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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:
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(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:
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