RFS HOLDING, L.L.C GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES 2006-1 ASSET BACKED NOTES $812,500,000 Class A Notes $ 92,500,000 Class B Notes $ 65,000,000 Class C Notes UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2006 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
each acting on behalf of itself and as Representative of the several Underwriters named in Schedule A hereto (together, the “Representatives”)
dated as of September 27, 2006Master Agreement • October 2nd, 2006 • GE Capital Credit Card Master Note Trust • Asset-backed securities
BANK OF AMERICA 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”.
SCHEDULE to the Master AgreementMaster Agreement • October 2nd, 2006 • GE Capital Credit Card Master Note Trust • Asset-backed securities • New York
CONFIRMATIONGE 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.
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,GE Capital Credit Card Master Note Trust • October 2nd, 2006 • Asset-backed securities • New York
SERIES 2006-1 INDENTURE SUPPLEMENT, dated as of September 27, 2006 (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 Issue
