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) &nbs
