Exhibit 4.2


 


REASSIGNMENT
OF RECEIVABLES IN REMOVED ACCOUNTS AND 

SEVENTH AMENDMENT TO TRANSFER AGREEMENT


 


This REASSIGNMENT No. 3 OF RECEIVABLES IN REMOVED
ACCOUNTS AND SEVENTH AMENDMENT TO TRANSFER AGREEMENT, dated as of December 29,
2008 (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, and the Sixth Amendment to Transfer Agreement, dated as of May 21,
2008 (as amended, the “Agreement”);


 


WHEREAS the Accounts, other than the Excluded Accounts
(as defined below), relating to the HSN Retailers (the “HSN Accounts”)
have been designated for purchase by the HSN Retailers pursuant to the terms of
the related Credit Card Program Agreement;


 


WHEREAS charged-off accounts and certain other
categories of the HSN Accounts are not eligible for purchase by the HSN
Retailers (the “Excluded Accounts”); however the Transferor wishes to
designate such Excluded Accounts as Removed Accounts for administrative
convenience;


 


WHEREAS pursuant to the Agreement, Transferor wishes
to remove from Buyer all Transferred Receivables owned by Buyer in the HSN
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
Agreement as set forth herein;


 


NOW, THEREFORE, Transferor and Buyer 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.


 

















 


“Removal Date”
means, with respect to the Removed Accounts designated hereby, December 29,
2008.


 


“Removal Cut-Off Date”
means, with respect to the Removed Accounts, December 28, 2008.


 


2.                                       Designation
of Removed Accounts.  All HSN
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 Agreement as required
by Section 2.1(c) of
the 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 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.                                       Amendments to
Transfer Agreement.  (a)                      The first sentence of Section 6.1(a)(ii) shall
be amended by deleting the phrase “and such location and address have not
changed within the past 12 months”;


 


(b)                                 Section 7.6 shall be amended by adding the following
sentence at the end thereof:


 


“Notwithstanding any other provision of this Section 7.6,
Schedule 6.1(a) shall be automatically amended upon delivery by
Transferor to Buyer of an updated Schedule 6.1(a).”; and


 


(c)                                  Schedule 6.1(a) shall be amended in its entirety to
read as set forth on Schedule 6.1(a) to this Reassignment.


 


(d)                                 Notwithstanding anything to the contrary
in Section 2.7 of the Agreement, the removal of the Excluded Accounts
shall be deemed to be an Involuntary Removal.


 


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


 




	
   

  	
   

  	
  HSN
  Reassignment and Seventh 

  Amendment to Transfer Agreement

  






 

















 


(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);


 


(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; and


 


(c)                                  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 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 Amendment shall be a part of the Agreement
and (ii) each reference in the Agreement to “this
Agreement”, “hereof”, “hereunder” or words of like import, and each reference
in any other Related Document to the Agreement, shall mean and be a reference
to such Agreement as amended hereby.


 


(b)                                 Except as expressly amended hereby, the
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.]


 





















 


Schedule 6.1(a)


 


TRANSFEROR’S
UCC INFORMATION


 


Legal Name


 


                                                RFS Holding, L.L.C.


 


Jurisdiction of Organization


 


                                                Delaware


 


Address of Chief Executive Office


 


                                                777 Long Ridge Road, Building B, 3rd Floor


                                                Stamford, CT  06927


 


Federal
Employer Identification Number


 


                                                20-0268039


 


Organizational
Identification Number


 


                                                3605178