Exhibit 4.1


 


DESIGNATION
OF REMOVED ACCOUNTS AND 

FIFTH AMENDMENT TO RECEIVABLES SALE AGREEMENT


 


This DESIGNATION OF REMOVED ACCOUNTS AND FIFTH
AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of December 29, 2008
(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, and the Fourth
Amendment to Receivables Sale 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 Seller wishes to designate
such Excluded Accounts as Removed Accounts for administrative convenience;


 


WHEREAS pursuant to the Agreement, Seller wishes to
remove from Buyer all Transferred Receivables owned by Buyer in the HSN
Accounts and to cause Buyer to convey the Transferred Receivables of such
Removed Accounts, whether now existing or hereafter created, from Buyer to
Monogram Credit Services, LLC (“MCS”), as the designee of Seller;


 


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


 


WHEREAS Buyer and Seller desire to amend the Agreement
as set forth herein;


 


NOW, THEREFORE, Seller 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 Designation.  Schedule 1 to this Designation, as of the
Removal Date, shall supplement Schedule 1
to the Agreement as required by Section 2.1(b) of
the Agreement.


 


3.                                       Agreement
to Convey of Transferred Receivables to Seller’s
Designee.  Buyer hereby
agrees to transfer, assign, set over and otherwise convey to MCS, 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 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.


 


(b)                                 Notwithstanding
anything to the contrary in the Agreement, Buyer and MCS, 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 MCS.


 


(c)                                  Notwithstanding
the definition of “Account Schedule” in the 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:


 


(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 


 




	
   

  	
   

  	
  HSN
  Designation and Fifth 

  Amendment to Receivables Sale

  Agreement

  






 

















 


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 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:
  President

  



 

















 


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 [                                                                                               ]
(this “Assignment”), is entered into between MONOGRAM CREDIT SERVICES,
LLC, a limited liability company organized under the laws of the State of
Delaware (“MCS”), 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, and the Designation of Removed Accounts and Fifth Amendment to
Receivables Sale Agreement, dated as of December 29, 2008 (as amended, the
“Agreement”);


 


WHEREAS GEMB has designated all Accounts relating to
the HSN Retailers (the “Removed Accounts”) as “Removed Accounts” under
the Agreement pursuant to the Designation of Removed Accounts and Fifth
Amendment to Receivables Sale Agreement, dated as of December 29, 2008
(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 MCS, as the designee of GEMB; and


 


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


 


NOW, THEREFORE, MCS 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
MCS 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 MCS,
without representation, warranty or recourse, and MCS does hereby purchase and
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 MCS 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 MCS in the Conveyed Property.


 


(c)                                  On
the Removal Date, MCS shall pay to RFSHL in immediately available funds, the
price determined in accordance with Section 6.1(e) of the Agreement
(the “Purchase Price”).


 


3.                                       Representations and Warranties.  Each of MCS 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 MCS shall have
executed a counterpart of this Assignment.


 


5.                                       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, MCS
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 MCS’s right to pursue any other creditor rights or
remedies that MCS may have under any applicable law.  The agreements and obligations of MCS 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:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONOGRAM CREDIT
  SERVICES, LLC 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: