Exhibit 4.4


 


EXECUTION VERSION


 


SIXTH AMENDMENT TO TRANSFER AGREEMENT


 


This SIXTH AMENDMENT TO TRANSFER AGREEMENT, dated as
of May 21, 2008 (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, the Second Amendment to Transfer Agreement,
dated as of June 17, 2004, the Third Amendment to Transfer Agreement,
dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement,
dated as of August 31, 2006, and the Fifth Amendment to Transfer
Agreement, dated as of December 21, 2006 (as amended, 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.


 


(a)           The
following definition shall be added to Section 1.1 in the
appropriate alphabetical order:


 


““CareCredit”
means CareCredit LLC.”


 


(b)           Section 2.6(a) is
deleted and replaced in its entirety with the following:


 


                “(a)         Additional Accounts.  If, at the end of any Monthly Period the Free
Equity Amount is less than the Minimum Free Equity Amount, unless the Free
Equity Amount (calculated after giving effect to any payment of principal on
the Notes to occur on the following Payment Date) is at least equal to the
Minimum Free Equity Amount as of the close of business on any day that is after
the last day of such Monthly Period but on or prior to the 10th
Business Day following the end of such Monthly Period (the “Required
Designation Date”), Transferor shall, prior to the close of business on the
Required Designation Date, require Originator to designate additional Eligible
Accounts to be included as “Accounts” 


 


 


 

















 


 


under (and as defined in) the Bank Receivables Sale
Agreement, and Transferor shall in turn designate such accounts (“Additional
Accounts”) as Accounts for purposes of this Agreement in a sufficient
amount such that the Free Equity Amount (calculated after giving effect to any
payment of principal on the Notes to occur on the following Payment Date) as of
the close of business on the Addition Date, is at least equal to the Minimum
Free Equity Amount. In addition if at the end of any Monthly Period the Note
Trust Principal Balance is less than the Required Principal Balance, unless the
Note Trust Principal Balance is at least equal to the Required Principal
Balance (calculated after giving effect to any payment of principal on the
Notes to occur on the following Payment Date) as of the close of business on
any day that is after the last day of such Monthly Period but on or prior to
the Required Designation Date, Transferor shall, prior to the close of business
on the Required Designation Date, require Originator to designate additional
Eligible Accounts to be included as “Accounts” under (and as defined in) the
Bank Receivables Sale Agreement, and Transferor shall in turn designate such
accounts as Additional Accounts for purposes of this Agreement in a sufficient
amount such that the Note Trust Principal Balance as of the close of business
on the Addition Date, is at least equal to the Required Principal Balance
(calculated after giving effect to any payment of principal on the Notes to
occur on the following Payment Date). To the extent Transferor designates
Additional Accounts with Principal Receivables substantially in excess of the
amount of Principal Receivables required under this subsection 2.6(a),
such excess shall be deemed to be optional Additional Accounts under subsection
2.6(b) below and will be permitted to be designated solely to the
extent permitted by subsection 2.6(b).”


 


(c)           Subsection 2.6(d)(vi) is
deleted and replaced in its entirety with the following:


 


“(vi)        such Additional
Accounts shall not relate to Montgomery Ward, CareCredit or, unless the Rating
Agency Condition has been satisfied, the GECAF Retailers; and”


 


(d)           The first clause of
the first sentence of Section 2.7(e) is deleted and replaced
in its entirety with the following:


 


“(e)         Notwithstanding
anything to the contrary in Section 2.7, and without satisfying the
conditions set forth in Section 2.7(a), the Transferor may
designate as Removed Accounts any Accounts relating to the Montgomery Wards,
GECAF or CareCredit programs upon satisfaction of the following conditions:”


 


(e)           The phrase “Montgomery
Wards and GECAF programs” in clause (iii)(A) of Section 2.7(e) is
replaced with the following: “Montgomery Wards, GECAF, or CareCredit programs,
as applicable,”.


 


 


 

















 


 


(f)            The first reference
to “Note Trust Principal Balance” in clause (v) of Section 2.7(a) and
the first reference to “Note Trust Principal Balance” in clause (iv) of Section 2.7(e) are
in each case deleted and replaced with the following: “the aggregate
Outstanding Balance of Principal Receivables”.


 


SECTION 3.  EFFECTIVENESS.  This Amendment shall become effective as of
the date first written above; provided that (i) Buyer and Seller
shall have executed a counterpart of this Amendment, (ii) the Rating
Agency Condition shall have been satisfied and (iii) the Transferor shall
have delivered an Officer’s Certificate to the Issuer certifying that this
amendment will not cause an Adverse Effect (as such term is defined in the
Indenture).


 


SECTION 4. 
BINDING EFFECT; RATIFICATION. 
(a)                On
and after the execution and delivery hereof, (i) this
Amendment shall be a part of the Transfer Agreement and (ii) each
reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder”
or words of like import, and each reference in any other Related Document to
the Transfer Agreement, shall mean and be a reference to such Transfer
Agreement as amended hereby.


 


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


 


SECTION 5.  MISCELLANEOUS. (a) THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.


 


(b)           Headings used herein are for convenience of reference only
and shall not affect the meaning of this Amendment.


 


(c)           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.  Executed counterparts may be delivered
electronically.


 


 


 

















 


 


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


 


 


	
   

  	
  RFS HOLDING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ravi Ramanujam

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ravi Ramanujam

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  General Electric Capital Corporation, not in its
  individual capacity but solely as Administrator on behalf of GE Capital
  Credit Card Master Note Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Green

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert C. Green

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President