EXHIBIT 4.16


 


OMNIBUS AMENDMENT NO. 1


TO


SECURITIZATION DOCUMENTS


 


This OMNIBUS AMENDMENT
NO. 1 TO SECURITIZATION DOCUMENTS, dated as of February 9, 2004 (this “Amendment”),
is entered into among: (i) RFS Holding, L.L.C., a Delaware limited liability
company (“RFSHLLC”); (ii) RFS Funding Trust, a Delaware statutory trust;
(iii) Monogram Credit Card Bank of Georgia, a bank organized under the laws of
Georgia (“Bank”); (iv) GE Capital Credit Card Master Note Trust, a
Delaware statutory trust (“GECCMNT”); (v) solely for the purposes of
amending the RFS Funding Trust Agreement referenced below, Deutsche Bank Trust
Company Delaware, a Delaware banking corporation, as trustee for RFS Funding
Trust (in such capacity, “RFS Funding Trustee”); (vi) RFS Holding, Inc.,
a Delaware corporation (“RFSHI”) and (vii) Deutsche Bank Trust Company
Americas, as indenture trustee under the Indenture referred to below (in such
capacity, the “Indenture Trustee”).


 


BACKGROUND


 


1.                                       RFSHLLC,
RFSHI and the RFS Funding Trustee are parties to the Amended and Restated Trust
Agreement dated as of December 19, 2002 (the “RFS Funding Trust
Agreement”).


 


2.                                       RFSHLLC
and RFS Funding Trust are parties to the Receivables Purchase and Contribution
Agreement dated as of June 27, 2003, as amended by the First Amendment to
the Receivables Purchase and Contribution Agreement, dated as of
September 25, 2003 (the “RPCA”).


 


3.                                       The
Bank and RFSHLLC are parties to the Receivables Sale Agreement dated as of
June 27, 2003 (the “Receivables Sale Agreement”).


 


4.                                       The
Indenture Trustee and GECCMNT are parties to the Master Indenture, dated as of
September 25, 2003 (the “Indenture”).


 


5.                                       RFSHLLC
and GECCMNT are parties to the Transfer Agreement dated as of
September 25, 2003 (the “Transfer Agreement; and together with the
RFS Funding Trust Agreement, the RPCA, the Receivables Sale Agreement and the
Indenture, collectively, the “Securitization Documents”).


 


6.                                       The
parties to the Securitization Documents desire to amend the Securitization
Documents as set forth herein.


 


AMENDMENTS


 


The parties hereto agree
as follows:


 


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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 Indenture as amended hereby.


 


SECTION 2.  AMENDMENTS TO RPCA. Each party to
this Amendment that is a party to the RPCA agrees that the RPCA shall be
amended as set forth below.


 


(a)                                  Section 2.7
of the RPCA is amended by deleting Subsection 2.7(a)(vi) and substituting
the following therefor:


 


“(vi) [Reserved].”


 


(b)                                 Section 2.7(b)
is amended by deleting the second sentence of such Section and
substituting the following therefor:


 


“All
Transferred Receivables in Removed Accounts designated pursuant to this Section 2.7(b)
shall be repurchased on the date of the Involuntary Removal for a cash purchase
price equal to the Outstanding Balance of the Principal Receivables in the
Removed Accounts, plus the accrued Finance Charge Receivables in such Removed
Accounts, in each case as of the same date that the balance of principal
receivables in the Removed Accounts is determined for purposes of calculating
the purchase price to be paid by or on behalf of the related Retailer for such
Removed Accounts in accordance with the related Credit Card Program Agreement,
and such cash purchase price shall be treated in the same manner as the
purchase price for Ineligible Receivables paid by the Transferor pursuant to Section 6.1(e).”


 


(c)                                  Section 6.1(f)
of the RPCA is amended by deleting the first sentence of such Section and
substituting the following therefor:


 


“(f) If any
representation or warranty of Seller contained in Section 6.1(a)(i),
6.1(a)(ii), 6.1(a)(iii) or 6.1(a)(iv) of this Agreement is
not true and correct in any material respect and such breach has a material
adverse effect on the Transferred Receivables transferred to Buyer by Seller or
the availability of the proceeds thereof to Buyer, then Seller shall be
obligated to accept a reassignment of the Transferred Receivables if such
breach and any material adverse effect caused by such breach is not cured
within 60 days of receipt of notice of such breach from the Buyer (or within
such longer period, not in excess of 150 days, as specified in such notice); provided
that such Transferred Receivables will not be reassigned to Seller if, on any
day prior to the end of such 60-day or longer period (i) the relevant
representation and warranty shall be true and correct in all material respects
as if made on such day and (ii) Seller shall have delivered an Officer’s
Certificate


 


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describing the nature of
such breach and the manner in which the relevant representation and warranty
became true and correct.”.


 


SECTION  3.  AMENDMENTS TO RECEIVABLES SALE AGREEMENT.  Each party to this Amendment that is a party
to the Receivables Sale Agreement agrees that the Receivables Sale Agreement
shall be amended as set forth below.


 


(a)                                  Section 6.1(f)
of the Receivables Sale Agreement is amended by deleting the first sentence of
such Section and substituting the following therefor:


 


 “(f)                           If any representation or
warranty of Seller contained in Section 6.1(a)(i), 6.1(a)(ii),
6.1(a)(iii) or 6.1(a)(iv) of this Agreement is not true and
correct in any material respect and such breach has a material adverse effect
on the Transferred Receivables transferred to Buyer by Seller or the
availability of the proceeds thereof to Buyer, then Seller shall be obligated
to accept a reassignment of the Transferred Receivables if such breach and any
material adverse effect caused by such breach is not cured within 60 days of
receipt of notice of such breach from the Buyer (or within such longer period,
not in excess of 150 days, as  specified
in such notice); provided that such Transferred Receivables will not be
reassigned to Seller if, on any day prior to the end of such 60-day or longer
period (i) the relevant representation and warranty shall be true and correct
in all material respects as if made on such day and (ii) Seller shall have
delivered an Officer’s Certificate describing the nature of such breach and the
manner in which the relevant representation and warranty became true and correct.”.


 


(b)                                 Section 6.2(f)
of the Receivables Sale Agreement is amended by deleting each reference to
“Transferor” in such Section and substituting the word “Seller” for each
such reference.


 


SECTION 4.  AMENDMENTS TO TRANSFER AGREEMENT.  Each party to this Amendment that is a party
to the Transfer Agreement agrees that the Transfer Agreement shall be amended
as set forth below:


 


(a)                                  Section 2.7
of the Transfer Agreement is amended by deleting Subsection 2.7(a)(vi) and
substituting the following therefor:


 


“(vi) [Reserved].”


 


(b)                                 Section 2.7(b)
is amended by deleting the second sentence of such Section and
substituting the following therefor:


 


“All
Transferred Receivables in Removed Accounts designated pursuant to this Section 2.7(b)
shall be repurchased on the date of the Involuntary Removal for a cash purchase
price


 


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equal to the Outstanding
Balance of the Principal Receivables in the Removed Accounts, plus the accrued
Finance Charge Receivables in such Removed Accounts, in each case as of the
same date that the balance of principal receivables in the Removed Accounts is
determined for purposes of calculating the purchase price to be paid by or on
behalf of the related Retailer for such Removed Accounts in accordance with the
related Credit Card Program Agreement, and such cash purchase price shall be
treated in the same manner as the purchase price for Ineligible Receivables
paid by the Transferor pursuant to Section 6.1(e).”


 


(c)                                  Section 6.1(f)
of the Transfer Agreement is amended by deleting the first sentence of such
Section and substituting the following therefor:


 


“(f)                              If
any representation or warranty of Transferor contained in Section 6.1(a)(i),
6.1(a)(ii), 6.1(a)(iii) or 6.1(a)(iv) of this Agreement is
not true and correct in any material respect and such breach has a material
adverse effect on the Transferred Receivables transferred to Buyer by
Transferor or the availability of the proceeds thereof to Buyer, then Seller
shall be obligated to accept a reassignment of the Transferred Receivables if
such breach and any material adverse effect caused by such breach is not cured
within 60 days of receipt of notice of such breach from the Buyer (or within
such longer period, not in excess of 120 days, as specified in such notice); provided
that such Transferred Receivables will not be reassigned to Transferor if, on
any day prior to the end of such 60-day or longer period (i) the relevant
representation and warranty shall be true and correct in all material respects
as if made on such day and (ii) Transferor shall have delivered an Officer’s
Certificate describing the nature of such breach and the manner in which the
relevant representation and warranty became true and correct.”.


 


SECTION 5.  AMENDMENTS TO RFS FUNDING TRUST AGREEMENT.  Each party to this Amendment that is a party
to the RFS Funding Trust Agreement agrees that Section 1.1 of the RFS
Funding Trust Agreement shall be amended as set forth below.


 


(a) The following
definitions are added to Section 1.1 of the RFS Funding Trust Agreement in
appropriate alphabetical order:


 


““Average
Principal Balance” means for any Monthly Period in which a Reset Date
occurs as a result of an Addition Date (as defined in the Trust Receivables
Purchase Agreement) or Removal Date (as defined in the Trust Receivables
Purchase Agreement), the sum of (i) the aggregate Outstanding Balance of all
Transferred Receivables other than Specified Retailer


 


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Receivables as of the close
of business on the last day of the prior Monthly Period, multiplied by a
fraction the numerator of which is the number of days from and including the
first day of such Monthly Period, to but excluding the related Reset Date, and
the denominator of which is the number of days in such Monthly Period, plus
(ii) for each such Reset Date, the product of the aggregate Outstanding Balance
of all Transferred Receivables other than Specified Retailer Receivables
determined as of the close of business on such Reset Date, multiplied by
a fraction, the numerator of which is the number of days from and including
such Reset Date, to the earlier of the last day of such Monthly Period (in
which case such period shall include such date) or the next succeeding Reset
Date (in which case such period shall exclude such date), and the denominator
of which is the number of days in such Monthly Period.”


 


““Reset
Date” shall mean any date designated as a “Reset Date” pursuant to the
Indenture or any supplement to the Indenture.”


 


(b) The definition of
“Lender Collateral Interest Percentage” is hereby amended by adding the
following proviso immediately prior to the end of clause (y) of such
definition:


 


“provided that if
one or more Reset Dates occur in a Monthly Period, the denominator shall be (A)
the aggregate Outstanding Balance of all Transferred Receivables other than
Specified Retailer Receivables as of the close of business on the last day of
the prior Monthly Period, for the period from and including the first day of the
current Monthly Period, to but excluding the first such Reset Date and (B) the
aggregate Outstanding Balance of all Transferred Receivables other than
Specified Retailer Receivables as of the close of business on each such Reset
Date, for the period from and including such Reset Date to the earlier of the
last day of such Monthly Period (in which case such period shall include such
day) or the next succeeding Reset Date (in which case such period shall not
include such succeeding Reset Date); and provided  further, that
notwithstanding the preceding proviso, if a Reset Date occurs during any
Monthly Period and if the Note Trust is permitted to make a single monthly
deposit to the Collection Account pursuant to Section 8.4 of the Indenture
for such Monthly Period, then the denominator for each day during such Monthly
Period shall equal the Average Principal Balance for such Monthly Period.”


 


SECTION 6.  AMENDMENTS TO INDENTURE.  Each party to this Amendment that is a party
to the Indenture agrees that the Indenture shall be amended as set forth below:


 


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(a)                                  Section 3.10(c)
of the Indenture is amended by deleting the reference to “limited liability
company agreement” where it appears in such Section and substituting the
phrase “trust agreement”.


 


(b)                                 Section 3.10(k)
of the Indenture is amended by deleting clause (i) of such Section and
substituting the following therefor:


 


“(i)(A)
the amendment is being entered into to cure any ambiguity or correct or
supplement any provision of or to add or change any provisions concerning
matters or questions raised under the Transfer Agreement, Servicing Agreement
or Trust Receivables Purchase Agreement; (B) the Rating Agency Condition is
satisfied and (C) the Transferor has delivered an Officer’s Certificate to the
Issuer certifying the amendment will not cause an Adverse Effect,”


 


SECTION 7.  EFFECTIVENESS.  The amendments set forth in Sections 2
through 6 above shall become effective as of December 22, 2003; provided
that each of the parties listed in the preamble to this Amendment shall have
executed a counterpart of this Amendment.


 


SECTION 8.  CONSENTS. To the extent that any
party hereto is required under any Securitization Document to consent to any of
the foregoing amendments, each such party hereby grants such consent.


 


SECTION 9.  BINDING EFFECT; RATIFICATION.  (a)                                                 On and
after the execution and delivery hereof, (i) this Amendment shall be a part of
each Securitization Document amended hereby and (ii) each reference in each
such amended Securitization Document to “this Agreement” or “hereof”,
“hereunder” or words of like import, and each reference in any other
Securitization Document to such amended Securitization Document, shall mean and
be a reference to such Securitization Document as amended hereby.


 


(b)                                 Except
as expressly amended hereby, the Securitization Documents shall remain in full
force and effect and are hereby ratified and confirmed by the parties hereto.


 


SECTION 10.  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; PROVIDED THAT
SECTION 5 OF THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE.


 


(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.


 


	
   

  	
  MONOGRAM CREDIT CARD BANK OF GEORGIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Donald R. Ramon

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Donald R. Ramon

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RFS HOLDING, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Principal Financial
  Officer and Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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/ Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
								



 


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  RFS FUNDING TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: General Electric Capital Corporation, not in its
  individual capacity but solely as Administrator on behalf of RFS Funding
  Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY DELAWARE,

  
	
   

  	
  as trustee for RFS Funding Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F. Frier

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Robert F. Frier

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS HOLDING, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Principal Financial
  Officer and Senior Vice

  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as

  Indenture Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F. Frier

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Robert F. Frier

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Director

  	
   

  
										



 


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  Acknowledged and
  Consented to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GENERAL ELECTRIC
  CAPITAL CORPORATION,

  	
   

  	
   

  	
   

  	
   

  
	
  as Collateral Agent and
  Operating Agent for the Lender

  	
   

  	
   

  	
   

  	
   

  
	
  under the Funding
  Agreement (as defined in the RFS

  	
   

  	
   

  	
   

  	
   

  
	
  Funding Trust Agreement

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Vice President

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 


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