Exhibit 4.1


 


EXECUTION COPY


 


THIRD AMENDMENT TO TRANSFER AGREEMENT


 


This THIRD AMENDMENT TO TRANSFER AGREEMENT, dated as
of November 21, 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 and the Second Amendment to Transfer Agreement, dated as of June 17, 2004
(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.  AMENDMENT TO TRANSFER AGREEMENT.  The Transfer Agreement shall be amended by
adding the following Subsection 2.7(e) immediately following Subsection 2.7(d):


 


“(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 or GECAF programs upon
satisfaction of the following conditions:


 


(i)            receipt
by the Transferor of the written consent to such removal by Noteholders
evidencing not less than a majority of the Outstanding Principal Balance of the
Notes;


 


(ii)           on
or prior to the Removal Date, Transferor shall have delivered to Buyer an
Account Schedule listing the Removed Accounts;


 


(iii)          Transferor shall
have delivered to Buyer an Officer’s Certificate dated as of the Removal Date to the effect that the Transferor reasonably believes


 


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that (A) the
removal of all Accounts relating to Montgomery Wards and GECAF will not, based
on the facts known to the certifying officer at the time of the certification,
then or thereafter cause an Early Amortization Event to occur with respect to
any series of Notes, and (B) no selection procedure believed by Transferor to
be materially adverse to the interest of Buyer or any of its creditors has been
used in removing the Removed Accounts from among any pool of Accounts of a
similar type; and


 


(iv)          the Note Trust
Principal Balance in the Removed Accounts shall not exceed the lesser of (A)
the excess of the Free Equity Amount over the Minimum Free Equity Amount or (B)
the excess of the Note Trust Principal Balance over the Required Principal
Balance, all measured as of the end of the most recently ended Monthly Period.


 


The Removal
Notice Date for any removal of Accounts pursuant to this Section 2.7(e) shall
be the Removal Date.”


 


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.


 


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/ Daniel C. Janki

  	
   

  
	
   

  
	
   

  	
  Name: Daniel C. Janki

  
	
   

  
	
   

  	
  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/ Daniel C. Janki

  	
   

  
	
   

  
	
   

  	
  Name: Daniel C. Janki

  
	
   

  
	
   

  	
  Title: Vice President

  



 


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