Exhibit 4.2
EXECUTION COPY
RSA ASSUMPTION AGREEMENT
AND
SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT
THIS RSA ASSUMPTION AGREEMENT AND
SECOND AMENDMENT TO RECEIVABLES SALE AGREEMENT (this “
Agreement ”), dated as of February 7, 2005, is by
and among GE MONEY BANK (formerly known as GE Capital Consumer Card
Co.), a federal savings bank organized under the laws of the United
States (“ GE Money Bank ”), as successor in
interest to Monogram Credit Card Bank of Georgia, a limited-purpose
credit card bank organized under the laws of the state of Georgia
(“ Monogram ”), and RFS HOLDING, L.L.C., a
Delaware limited liability company
(“RFSHL”).
BACKGROUND
1.
Reference is made to the Receivables
Sale Agreement, dated as of June 27, 2003, between Monogram,
as Seller, and RFSHL , as Buyer, as amended by the Omnibus
Amendment No. 1 to Securitization Documents, dated as of
February 9, 2004, by and among RFSHL, Monogram, RFS Funding
Trust, the GE Capital Credit Card Master Note Trust (the “
Trust ”), Deutsche Bank Trust Company Delaware, RFS
Holding, Inc. and Deutsche Bank Trust Company Americas (the “
Assumed Agreement ”).
2.
On February 7, 2005, pursuant
to a Merger Agreement and Plan of Merger, dated as
November 15, 2004, among Monogram and GE Capital Consumer Card
Co., a federal savings bank organized under the laws of the United
States (the “ FSB ”), and the transactions
contemplated thereby, Monogram was merged with and into the FSB,
with the FSB being the surviving entity.
3.
On February 7, 2005, the FSB
amended its Charter and By-Laws to change its name to GE Money
Bank, by filing a Notice for Charter and By-Law Amendments with the
Office of Thrift Supervision.
4.
GE Money Bank desires to assume the
covenants and obligations of Monogram under the Assumed Agreement
and, in connection with such assumption, GE Money Bank and RFSHL
desire to amend the Assumed Agreement as set forth
herein.
NOW, THEREFORE, in consideration of
the mutual agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1.
Definitions . Capitalized terms used in this Agreement
and not otherwise defined herein shall have the meanings assigned
thereto in the Assumed Agreement.
SECTION 2. Amendments
to the Assumed Agreement. The Assumed Agreement shall be
amended as follows:
(a)
the first sentence of
Section 6.1(ii) shall be amended by deleting the phrase
“and such location and address have not changed within the
past 12 months”;
