Exhibit 4.1


 


EXECUTION
COPY


 


DESIGNATION OF REMOVED ACCOUNTS AND 


SIXTH AMENDMENT TO RECEIVABLES SALE AGREEMENT


 


This DESIGNATION OF REMOVED ACCOUNTS AND SIXTH
AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of February 26, 2009
(this “Designation”), 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, and the
Designation of Removed Accounts and Fifth Amendment to Receivables Sale
Agreement, dated as of December 29, 2008 (as amended, the “Receivables
Sale Agreement”);


 


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


 


WHEREAS pursuant to the Receivables Sale Agreement,
Seller wishes to remove from Buyer all Transferred Receivables owned by Buyer
in the Subject Accounts and to cause Buyer to convey the Transferred
Receivables of such Removed Accounts, whether now existing or hereafter
created, from Buyer to PLT Holding, L.L.C. (“PLT”), as the designee of
Seller;


 


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


 


“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 Designation (the “Subject Accounts”) are designated as Removed
Accounts pursuant to this Designation.  Schedule 1 to this Designation, as of the
Removal Date, shall supplement Schedule 1
to the Receivables Sale Agreement as required by Section 2.1(b) of
the Receivables Sale Agreement.


 


3.                                       Agreement
to Convey of Transferred Receivables to Seller’s
Designee.  Buyer hereby
agrees to transfer, assign, set over and otherwise convey to PLT, pursuant to
the execution of an assignment agreement substantially in the form of Exhibit A
attached hereto, on and after the Removal 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.


 


4.                                       Amendments to Receivables Sale Agreement.  (a)  Notwithstanding the
requirement in Section 2.7(a)(iv) of the Receivables Sale 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 Seller shall not be
required to deliver an Officer’s Certificate regarding the statements made in Section 2.7(a)(iv) in
connection with the Subject Accounts.


 


(b)                                 Notwithstanding
anything to the contrary in the Receivables Sale Agreement, Buyer and PLT, as
designee of Seller, may agree, pursuant to the execution of an assignment
agreement substantially in the form of Exhibit A attached hereto,
that 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, will be assigned by Buyer to PLT.


 


(c)                                  Notwithstanding
the definition of “Account Schedule” in the Receivables Sale Agreement, the
Account Schedule delivered in connection with the Designation shall set forth
the receivables balance for each Removed Account as of the Removal Cut-Off
Date, rather than the Removal Notice Date.


 


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


 


Removal Designation and Sixth

Amendment to Receivables Sale 

Agreement


 

















 


(a)                                  Legal, Valid and Binding Obligation.  This Designation 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)                                 List of Removed Accounts.  The list of Removed Accounts attached hereto,
is an accurate and complete listing in all material respects of all the Removed
Accounts as of the Removal Cut-Off Date.


 


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


 


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


 

















 


(c)                                  This Designation 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.  


 

















 


IN WITNESS WHEREOF, the undersigned have caused this
Designation 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/ Ravi Ramanujam

  
	
   

  	
  Name: Ravi Ramanujam

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE MONEY
  BANK, Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brent Wallace

  
	
   

  	
  Name: Brent Wallace

  
	
   

  	
  Title: Chief Operating
  Officer

  



 

















 


EXECUTION COPY


 


Schedule 1


 


REMOVED
ACCOUNTS


 


[On file with General Electric Capital
Corporation.]


 

















 


Exhibit A


 


FORM OF ASSIGNMENT OF RECEIVABLES IN REMOVED
ACCOUNTS


 


This ASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS,
dated as of February 26, 2009 (this “Assignment”), is entered into
between PLT HOLDING, L.L.C., a limited liability company organized under the
laws of the State of Delaware (“PLT”), and RFS HOLDING, L.L.C., a
limited liability company organized under the laws of the State of Delaware (“RFSHL”),
pursuant to the Receivables Sale Agreement referred to below.


 


WITNESSETH:


 


WHEREAS RFSHL and GE Money Bank (“GEMB”) 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 “Agreement”);


 


WHEREAS GEMB has designated certain Accounts (the “Removed
Accounts”) as “Removed Accounts” under the Agreement pursuant to the
Designation of Removed Accounts and Sixth Amendment to Receivables Sale
Agreement, dated as of February 26, 2009 (the “Designation”),
between RFSHL and GEMB;


 


WHEREAS pursuant to the Designation, GEMB has directed
RFSHL to sell the Transferred Receivables arising in such Removed Accounts,
whether now existing or hereafter created, to PLT, as the designee of GEMB; and


 


WHEREAS RFSHL is willing to sell the Transferred
Receivables in the Removed Accounts to PLT, and PLT is willing to purchase the
Transferred Receivables in the Removed Accounts, in each case subject to the
terms and conditions hereof;


 


NOW, THEREFORE, PLT and RFSHL hereby agree as follows:


 


1.                                       Defined Terms.  All terms defined in the Agreement and used
herein shall have such defined meanings when used herein, unless otherwise
defined herein. The terms “Removal Date” and “Removal Cut-Off Date” shall have
the respective meanings assigned to such terms in the Designation.


 


2.                                       Conveyance of Transferred Receivables.  (a) In consideration of the payment by
PLT to RFSHL of the Purchase Price on the Removal Date pursuant to Section 2(c),
RFSHL does hereby sell, transfer, assign, set over and otherwise convey to PLT,
without representation, warranty or recourse, and PLT does hereby purchase and 


 


Assignment to PLT


 

















 


accept, on and after the Removal Date, all right,
title and interest of RFSHL 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, 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 (the “Conveyed
Property”).


 


(b)                                 In
connection with such transfer, RFSHL agrees to execute and deliver to PLT on or
prior to the date this Assignment is delivered, applicable UCC-1 financing
statements prepared by RFSHL with respect to the Conveyed Property meeting the
requirements of applicable state law, in such manner and such jurisdictions as
are necessary to perfect the interest of PLT in the Conveyed Property.


 


(c)                                  On
the Removal Date, PLT shall pay to RFSHL a price as agreed between PLT and
RFSHL, which represents the fair market value of the Conveyed Property (the “Purchase
Price”).


 


3.                                       Representations and Warranties.  Each of PLT and RFSHL hereby represents and
warrants as of the Removal Date that this Assignment constitutes a legal, valid
and binding obligation of such party enforceable against such party 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 Assignment shall become effective as of
the date first written above; provided that RFSHL and PLT shall have
executed a counterpart of this Assignment.


 


5.                                       No Proceedings.


 


 (a)                               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, PLT shall not, directly or indirectly, institute or cause to be
instituted against RFSHL 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 PLT’s right to pursue any other
creditor rights or remedies that PLT may have under any applicable law.  The agreements and obligations of PLT under
this Section 5 shall survive the assignment of the Conveyed
Property and the termination of this Agreement.


 


(b)                                 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, RFSHL shall not, directly or indirectly, institute or cause to be
instituted against PLT 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 RFSHL’s right to pursue any other
creditor rights or remedies that RFSHL may have under any applicable law.  The agreements and obligations of RFSHL under
this Section 5 shall survive the assignment of the Conveyed
Property and the termination of this Agreement.


 


6.                                       Miscellaneous.  (a) 
THIS ASSIGNMENT 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 Assignment.


 


(c)                                  This Assignment 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.


 

















 


IN WITNESS WHEREOF, the undersigned have caused this
Assignment 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. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  Ravi Ramanujam 

  
	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLT HOLDING, L.L.C.
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


Removal Designation and Sixth

Amendment to Receivables Sale 

Agreement