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


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


(d)           Exhibit C of the Receivables Sale
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 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.  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.


 


 


	
  

  	
  GE
  MONEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa B.
  Giegel

  	
   

  
	
   

  	
  Name: Lisa B.
  Giegel

  
	
   

  	
  Title: Senior
  Vice President and Controller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS HOLDING, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert. C.
  Green

  	
   

  
	
   

  	
  Name: Robert C.
  Green

  
	
   

  	
  Title: Chief Financial Officer