ISDA®2002 Master Agreement • July 6th, 2005 • RFS Holding LLC • Asset-backed securities
ABN AMRO BANK N.V. (“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”.
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,RFS Holding LLC • July 6th, 2005 • Asset-backed securities • New York
SERIES 2005-2 INDENTURE SUPPLEMENT, dated as of June 30, 2005 (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, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 between the Issue
RFS HOLDING, L.L.C GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES 2005-2 ASSET BACKED NOTES $790,000,000 Class A Notes $110,000,000 Class B Notes $52,500,000 Class C Notes UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2005 • RFS Holding LLC • Asset-backed securities • New York
each acting on behalf of itself and as the Representatives of the several Underwriters named in Schedule A hereto (together, the “Representatives”)
SCHEDULE to the Master Agreement dated as of June 30, 2005 between ABN AMRO BANK N.V. (“Party A”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”)Master Agreement • July 6th, 2005 • RFS Holding LLC • Asset-backed securities • New York
CONFIRMATIONRFS Holding LLC • July 6th, 2005 • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 30, 2005, 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.
SCHEDULE to the 2002 Master Agreement dated as of June 30, 2005 between ABN AMRO BANK N.V. (“Party A”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”) Part 1 Termination ProvisionsRFS Holding LLC • July 6th, 2005 • 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.
CONFIRMATIONRFS Holding LLC • July 6th, 2005 • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 30, 2005, 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.
SCHEDULE to the 2002 Master Agreement dated as of June 30, 2005 between ABN AMRO BANK N.V. (“Party A”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”) Part 1 Termination Provisions2002 Master Agreement • July 6th, 2005 • RFS Holding LLC • Asset-backed securities • New York
The only Transaction that will be governed by the terms of this Agreement will be the Class B 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 B Swap.
