Exhibit 4.3


 


SECOND AMENDMENT TO TRANSFER AGREEMENT


 


This SECOND AMENDMENT TO TRANSFER AGREEMENT,
dated as of June 17, 2004 (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, among Seller, Buyer and certain other parties (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 set forth below:


 


(a)                  The definition of “Note Trust
Principal Balance” is amended by deleting clause (a) of such definition and
substituting the following therefor: “(a) the Aggregate Principal Receivables
(calculated without subtraction of Specified Retailer Receivables)”.


 


(b)                 The definition of “Free Equity Amount”
is amended in its entirety to read as follows:


 


““Free Equity Amount” means, at any
time, the sum of (a) the excess, if any, of the Note Trust Principal Balance at
such time over the sum of the Collateral Amounts at such time for all
outstanding series of Notes, plus (b) the funds on deposit in any Trust Account
(as defined in the Indenture) that will be applied to pay the principal amount
of the Notes of any Series on the following Payment Date, but only to the
extent not deducted for purposes of determining the Collateral Amount at such
time for any Series of Notes.”


 


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) the holders of 66 2/3% of the Outstanding Principal Balance of the
Notes of each Series shall have consented to this amendment.


 


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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.


 


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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/ Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer and Principal

  	
   

  
	
   

  	
   

  	
   

  	
  Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
									



 


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