Exhibit 4.2
THIRD AMENDMENT TO RECEIVABLES
PURCHASE AND CONTRIBUTION AGREEMENT
This THIRD AMENDMENT TO RECEIVABLES
PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 17, 2004
(this “ Amendment ”), is entered into among: (i)
RFS Holding, L.L.C., a Delaware limited liability company (“
Seller ”); and (ii) RFS Funding Trust, a Delaware
statutory trust (“ Buyer ”).
BACKGROUND
1.
Seller and Buyer are parties to the
Receivables Purchase and Contribution Agreement, dated as of June
27, 2003, and as amended by the First Amendment dated as of
September 25, 2003 between Seller and Buyer and the Omnibus
Amendment No. 1 to Securitization Documents, dated as of February
9, 2004, among Seller, Buyer and certain other parties (the “
RPCA ”).
2.
Buyer and Seller desire to amend the
RPCA 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 RPCA as amended hereby.
SECTION 2. AMENDMENTS TO
RPCA . The RPCA shall be amended as set forth
below:
(a)
The definition of “Note Trust
Principal Balance” is amended by deleting clause (a) of such
definition and substituting the following therefor: “(a) the
Aggregate Principal Receivables (calculated without subtraction of
Specified Retailer Receivables)”.
(b)
The definition of “Free Equity
Amount” is amended in its entirety to read as
follows:
““ Free Equity
Amount ” means, at any time, the sum of (i) the excess,
if any of the Note Trust Principal Balance at such time over the
aggregate of the portions of the Note Trust Principal Balance then
allocated as collateral (referred to in the Indenture as the
“Collateral Amo
