Exhibit 4.1


 


	
   

  	
  EXECUTION COPY

  



 


SEVENTH AMENDMENT TO RECEIVABLES SALE
AGREEMENT


 


This
SEVENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of November 23, 2010
(this “Amendment”), is entered into between GE MONEY BANK, a federal
savings bank organized under the laws of the United States, as Seller (“Seller”),
and RFS HOLDING, L.L.C., a limited liability company organized under the laws
of the State of Delaware (“Buyer”), pursuant to the Receivables Sale
Agreement referred to below.


 


WITNESSETH:


 


WHEREAS
Seller and Buyer are parties to the Receivables Sale Agreement, dated as of
June 27, 2003, as amended by the Omnibus Amendment No. 1 to Securitization
Documents, dated as of February 9, 2004, the RSA Assumption Agreement and
Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005,
the Third Amendment to Receivables Sale Agreement, dated as of December 21,
2006, the Fourth Amendment to Receivables Sale Agreement, dated as of May 21,
2008, the Designation of Removed Accounts and Fifth Amendment to Receivables
Sale Agreement, dated as of December 29, 2008, and the Designation of Removed
Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of
February 26, 2009 (as amended, the “Receivables Sale Agreement”); and


 


WHEREAS
Buyer and Seller desire to amend the Receivables Sale Agreement as set forth
herein;


 


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


 


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


 


2.             Amendment to Receivables
Sale Agreement.  The
following sentence shall be added at the end of Section 2.4(b) of the
Receivables Sale Agreement:


 


With
respect to Receivables created and conveyed to Buyer on days that are not
Business Days, Buyer may advance funds to Seller representing the Purchase
Price for Transferred Assets expected to be conveyed from Seller to Buyer on
any calendar day that is not a Business Day; provided that such advance
will be based on good faith estimates of the amount of new Receivables to be
originated on such non-Business Days and Buyer and Seller shall make
compensating payments on the next occurring Business Day as necessary to
correct for any errors in estimation.


 


3.             Representations and
Warranties of Seller.  Seller
hereby represents and warrants to Buyer as of the date hereof:


 

















 


(a)           Legal, Valid and Binding
Obligation.  This
Amendment constitutes a legal, valid and binding obligation of Seller
enforceable against Seller 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); and


 


(b)           No Material Adverse Effect.  This Amendment does not materially adversely
affect the interests of the Issuer or any of the Issuer’s creditors.


 


6.             Effectiveness.  This Amendment shall become effective as of
the date first written above; provided that Buyer and Seller shall have
executed a counterpart of this Amendment.


 


7.             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.


 


8.             No Proceedings.   Until the date one year plus
one day following the date on which all amounts due with respect to securities
rated by a Rating Agency that were issued by any entity holding Transferred
Assets or an interest therein have been paid in full in cash, Seller shall not,
directly or indirectly, institute or cause to be instituted against Buyer any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any federal or state bankruptcy or similar law; provided
that the foregoing shall not in any way limit Seller’s right to pursue any
other creditor rights or remedies that Seller may have under any applicable
law.  The Receivables Sale Agreements and
obligations of the Seller under this Section 8 shall survive the
termination of this Agreement.


 


9.             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.


 


Seventh
Amendment to Receivables

Sale Agreement


 

















 


(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.


 


Seventh
Amendment to Receivables

Sale Agreement


 

















 


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., Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Schulz

  
	
   

  	
  Name:

  	
  David
  Schulz

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE
  MONEY BANK, Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Lagnese

  
	
   

  	
  Name:

  	
  Michael
  Lagnese

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 


Seventh Amendment to
Receivables

Sale Agreement