EXHIBIT 4.11


 


FIRST
AMENDMENT TO THE RECEIVABLES PURCHASE AND

CONTRIBUTION AGREEMENT


 


This FIRST
AMENDMENT, dated as of September 25, 2003 (this “Amendment”) is
between RFS HOLDING, L.L.C., a Delaware limited liability company (“Seller”)
and RFS FUNDING TRUST, a Delaware statutory trust (“Buyer”) to the
Receivables Purchase and Contribution Agreement, dated as of June 27, 2003
(as may be further amended or modified from time to time, the “Receivables
Purchase Agreement”), between Seller and Buyer.


 


PRELIMINARY
STATEMENTS


 


1.                                       Seller
and Buyer desire to amend certain provisions of the Receivables Purchase
Agreement.


 


2.                                       In
consideration of the foregoing, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
such parties hereby agree as follows:


 


AMENDMENTS


 


SECTION 1.  Amendments to the Receivables Purchase
Agreement.  The Receivables Purchase
Agreement is hereby amended as follows:


 


(a)                                  Section 1.1 is hereby amended as
follows:


 


(i)                                     The
definition of “Daily Sale Commencement Date” is hereby amended and
restated as follows:


 


““Daily Sale
Commencement Date” means the date on which the first series of publically
offered Notes is issued or such earlier date as may be agreed upon between
Buyer and Seller.”


 


(ii)                                  The
definition of “Gross Principal Balance”
is hereby deleted in its entirety.


 


(b)                                 The
first sentence of Section 2.8(b) is hereby amended and restated as
follows:


 


“The portion of the
Principal Receivables arising in Accounts relating to any Retailer as to which
a Discount Percentage is in effect that shall be recharacterized as Finance
Charge Receivables shall equal the product of (x) an amount equal to the
aggregate Outstanding Balance of such Principal Receivables (before giving effect
to the recharacterization) and (y) a fraction the numerator of which is the
Discount Option Receivables relating to such Retailer and the denominator of
which is the aggregate Outstanding Balance of all Principal Receivables for
such Retailer (before giving effect to the recharacterization for such
Retailer.”


 

















 


(c)                                  Section 2.8(c)
is hereby amended and restated as follows:


 


“Notwithstanding clause
(b), the portion of  Collections of
Principal Receivables arising in Accounts relating to any Retailer as to which
a Discount Percentage is in effect that shall be recharacterized as Collections
of Finance Charge Receivables (“Discount Option Receivables Collections”)
shall equal, on any Date of Processing on and after the date on which Seller’s
exercise of its discount option for such Retailer takes effect, the product of
(a) a fraction the numerator of which is the amount of the Discount Option
Receivables relating to such Retailer and the denominator of which is the
aggregate Outstanding Balance of all Principal Receivables for such Retailer
(before giving effect to the recharacterization), in each case (for both
numerator and denominator) as most recently determined pursuant to clause (b)
and (b) Collections of Principal Receivables relating to such Retailer (before
giving effect to the recharacterization) received on such Date of Processing.”


 


SECTION 2.  Representations and Warranties.  In order to induce the parties hereto to
enter into this Amendment, each party hereto represents and warrants unto the
other party hereto as set forth in this Section 3:


 


(a)                                  The
execution, delivery and performance by such party of this Amendment are within
its powers, have been duly authorized by all necessary action, and do not:  (i) contravene its organizational documents
or (ii) contravene any contractual restriction, law or governmental regulation
or court decree or order being on or affecting it.


 


(b)                                 This
amendment constitution the legal, valid and binding obligation of such party
enforceable against such party in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditor’s rights
and general equitable principles.


 


SECTION 3.  Binding Effect; Ratification.


 


(a)                                  This
amendment shall become effective, as of the date first set forth above, when
counterparts hereof shall have been executed and delivered by the parties
hereto.


 


(b)                                 When
the condition set forth in Section 3(a) above has been satisfied,
(i) this Amendment shall become part of the Receivables Purchase Agreement and (ii)
each reference in the Receivables Purchase Agreement to “this Agreement” or
“hereof”, “hereunder” or words of like import, and each reference in any other
Related Document (as defined in the Receivables Purchase Agreement) to the
Receivables Purchase Agreement shall mean and be a reference to the Receivables
Purchase Agreement as amended hereby.


 


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SECTION 4.  Miscellaneous.


 


(a)                                  THIS
AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARDING TO THE CONFLICT OF LAW PROVISIONS THEREOF)
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


(b)                                 Headings
used herein are for convenience of reference only and shall not affect the
meanings of this Amendment.


 


(c)                                  This
Amendment may be executed in any number of counterparts, and by parties hereto
on separate counterparts, each of which shall be an original and all of which
take together shall constitute one and the same agreement.


 


(d)                                 Executed
counterparts may be delivered electronically


 


(e)                                  Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by Deutsche Bank Trust Company Delaware, not in its individual
capacity but solely in its capacity as owner trustee of Buyer, and in no event
shall Deutsche Bank Trust Company Delaware, in its individual capacity, or any
beneficial owner of Buyer have any liability for the representations,
warranties, covenants, agreements or other obligations of Buyer hereunder, as
to all of which recourse shall be had solely to the assets of Buyer.  For all purposes of this Amendment, in the
performance of any duties or obligations of Buyer hereunder, Deutsche Bank
Trust Company Delaware shall be subject to, and entitled to the benefits of,
the terms and provisions of Article VII of the Trust Agreement (as defined
in the Receivables Purchase Agreement).


 


[Signature Pages Follow]


 


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IN WITNESS WHEREOF,
Seller and Buyer have caused this Amendment to be duly executed by their
respective officers as of the day and year first above written.


 


	
   

  	
  RFS FUNDING TRUST, Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely
  as Trustee on behalf of the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Susan Barstock

  
	
   

  	
   

  	
  Name:

  	
  Susan Barstock

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


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  RFS HOLDING, L.L.C., as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Iain J. Mackay

  
	
   

  	
   

  	
  Name:

  	
  Iain J. Mackay

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer and Manager

  
						



 


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