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 AGREEMENTUnderwriting 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”)
RECEIVABLES SALE AGREEMENTReceivables 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”).
ADMINISTRATION AGREEMENT amongAdministration 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”).
TRANSFER AGREEMENT between RFS HOLDING, L.L.C., Transferor, and GE CAPITAL CREDIT CARD MASTER NOTE TRUST, Buyer, Dated as of September 25, 2003Transfer Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
TRANSFER AGREEMENT, dated as of September 25, 2003 (this “Agreement”), between RFS HOLDING, L.L.C., a Delaware limited liability company, as Transferor (“Transferor”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust, as Buyer (“Buyer”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT, dated as of September 25, 2003 (this “Agreement”), is executed and delivered by Edison Asset Securitization, L.L.C., as lender (the “Lender”) under the Funding Agreement referred to below, Deutsche Bank Trust Company Americas (“Deutsche Bank”), as indenture trustee under the Indenture referred to below (in such capacity, the “Indenture Trustee”) and RFS Funding Trust, a Delaware statutory trust (“RFS Funding Trust”).
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee.Indenture Security Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities
INDENTURE SECURITY AGREEMENT, dated as of September 25, 2003 (this “Agreement” or this “Indenture Security Agreement”), between RFS FUNDING TRUST, a Delaware statutory trust (the “Grantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”).
FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENTReceivables Purchase and Contribution Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities
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.
RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENTReceivables Purchase and Contribution Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 27, 2003 (this “Agreement”), between RFS HOLDING, L.L.C., a Delaware limited liability company, as Seller (“Seller”) and RFS FUNDING TRUST, a Delaware statutory trust, as Buyer (“Buyer”).
SERVICER PERFORMANCE GUARANTY Dated as of June 27, 2003 by GENERAL ELECTRIC CAPITAL CORPORATION, as Servicer Performance GuarantorServicer Performance Guaranty • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities
CUSTODY AND CONTROL AGREEMENTCustody and Control Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities
CUSTODY AND CONTROL AGREEMENT (this “Agreement”) dated as of September 25, 2003 by and among DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Custodian”), in its capacity as Custodian, GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Indenture Trustee”), in its capacity as Indenture Trustee.
RFS FUNDING TRUST AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of December 19, 2002 and amended and restated as of June 27, 2003 between RFS HOLDING, INC., a Delaware corporation, RFS HOLDING, L.L.C., a Delaware limited liability company, and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as Trustee.
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,GE Capital Credit Card Master Note Trust • May 20th, 2004 • Asset-backed securities • New York
SERIES [200 - ] INDENTURE SUPPLEMENT, dated as of [ , 200 ] (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 (the "Indenture", together with this Indenture Supplement, the “Agreement”).
GE CAPITAL CREDIT CARD MASTER NOTE TRUST TRUST AGREEMENT between RFS HOLDING, L.L.C. and THE BANK OF NEW YORK (DELAWARE), as the Trustee Dated as of September 25, 2003Trust Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities • Delaware
TRUST AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of September 25, 2003 between RFS HOLDING, L.L.C. (“RFS Holding”), a Delaware limited liability company, and THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Trustee (the “Trustee”).
SERVICING AGREEMENT Dated as of June 27, 2003 by and among RFS FUNDING TRUST, GE CAPITAL CREDIT CARD MASTER NOTE TRUST (upon its accession in accordance with the terms hereof) and MONOGRAM CREDIT CARD BANK OF GEORGIA, as ServicerServicing Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities
ADMINISTRATION AGREEMENT between RFS FUNDING TRUST GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator and DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as trustee Dated as of December 30, 2002Administration Agreement • May 20th, 2004 • GE Capital Credit Card Master Note Trust • Asset-backed securities
ADMINISTRATION AGREEMENT dated as of December 30, 2002 between RFS FUNDING TRUST, a Delaware statutory trust (the “Trust”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), a Delaware corporation, as administrator (the “Administrator”).
