EXHIBIT 4.2


FIFTH AMENDMENT TO
TRANSFER AGREEMENT


This FIFTH AMENDMENT TO
TRANSFER AGREEMENT, dated as of December 21, 2006 (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, and the Fourth Amendment to
Transfer Agreement, dated as of August 31, 2006 (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
follows:


(a)           Section 6.1(a)(ix) of the Transfer
Agreement is amended by:


(i)            adding the words “or “general
intangibles”” immediately following the words “constitute “accounts”” in
subsection (C) thereof;


(ii)           deleting the word “and” appearing at
the end of subsection (F) thereof;


(iii)          deleting the period
appearing at the end of subsection (G) thereof and substituting therefor “; and”;
and


(iv)          adding a new subsection (H) thereto,
which shall read in its entirety as follows:


“(H)        Transferor has received all consents and
approvals required by the terms of the Transferred Receivables to the sale of
the Transferred Receivables hereunder to Buyer.”.










 



(b)           Exhibit
A of the Transfer Agreement is amended by adding the words “or “general
intangibles”” immediately following the words “constitute “accounts”” in
Section 5(h) of such Exhibit.


(c)           Exhibit C of the Transfer Agreement
is amended by deleting the reference to “Section 7.2” in clause (ii) of such
Exhibit and substituting therefor a reference to “Section 7.6.”


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 (a) an
Officer’s Certificate to the Issuer certifying that this amendment will not
cause an Adverse Effect and (b) an Opinion of Counsel to the Issuer. to
the effect specified in Exhibit C of the Transfer 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 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.  GOVERNING LAW.  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.


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.  Executed
counterparts may be delivered electronically.



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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/ Robert C. Green

  	
   

  
	
   

  	
  Name: Robert C.
  Green

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE

  TRUST

  
	
   

  	
   

  
	
   

  	
  By: The Bank of New
  York (Delaware), not in its

  individual capacity, but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  	
   

  
	
   

  	
  Name: 

  	
  Kristine K.
  Gullo

  	
   

  
	
   

  	
  Title: 

  	
   Vice President