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)    On and after the
execution and delivery hereof, (i) this
Amendment shall be a part of the Receivables Sale Agreement and (ii) each reference in the Receivables Sale
Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import,
and each reference in any other Related Document to the Receivables Sale
Agreement, shall mean and be a reference to such Receivables Sale Agreement as
amended hereby.


 


(b)           Except
as expressly amended hereby, the Receivables Sale Agreement shall remain in
full force and effect and is hereby ratified and confirmed by the parties
hereto.


 


SECTION 5.  GOVERNING LAW. THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER
SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF
LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.


 


SECTION 6.  HEADINGS. Headings used herein are
for convenience of reference only and shall not affect the meaning of this Amendment.


 


 


 


 

















 


 


SECTION 7.  COUNTERPARTS.   This Amendment may be executed in any number
of counterparts, and by the parties hereto on separate counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same agreement.  Delivery of an
executed counterpart of this Agreement by telefacsimile or other electronic
method of transmission shall be equally as effective as delivery of an original
executed counterpart of this Agreement.


 


*     *    
*     *     *


 


 


 


 


 


 

















 


 


IN WITNESS WHEREOF, the parties have executed this
Amendment by their respective officers thereunto duly authorized as of the date
first above written.


 


 


	
   

  	
  GE MONEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent P. Wallace

  
	
   

  	
   

  	
  Name:

  	
  Brent P. Wallace

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  



 


 


 


	
   

  	
  RFS HOLDING, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ravi Ramanujam

  
	
   

  	
   

  	
  Name:

  	
  Ravi Ramanujam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 


 

















 


 


SCHEDULE I TO FOURTH AMENDMENT TO RECEIVABLES SALE AGREEMENT


 


EXHIBIT F


 


FORM OF
DESIGNATION OF REMOVED ACCOUNTS


 


(As required by Section 2.7
of the Sale Agreement)


 


DESIGNATION OF REMOVED
ACCOUNTS dated as of
[                  ]
(this “Agreement”) by and among GE MONEY BANK, a federal savings bank
organized under the laws of the United States, as Seller (the “Seller”),
and RFS HOLDING, L.L.C. (the “Buyer”),
pursuant to the Sale Agreement referred to below.


 


WITNESSETH:


 


WHEREAS Seller and Buyer are parties to the
Receivables Sale Agreement, dated as of June 27, 2003 (as it may be
amended and supplemented from time to time the “Sale Agreement”);
and


 


WHEREAS pursuant to the Sale Agreement, Seller and
Buyer wish to treat 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, as “Removed Accounts” under the Sale Agreement;


 


NOW, THEREFORE, Seller and Buyer hereby agree as
follows:


 


1.             Defined Terms. 
All terms defined in the Sale Agreement and used herein shall have such
defined meanings when used herein, unless otherwise defined herein.


 


“Removal Date”
means, with respect to the Removed Accounts designated hereby,
                      ,
        .


 


“Removed Accounts” means the Accounts listed on
Schedule 1 to this Agreement.


 


2.             Designation of Removed Accounts.  Schedule 1 to this Agreement lists the
Removed Accounts.  Schedule 1 to this Agreement, as of the
Removal Date, shall supplement Schedule 1
to the Sale Agreement as required by Section 2.1(b) of
the Sale Agreement.


 


3.             No Reassignment. 
Seller and Buyer hereby agree that the Buyer’s right, title and interest
in, to and under the Transferred Receivables then existing and thereafter
created in such Removed Accounts, together with the Related Security and Collections
with respect thereto, are not being reassigned to Seller pursuant to this
Agreement.


 


 


 


 

















 


 


4.             Representations and Warranties of Seller.  Seller hereby represents and warrants to
Buyer as of the Removal Date:


 


(a)           Legal Valid and Binding Obligation.  This Agreement constitutes a legal, valid and
binding obligation of Seller enforceable against Seller in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect affecting the enforcement of creditors’ rights in general and except
as such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity); and


 


(b)           List of Removed Accounts.  The list of Removed Accounts attached hereto
as Schedule 1, is an accurate and complete listing in all material respects of
all the Accounts as of the Removal Date.


 


5.             Amendment
of the Sale Agreement. The Sale Agreement is hereby amended to provide that
all references therein to “this Agreement” and “herein” shall be deemed from
and after the Removal Date to be a dual reference to the Sale Agreement as
supplemented by this Agreement.  Except
as expressly amended hereby, all of the representations, warranties, terms and
covenants and conditions of the Sale Agreement shall remain unamended and shall
continue to be and shall remain in full force and effect in accordance with its
terms.


 


6.             Counterparts. 
This Agreement may be executed in two or more counterparts, and by
different parties on separate counterparts), each of which shall be an
original, but all of which shall constitute one and the same instrument.


 


7.             GOVERNING LAW. 
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


 


 


 

















 


 


IN WITNESS WHEREOF, the undersigned have caused this
Designation of Removed Accounts to be duly executed and delivered by their
respective duly authorized officers on the day and year first above written.


 


	
   

  	
  GE MONEY BANK, Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  RFS HOLDING, L.L.C., Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


 


 


 

















 


 


SCHEDULE 1


 


LIST OF REMOVED ACCOUNTS