GE Capital Credit Card Master Note Trust Sample Contracts

ISDA®
2002 Master Agreement • September 28th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities

SWISS RE FINANCIAL PRODUCTS CORPORATION (“Party A”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

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RFS HOLDING, L.L.C. SYNCHRONY CREDIT CARD MASTER NOTE TRUST SERIES 2018-2 ASSET BACKED NOTES $600,000,000 Class A Notes $57,534,246 Class B Notes $49,315,069 Class C Notes UNDERWRITING AGREEMENT
Underwriting Agreement • May 23rd, 2018 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003, as amended by the first amendment to trust agreement, dated as of January 21, 2014, the second amendment to trust agreement, dated as of September 8, 2014, and the third amendment to trust agreement, dated as of April 21, 2017 (as amended, the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003, as amended by the filing of a certificate of amendment with the Secretary of State of Delaware on September 8, 2014. The Offered Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008, August 7, 2009, January 21, 2014, March 11, 2014, November 24, 2015, March 3, 2016, and April 21, 2017 (t

International Swaps and Derivatives Association, Inc. dated as of March 29, 2007
Master Agreement • April 4th, 2007 • GE Capital Credit Card Master Note Trust • Asset-backed securities

ABN AMRO BANK N.V. and GE CAPITAL CREDIT CARD MASTER NOTE TRUST have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
GE Capital Credit Card Master Note Trust • March 21st, 2013 • Asset-backed securities • New York

SERIES 2013-1 INDENTURE SUPPLEMENT, dated as of March 26, 2013 (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee,

GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer And DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Form of Series 2010-3 INDENTURE SUPPLEMENT Dated as of June 24, 2010
GE Capital Credit Card Master Note Trust • June 21st, 2010 • Asset-backed securities • New York

SERIES 2010-3 INDENTURE SUPPLEMENT, dated as of June 24, 2010 (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 between the Issuer and

SCHEDULE to the Master Agreement
Master Agreement • July 3rd, 2007 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
GE Capital Credit Card Master Note Trust • May 16th, 2012 • Asset-backed securities • New York

SERIES 20[ ]-[ ] INDENTURE SUPPLEMENT, dated as of [ ], 20[ ] (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee,

RFS HOLDING, L.L.C GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES 2009-4 ASSET BACKED NOTES $475,000,000 Class A Notes UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2009 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003 (the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003. The Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008 and August 7, 2009 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2009-4 Indenture Supplement with respect to the Notes, to be dated on or about November 24, 2009 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”).

SYNCHRONY CREDIT CARD MASTER NOTE TRUST,
Synchrony Credit Card Master Note Trust • November 3rd, 2017 • Asset-backed securities • New York

SERIES 2017-2 INDENTURE SUPPLEMENT, dated as of November 2, 2017 (this “Indenture Supplement”), between SYNCHRONY CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc. and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee

RFS HOLDING, L.L.C GE CAPITAL CREDIT CARD MASTER NOTE TRUST $[ ] Class A Asset- Backed Notes $[ ] Class B Asset-Backed Notes $[ ] Class C Asset-Backed Notes UNDERWRITING AGREEMENT
Underwriting Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

[ ], Acting on behalf of itself and as the Representative of the Several Underwriters named in Schedule I hereto (the “Representative”)

SECOND AMENDED & RESTATED SUB-SERVICING AGREEMENT Between Synchrony Bank And Synchrony Financial
Sub-Servicing Agreement • March 30th, 2022 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York

This Second Amended and Restated Sub-Servicing Agreement (this “Agreement”) is effective as of January 1, 2022 (the “Effective Date”) and is entered into by Synchrony Bank, a federal savings bank organized under the laws of the United States with offices at 170 West Election Road, Suite 125 Draper, Utah 84020 (the “Service Provider”) and Synchrony Financial, a company incorporated under the laws of the State of Delaware, United States of America with offices at 777 Long Ridge Road, Stamford, CT 06927 (the “Service Recipient”) (Service Provider and Service Recipient are collectively referred to as the “Parties” and each a “Party”).

ELEVENTH AMENDMENT TO TRANSFER AGREEMENT
Transfer Agreement • March 7th, 2016 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York

This ELEVENTH AMENDMENT TO TRANSFER AGREEMENT, dated as of March 3, 2016 (this “Amendment”), 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 SYNCHRONY CREDIT CARD MASTER NOTE TRUST (formerly known as GE Capital Credit Card Master Note Trust, the “Buyer”), pursuant to the Transfer Agreement referred to below.

RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

RECEIVABLES SALE AGREEMENT, dated as of June 27, 2003 (this “Agreement”), between MONOGRAM CREDIT CARD BANK OF GEORGIA, a bank organized under the laws of the state of Georgia, as Seller (“Seller”) and RFS HOLDING, L.L.C., a Delaware limited liability company, as Buyer (“Buyer”).

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
GE Capital Credit Card Master Note Trust • January 26th, 2012 • Asset-backed securities • New York

SERIES 2012-1 INDENTURE SUPPLEMENT, dated as of January 25, 2012 (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Truste

CONFIRMATION
GE Capital Credit Card Master Note Trust • April 4th, 2007 • Asset-backed securities

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of March 29, 2007, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.

ISDA® International Swaps and Derivatives Association, Inc. NOVATION AGREEMENT dated as of September 1, 2010 among: GE CAPITAL CREDIT CARD MASTER NOTE TRUST (the “Remaining Party”), THE ROYAL BANK OF SCOTLAND N.V. (the “Transferor”) and THE ROYAL BANK...
Novation Agreement • September 7th, 2010 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

The parent group of the Transferee has agreed, pursuant to a separate agreement, to purchase the wholesale businesses of the Transferor. The Transferor and the Remaining Party have entered into one or more Transactions as identified in Exhibit 1 (each an “Old Transaction”), each evidenced by a Confirmation which, for the avoidance of doubt, shall include, without limitation, any master confirmation agreement or long-form confirmation which may or may not reference a master agreement (an “Old Confirmation”) subject to a 2002 ISDA Master Agreement dated as of March 29, 2007 (the “Old Agreement”). Pursuant to the terms of this Novation Agreement (the “Agreement”), the Remaining Party and the Transferee have entered into a New Agreement (as defined below).

CONFIRMATION
GE Capital Credit Card Master Note Trust • September 28th, 2004 • Asset-backed securities

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 22, 2004, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.

RFS HOLDING, L.L.C. GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES 2012-7 ASSET BACKED NOTES $500,000,000 Class A Notes $63,091,483 Class B Notes UNDERWRITING AGREEMENT
Assignment Agreement • October 11th, 2012 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003 (the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003. The Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008 and August 7, 2009 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2012-7 Indenture Supplement with respect to the Notes, to be dated on or about October 17, 2012 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”).

SCHEDULE to the 2002 Master Agreement dated as of September 22, 2004 between SWISS RE FINANCIAL PRODUCTS CORPORATION (“Party A”)
2002 Master Agreement • September 28th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

The only Transaction that will be governed by the terms of this Agreement will be the Class C Swap (as defined in the Indenture Supplement) as documented in the Confirmation, dated as of the date hereof. Reference to “Transactions” or “Transaction” shall be deemed to be reference to the Class C Swap.

Swiss Reinsurance Company Mythenquai 50/60 Switzerland Telephone 043 285 2121 Fax 043 285 2999
GE Capital Credit Card Master Note Trust • September 28th, 2004 • Asset-backed securities
CONFIRMATION
GE Capital Credit Card Master Note Trust • July 2nd, 2004 • Asset-backed securities

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 23, 2004, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.

TENTH AMENDMENT TO MASTER INDENTURE
Master Indenture • March 7th, 2016 • Synchrony Credit Card Master Note Trust • Asset-backed securities • Delaware

This TENTH AMENDMENT TO MASTER INDENTURE, dated as of March 3, 2016 (this “Amendment”), is entered into between: (i) Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), a Delaware statutory trust (the “Issuer”); and (ii) Deutsche Bank Trust Company Americas, as indenture trustee under the Master Indenture referred to below (in such capacity, the “Indenture Trustee”).

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RFS HOLDING, L.L.C. SYNCHRONY CREDIT CARD MASTER NOTE TRUST SERIES 20[ ]-[ ] ASSET BACKED NOTES $[ ] Class A Notes $[ ] Class B Notes $[ ] Class C Notes $[ ] Class D Notes [FORM OF] UNDERWRITING AGREEMENT
Servicing Agreement • February 22nd, 2019 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003, as amended by the first amendment to trust agreement, dated as of January 21, 2014, the second amendment to trust agreement, dated as of September 8, 2014, and the third amendment to trust agreement, dated as of April 21, 2017 (as amended, the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003, as amended by the filing of a certificate of amendment with the Secretary of State of Delaware on September 8, 2014. The Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008, August 7, 2009, January 21, 2014, March 11, 2014, November 24, 2015, March 3, 2016 and April 21, 2017 (the “Maste

SCHEDULE to the Master Agreement
Master Agreement • April 4th, 2007 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
SCHEDULE to the Master Agreement
Master Agreement • October 2nd, 2006 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
GE Capital Credit Card Master Note Trust • June 26th, 2012 • Asset-backed securities • New York

SERIES 2012-4 INDENTURE SUPPLEMENT, dated as of June 20, 2012 (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee,

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
GE Capital Credit Card Master Note Trust • July 3rd, 2007 • Asset-backed securities • New York

SERIES 2007-4 INDENTURE SUPPLEMENT, dated as of June 28, 2007 (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 between the Issuer and

SYNCHRONY CREDIT CARD MASTER NOTE TRUST,
Synchrony Credit Card Master Note Trust • February 22nd, 2019 • Asset-backed securities • New York

SERIES 20[●]-[●] INDENTURE SUPPLEMENT, dated as of [●], 20[●] (this “Indenture Supplement”), between SYNCHRONY CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as custodian (herein, in such capacity, the “Custodian”) and as indenture trustee (herein, in such capacity, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc. and the Indenture Trustee, as further amended by the Second Amendment to Master Indent

CONFIRMATION
GE Capital Credit Card Master Note Trust • October 2nd, 2006 • Asset-backed securities

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 27, 2006, as amended or supplemented from time to time (the “Master Agreement”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.

FORM OF] ELEVENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • February 19th, 2016 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York

This ELEVENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of [●], 2015 (this “Amendment”), is entered into among SYNCHRONY BANK, a federal savings association organized under the laws of the United States (“Bank”), PLT HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware (“PLT Holding”), RFS HOLDING, INC., a corporation organized under the laws of the State of Delaware (“RFS Inc.”), 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.

SUPPLEMENT NO. 1 TO SERIES 2010-2 INDENTURE SUPPLEMENT
GE Capital Credit Card Master Note Trust • November 27th, 2012 • Asset-backed securities

This SUPPLEMENT NO. 1 TO SERIES 2010-2 INDENTURE SUPPLEMENT, dated as of November 27, 2012 (this “Supplement”) is entered into between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).

ADMINISTRATION AGREEMENT among
Administration Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities

ADMINISTRATION AGREEMENT dated as of September 25, 2003, among GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (the “Trust”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrator (the “Administrator”) and The Bank of New York (Delaware), as Trustee (“Trustee”).

SECOND AMENDMENT TO TRANSFER AGREEMENT
Transfer Agreement • July 2nd, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

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”).

THIRD AMENDMENT TO TRANSFER AGREEMENT
Transfer Agreement • November 24th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York

This THIRD AMENDMENT TO TRANSFER AGREEMENT, dated as of November 21, 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”).

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
GE Capital Credit Card Master Note Trust • July 2nd, 2004 • Asset-backed securities • New York

SERIES 2004-1 INDENTURE SUPPLEMENT, dated as of June 23, 2004 (the “Indenture Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, between the Transferor, RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 between the Issuer an

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