Exhibit 4.2


 


EXECUTION
COPY


 


REASSIGNMENT NO. 4 OF RECEIVABLES IN REMOVED
ACCOUNTS AND 

EIGHTH AMENDMENT TO TRANSFER AGREEMENT


 


This REASSIGNMENT No. 4 OF RECEIVABLES IN REMOVED
ACCOUNTS AND EIGHTH AMENDMENT TO TRANSFER AGREEMENT, dated as of February 26,
2009 (the “Reassignment”), 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 and Seventh Amendment
to Transfer Agreement, dated as of December 29, 2008 (as amended, the “Transfer
Agreement”);


 


WHEREAS the Subject Accounts (as defined below) have
been designated for removal;


 


WHEREAS pursuant to the Transfer Agreement, Transferor
wishes to remove from Buyer all Transferred Receivables owned by Buyer in the
Subject Accounts and to cause Buyer to reconvey the Transferred Receivables of
such Removed Accounts, whether now existing or hereafter created, from Buyer to
Transferor;


 


WHEREAS Buyer is willing to accept such designation
and to reconvey the Transferred Receivables in the Removed Accounts subject to
the terms and conditions hereof; and


 


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.


 


“Removal Date”
means, with respect to the Removed Accounts designated hereby, February 26,
2009.


 

















 


“Removal Cut-Off Date”
means, with respect to the Removed Accounts, February 21, 2009.


 


2.             Designation
of Removed Accounts.  All
Accounts listed on Schedule 1 to this Reassignment (the “Subject
Accounts”) are designated as Removed Accounts pursuant to this
Reassignment.  Schedule
1 to this Reassignment, as of the Removal Date, shall supplement Schedule 1 to the Transfer Agreement as
required by Section 2.1(c) of
the Transfer Agreement.


 


3.             Conveyance
of Transferred Receivables.  (a) Buyer
does hereby transfer, assign, set over and otherwise convey to Transferor,
without representation, warranty or recourse, on and after the Removal Cut-Off
Date, all right, title and interest of Buyer in, to and under the Transferred
Receivables existing at the close of business on the Removal Cut-Off Date and
thereafter created from time to time in the Removed Accounts designated hereby,
the Related Security and Collections with respect thereto, together with all
monies due or to become due and all amounts received or receivable with respect
thereto and all Insurance Proceeds related thereto and all proceeds of the
foregoing.


 


(b)           In connection with such transfer,
Buyer agrees to execute and deliver to Transferor on or prior to the date this
Reassignment is delivered, applicable termination statements prepared by
Transferor with respect to the Transferred Receivables existing at the close of
business on the Removal Cut-Off Date and thereafter created from time to time
in the Removed Accounts reassigned hereby and the proceeds thereof evidencing
the release by Buyer of its interest in the Transferred Receivables in the
Removed Accounts, and meeting the requirements of applicable state law, in such
manner and such jurisdictions as are necessary to terminate such interest.


 


4.             Amendment to
Transfer Agreement.  Notwithstanding
the requirement in Section 2.7(a)(iv)(D) of the Transfer Agreement
that Accounts be chosen for removal on a random basis, the Subject Accounts may
be designated as Removed Accounts pursuant to this Reassignment.  Such Removed Accounts have been selected from
the Accounts relating to Sam’s Club Retailers, Wal-Mart Retailers, JCPenney
Retailers and Lowe’s Retailers and have been selected for removal based on
credit scores. The Transferor shall not be required to deliver an Officer’s
Certificate regarding the statements made in Section 2.7(a)(iv)(D) in
connection with the Subject Accounts.


 


5.             Representations
and Warranties of Transferor. 
Transferor hereby represents and warrants to Buyer as of the Removal
Date:


 


(a)           Legal,
Valid and Binding Obligation. 
This Reassignment 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);


 


Reassignment
No. 4 and Eighth
  Amendment to Transfer Agreement


 

















 


(b)           Early
Amortization Event. 
Transferor reasonably believes that (i) the Transferor has used
reasonable efforts to avoid having the removal of the Transferred Receivables
existing in the Removed Accounts designated hereby cause an Early Amortization
Event to occur with respect to any series, and (ii) no selection procedure
believed by Transferor to be materially adverse to the interests of Buyer or
any of its creditors has been used in removing Removed Accounts designated
hereby from among any pool of Accounts of a similar type (it being understood
that Transferor will not be deemed to have used such an adverse selection
procedure in connection with any Involuntary Removal) as of the Removal Date;


 


(c)           List of
Removed Accounts.  The list of
Removed Accounts attached hereto as Schedule 1, is an accurate and
complete listing in all material respects of all the Removed Accounts as of the
Removal Cut-Off Date; and


 


(d)           Receivables
Tests.  The aggregate Outstanding
Balance of Principal Receivables in the Removed Accounts did 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.


 


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


 


7.             Binding
Effect; Ratification.  (a)  On and after the execution and delivery hereof, (i) this Reassignment 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.


 


8.             Miscellaneous.  (a)  THIS REASSIGNMENT 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
Reassignment.


 


(c)           This Reassignment 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.


 


9.             No
Recourse.  It is expressly understood
and agreed by the parties hereto that (a) this Reassignment 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 Reassignment or any other related documents.              


 

















 


IN WITNESS WHEREOF, the undersigned have caused this
Reassignment 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

  
	
   

  	 

						



 

















 


Schedule 1


 


 


REMOVED
ACCOUNTS


 


[On file with General Electric Capital
Corporation.]