein;

 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which is hereby acknowledged, the Owner, the Resigning Servicer and the Successor Servicer agree as follows:

 

ARTICLE ON E

THE RESIGNING SERVICER

 

Section 1.               Definitions .  Capitalized terms used in this Agreement and not otherwise defined herein are used as defined in the Servicing Agreement.

 

Section 2.               Resignation .  Pursuant to Section 6.1 of the Servicing Agreement, the Resigning Servicer hereby notifies the Owner that the Resigning Servicer is hereby resigning as Servicer under the Servicing Agreement.  The Owner hereby consents to the resignation of the Resigning Servicer.  Notwithstanding the resignation of the Resigning Servicer, the Resigning Servicer, at the request of Owner, shall deliver the reports and fulfill the other obligations of the Servicer described in Sections 2.8 and 2.9 of the Servicing Agreement as they relate to the period during which the Resigning Servicer was acting as Servicer.

 

Section 3.               Appointment .  The Owner hereby appoints the Successor Servicer as Servicer under the Servicing Agreement and confirms to the Successor Servicer all the rights, powers, trusts and duties of the Servicer under the Servicing Agreement.

 

Section 4.               Acceptance of Appointment .  (a)  The Successor Servicer hereby accepts its appointment as Servicer under the Servicing Agreement and agrees to perform the duties and obligations set forth therein and shall hereby be vested with all the rights, powers, trusts and duties of the Servicer under the Servicing Agreement.

 

                                (b)  This Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which Resigning Servicer may have incurred in connection with its

 

 

 

 

 

services as Servicer under the Servicing Agreement or (ii) an assumption by Successor Servicer of any liability of Resigning Servicer arising out of a breach by Resigning Servicer of its duties under the Servicing Agreement.  This Agreement does not constitute a waiver or assignment by Resigning Servicer of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Servicing Agreement.

 

Section 5.               Servicing Agreement Amendment .  The Servicing Agreement is hereby amended as follows:

 

(a)  The reference to “GE Money Bank” where it appears in Section 2.10 of the Servicing Agreement is hereby replaced with “General Electric Capital Corporation.”

 

(b) The term “bank” is replaced with “corporation” where it appears in Section 3.1(a)  of the Servicing Agreement.

 

Section 6.               Representations of Successor Servicer .  The Successor Servicer hereby represents and warrants to the Resigning Servicer and to the Owner that:

 

                (i)  The Successor Servicer is qualified and eligible under Section 6.2 of the Servicing Agreement to act as Servicer under the Servicing Agreement.

 

                (ii)  This Agreement has been duly authorized, executed and delivered on behalf of the Successor Servicer and constitutes its legal, valid and binding obligation.

 

Section 7.               No Proceedings .  From and after the date hereof and until the date one year plus one day following the date on which the outstanding balances of all Transferred Receivables have been reduced to zero, the Successor Servicer shall not, directly or indirectly, institute or cause to be instituted against the Owner a case under any Debtor Relief Law; provided that the foregoing shall not in any way limit the Successor Servicer’s right to pursue any other creditor rights or remedies that the Successor Servicer may have under any applicable law.

 

Section 8.               Notices .  For the purposes of Section 8.1 of the Servicing Agreement, all notices, whether faxed or mailed, will be deemed received as provided in Section 8.1 of the Servicing Agreement when sent pursuant to the following instructions:

 

                TO THE RESIGNING SERVICER:

 

GE Money Bank

4246 South Riverboat Road

Salt Lake City, Utah 84123

Attn: President

 

                TO THE SUCCESSOR SERVICER:

 

General Electric Capital Corporation

 

 

 

 

 

 

777 Long Ridge Road, Building B, 3 ^rd Floor

Stamford, Connecticut 06927

 

                TO THE OWNER:

 

GE Capital Credit Card Master Note Trust

101 Barclay Street, Floor 8 West (ABS Unit)
New York, New York 10286

Attn:  Asset Backed Securities

 

With a copy to:

 

General Electric Capital Corporation

777 Long Ridge Road, Building B, 3 ^rd Floor
Stamford, Connecticut 06927

 

Section 9.               Limitation of Liability of the Trustee .  Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by BNYM (Delaware), not in its individual capacity but solely in its capacity as Trustee of the Owner, and in no event shall BNYM (Delaware), in its individual capacity, or any beneficial owner of the Owner have any liability for the representations, warranties, covenants, agreements or other obligations of the Owner hereunder, as to all of which recourse shall be had solely to the assets of the Owner.  For all purposes of this Agreement, in the performance of any duties or obligations of the Owner thereunder, the Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement, including Article VII.

 

Section 10.             Miscellaneous.   (a)  This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on the date first above written.

 

                                (b)  THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

 

                                (c)  This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.

 

[Signature pages follow.]

 

 

 

 

 

 

 

 

                                IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance and Third Amendment to Servicing Agreement to be duly executed as of the day and year first above written.

 

 

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST
	By:	BNYM (Delaware), not in its individual capacity, but solely on behalf of the Owner
	By:	/s/ James Ambagis
		Name:	James Ambagis
		Title:	Assistant Vice President

 

 

 

 

 

 

 

 

	GE MONEY BANK, as Resigning Servicer
	By:	/s/ Brent P. Wallace
		Name:	Brent P. Wallace
		Title:	President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

	GENERAL ELECTRIC CAPITAL CORPORATION, as Successor Servicer
	By:	/s/ Robert C. Green
		Name:	Robert C. Green
		Title:	Vice President

 

 

 

 

 

 

 

Exhibit 4.4

 

EXECUTION VERSION

 

SIXTH AMENDMENT TO TRANSFER AGREEMENT

 

This SIXTH AMENDMENT TO TRANSFER AGREEMENT, dated as of May 21, 2008 (this “ Amendment ”), is entered into among: (i) RFS Holding, L.L.C., a Delaware limited liability company (“ Seller ”); and (ii) GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“ Buyer ”).

 

BACKGROUND

 

1.             Seller and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003, and as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, the Second Amendment to Transfer Agreement, dated as of June 17, 2004, the Third Amendment to Transfer Agreement, dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, and the Fifth Amendment to Transfer Agreement, dated as of December 21, 2006 (as amended, the “ Transfer Agreement ”).

 

2.             Buyer and Seller desire to amend the Transfer Agreement as set forth herein.

 

AMENDMENTS

 

The parties hereto agree as follows:

 

SECTION 1.  DEFINITIONS .  As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined, and (b) capitalized terms not so defined shall have the meanings set forth in the Transfer Agreement as amended hereby.

 

SECTION 2.  AMENDMENTS TO TRANSFER AGREEMENT .

 

(a)           The following definition shall be added to Section 1.1 in the appropriate alphabetical order:

 

““ CareCredit ” means CareCredit LLC.”

 

(b)           Section 2.6(a)  is deleted and replaced in its entirety with the following:

 

                “(a)         Additional Accounts .  If, at the end of any Monthly Period the Free Equity Amount is less than the Minimum Free Equity Amount, unless the Free Equity Amount (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) is at least equal to the Minimum Free Equity Amount as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the 10 ^th Business Day following the end of such Monthly Period (the “ Required Designation Date ”), Transferor shall, prior to the close of business on the Required Designation Date, require Originator to designate additional Eligible Accounts to be included as “Accounts”

 

 

 

 

 

under (and as defined in) the Bank Receivables Sale Agreement, and Transferor shall in turn designate such accounts (“ Additional Accounts ”) as Accounts for purposes of this Agreement in a sufficient amount such that the Free Equity Amount (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) as of the close of business on the Addition Date, is at least equal to the Minimum Free Equity Amount. In addition if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal Balance, unless the Note Trust Principal Balance is at least equal to the Required Principal Balance (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the Required Designation Date, Transferor shall, prior to the close of business on the Required Designation Date, require Originator to designate additional Eligible Accounts to be included as “Accounts” under (and as defined in) the Bank Receivables Sale Agreement, and Transferor shall in turn designate such accounts as Additional Accounts for purposes of this Agreement in a sufficient amount such that the Note Trust Principal Balance as of the close of business on the Addition Date, is at least equal to the Required Principal Balance (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date). To the extent Transferor designates Additional Accounts with Principal Receivables substantially in excess of the amount of Principal Receivables required under this subsection 2.6(a) , such excess shall be deemed to be optional Additional Accounts under subsection 2.6(b)  below and will be permitted to be designated solely to the extent permitted by subsection 2.6(b) .”

 

(c)           Subsection 2.6(d)(vi)  is deleted and replaced in its entirety with the following:

 

“(vi)        such Additional Accounts shall not relate to Montgomery Ward, CareCredit or, unless the Rating Agency Condition has been satisfied, the GECAF Retailers; and”

 

(d)           The first clause of the first sentence of Section 2.7(e)  is deleted and replaced in its entirety with the following:

 

“(e)         Notwithstanding anything to the contrary in Section 2.7 , and without satisfying the conditions set forth in Section 2.7(a) , the Transferor may designate as Removed Accounts any Accounts relating to the Montgomery Wards, GECAF or CareCredit programs upon satisfaction of the following conditions:”

 

(e)           The phrase “Montgomery Wards and GECAF programs” in clause (iii)(A) of Section 2.7(e)  is replaced with the following: “Montgomery Wards, GECAF, or CareCredit programs, as applicable,”.

 

 

 

 

 

(f)            The first reference to “Note Trust Principal Balance” in clause (v) of Section 2.7(a) and the first reference to “Note Trust Principal Balance” in clause (iv) of Section 2.7(e) are in each case deleted and replaced with the following: “the aggregate Outstanding Balance of Principal Receivables”.

 

SECTION 3.  EFFECTIVENESS .  This Amendment shall become effective as of the date first written above; provided that (i) Buyer and Seller shall have executed a counterpart of this Amendment, (ii) the Rating Agency Condition shall have been satisfied and (iii) the Transferor shall have delivered an Officer’s Certificate to the Issuer certifying that this amendment will not cause an Adverse Effect (as such term is defined in the Indenture).

 

SECTION 4.  BINDING EFFECT; RATIFICATION .  (a)                On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Transfer Agreement and (ii) each reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such Transfer Agreement as amended hereby.

 

(b)            Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

 

SECTION 5.  MISCELLANEOUS . (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

 

(b)            Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

 

(c)            This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.  Executed counterparts may be delivered electronically.

 

 

 

 

 

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

 

 

	RFS HOLDING, L.L.C.
	By:	/s/ Ravi Ramanujam
	Name:	Ravi Ramanujam
	Title:	Vice President

 

 

 

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST
	By:	General Electric Capital Corporation, not in its individual capacity but solely as Administrator on behalf of GE Capital Credit Card Master Note Trust
	By:		/s/ Robert C. Green
	Name:		Robert C. Green
	Title:		Vice President