SECOND AMENDMENT TO TRANSFER AGREEMENT

Exhibit 4.3

SECOND AMENDMENT TO TRANSFER AGREEMENT

This SECOND AMENDMENT TO TRANSFER AGREEMENT, dated as of June 17, 2004 (this “Amendment”), is entered into among: (i) RFS Holding, L.L.C., a Delaware limited liability company (“Seller”); and (ii) GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“Buyer”).

BACKGROUND

1. Seller and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003, and as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among Seller, Buyer and certain other parties (the “Transfer Agreement”).

2. Buyer and Seller desire to amend the Transfer Agreement as set forth herein.

AMENDMENTS

The parties hereto agree as follows:

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 Transfer Agreement as amended hereby.

SECTION 2.  AMENDMENTS TO TRANSFER AGREEMENT.  The Transfer Agreement shall be amended as set forth below:

(a) The definition of “Note Trust Principal Balance” is amended by deleting clause (a) of such definition and substituting the following therefor: “(a) the Aggregate Principal Receivables (calculated without subtraction of Specified Retailer Receivables)”.

(b) The definition of “Free Equity Amount” is amended in its entirety to read as follows:

““Free Equity Amount” means, at any time, the sum of (a) the excess, if any, of the Note Trust Principal Balance at such time over the sum of the Collateral Amounts at such time for all outstanding series of Notes, plus (b) the funds on deposit in any Trust Account (as defined in the Indenture) that will be applied to pay the principal amount of the Notes of any Series on the following Payment Date, but only to the extent not deducted for purposes of determining the Collateral Amount at such time for any Series of Notes.”

SECTION 3.  EFFECTIVENESS.  This Amendment shall become effective as of the date first written above; provided that (i) Buyer and Seller shall have executed a counterpart of this Amendment, and (ii) the holders of 66 2/3% of the Outstanding Principal Balance of the Notes of each Series shall have consented to this amendment.

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SECTION 4.  BINDING EFFECT; RATIFICATION.  (a)    On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Transfer Agreement and (ii) each reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such Transfer Agreement as amended hereby.

(b) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 5.  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.

(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.

	RFS HOLDING, L.L.C.
	By:						/s/ Xxxx X. Xxxxxx
	Name:						Xxxx X. Xxxxxx
	Title:						Chief Financial Officer and Principal
							Financial Officer
	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/ Xxxx X. Xxxxxx
	Name:						Xxxx X. Xxxxxx
	Title:						Vice President

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