Exhibit 4.3
SECOND AMENDMENT TO TRANSFER
AGREEMENT
This SECOND AMENDMENT TO TRANSFER
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) 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, among Seller, Buyer and certain other
parties (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 . The Transfer Agreement 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 (a) the excess,
if any, of the Note Trust Principal Balance at such time over the
sum of the Collateral Amounts at such time
