Exhibit 4.2


 


NINTH
AMENDMENT TO TRANSFER AGREEMENT


 


This NINTH AMENDMENT TO TRANSFER AGREEMENT, dated as
of March 31, 2010 (the “Amendment”), is entered into between RFS
HOLDING, L.L.C., a limited liability company organized under the laws of the
State of Delaware, as Transferor (the “Transferor”),
and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (the “Buyer”),
pursuant to the Transfer Agreement referred to below.


 


WITNESSETH:


 


WHEREAS Transferor and Buyer are parties to the
Transfer Agreement, dated as of September 25, 2003, 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,
the Fifth Amendment to Transfer Agreement, dated as of December 21, 2006,
the Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, and
the Reassignment of Receivables in Removed Accounts, the Seventh Amendment to
Transfer Agreement, dated as of December 29, 2008, and the Eighth
Amendment to Transfer Agreement, dated as of February 26, 2009 (as
amended, the “Transfer Agreement”);


 


WHEREAS Buyer and Transferor desire to amend the
Transfer Agreement as set forth herein;


 


NOW, THEREFORE, Transferor and Buyer hereby agree as
follows:


 


1.             Defined Terms.  All terms defined in the Transfer Agreement
and used herein shall have such defined meanings when used herein, unless otherwise
defined herein.


 


2.             Amendment to Transfer Agreement.


 


(a)  Section 1.1
of the Transfer Agreement shall be amended by replacing the definitions of “Discount
Option Receivables”, “Discount Option Receivables Collections” and “Discount
Percentage” with the following:


 


“Discount Option
Receivables” is defined in Section 2.8.


 


“Discount Option Receivables Collections” shall mean as of any Date of Processing,
occurring after the effective date of the designation of a Discount Percentage,
the sum, for all Retailers of the product of (a) the Discount Percentage
with respect to such Retailer and (b) Collections of Principal Receivables
with respect to such Retailer (determined without giving effect to the proviso
in the definition of Principal Receivables) on such Date of Processing.


 


“Discount
Percentage” is defined in Section 2.8.


 

















 


(b)  Section 2.8
of the Transfer Agreement shall be deleted in its entirety and replaced with
the following:


 


SECTION 2.8       Discount
Option.  For each Retailer, the
Transferor shall have the option (subject to the limitations described below)
to designate at any time a fixed percentage (the “Discount Percentage”)
of the amount of all Principal Receivables existing in all the Accounts related
to such Retailer (“Discount Option Receivables”).  Transferor may from time to time increase,
reduce or eliminate (subject to the limitations described below) the Discount
Percentage related to such Retailer.  All
Discount Option Receivables Collections for any Date of Processing shall be
treated as Finance Charge Collections. 
Transferor shall provide written notice to Servicer, Buyer and each
Rating Agency of any initial designation, increase, reduction or elimination,
and such initial designation, increase, reduction or elimination shall become
effective as of the first day of the Monthly Period preceding the Monthly
Period in which the Transferor delivers notice of such initial designation,
increase, reduction or elimination if (i) Transferor has delivered to
Buyer an Officer’s Certificate to the effect that, based on the facts known to
such officer at the time, Transferor reasonably believes that such initial
designation, increase, reduction or elimination will not at the time of its
occurrence cause an Adverse Effect (as defined in the Indenture), (ii) in
the case any initial designation or increase, the Discount Percentage for such
Retailer shall not exceed 5% after giving effect to that initial designation or
increase, unless the Rating Agency Condition has been satisfied with respect to
the increase, (iii) Buyer consents to such designation, increase,
reduction or elimination and (iv) Transferor has provided written notice
to Servicer, Buyer and each Rating Agency of such initial designation,
increase, reduction or elimination no later than ten (10) Business Days
prior to the Payment Date related to such Monthly Period; provided, that if the
Transferor provides notice to Servicer, Buyer and each Rating Agency less than
ten (10) Business Days prior to the Payment Date related to the prior
Monthly Period, the Discount Percentage shall become effective as of the first
day of the Monthly Period in which such notice is provided.  If as a result of such designation, increase,
reduction or elimination, the amount of Collections for any prior Dates of Processing
during the Monthly Period would be greater than the amount of Collections as
previously calculated, the Buyer shall make a deposit to the Collection Account
within two Business Days following the delivery of notice of such designation,
increase, reduction or elimination; provided that if the Issuer is permitted to
make monthly deposits of Collections pursuant to Section 8.4 of the
Indenture, no such deposit need be made until the following Payment Date.


 


3.             Representations and Warranties of Transferor.  Transferor hereby represents and warrants to
Buyer as of the date hereof this Amendment constitutes a legal, valid and
binding obligation of Transferor enforceable against Transferor in 


 

















 


accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect affecting the enforcement of creditors’ rights in general and except
as such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).


 


4.             Effectiveness.  This
Amendment shall become effective as of the date first written above; provided
that (i) Buyer and Transferor shall have executed a counterpart of this
Amendment, (ii) the Rating Agency Condition shall have been satisfied with
respect to this Amendment and (iii) the Transferor shall have delivered an
Officer’s Certificate to the Issuer certifying that the amendments in Section 2
of this Amendment will not cause an Adverse Effect (as such term is defined in
the Indenture).


 


5.             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 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.


 


6.             Miscellaneous.  (a)  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


(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.


 


7.             No Recourse.  It is expressly understood and agreed by the
parties hereto that (a) this Amendment is executed and delivered by BNY
Mellon Trust of Delaware, not individually or personally but solely as trustee
of the Buyer, in the exercise of the powers and authority conferred and vested
in it, (b) each of the representations, undertakings and agreements herein
made on the part of the Buyer is made and intended not as personal
representations, undertakings and agreements by BNY Mellon Trust of Delaware
but is made and intended for the purpose of binding only the Buyer, (c) nothing
herein contained shall be construed as creating any liability on BNY Mellon
Trust of Delaware, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through
or under the parties hereto and (d) under 


 

















 


no circumstances shall BNY Mellon Trust of Delaware be
personally liable for the payment of any indebtedness or expenses of the Buyer
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Buyer under this Amendment or
any other related documents.


 

















 


IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.


 


 


	
   

  	
  RFS HOLDING, L.L.C.,
  Transferor  



  
	
   

  	
  By:

  	
  /s/
  Ravi Ramanujam 

  
	
   

  	
  Name:
  Ravi Ramanujam 

  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL CREDIT CARD
  MASTER NOTE TRUST, Buyer

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  BNY
  MELLON TRUST OF DELAWARE,  

  not in its individual capacity but solely as Trustee on behalf of the Buyer

  
	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  
	
   

  	
  Name:

  	
  Kristine K. Gullo

  
	
   

  	
  Title:

  	
  Vice President