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”;
