EXHIBIT 4.1
THIRD AMENDMENT TO RECEIVABLES
SALE AGREEMENT
This THIRD AMENDMENT TO RECEIVABLES
SALE AGREEMENT, dated as of December 21, 2006 (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 (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)
The definition of “Eligible Receivable” in Section 1.1
of the Receivables Sale Agreement is amended by adding the words
“or “general intangible”” immediately
following the words “constitutes an
“account”” in section (g) of such
definition.
(b)
Section
6.1(a)(viii) of the Receivables Sale Agreement is amended
by:
(i)
adding the words “or “general intangibles””
immediately following the words “constitute
“accounts”” in subsection (C) thereof;
(ii)
delet
