EXHIBIT 4.1

THIRD AMENDMENT TO MASTER INDENTURE

This THIRD AMENDMENT TO MASTER INDENTURE, dated as of August 31, 2006 (this “ Amendment ”), is entered into between:  (i) 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 Indenture referred to below (in such capacity, the “ Indenture Trustee ”).

BACKGROUND

1.             The Indenture Trustee and the Issuer are parties to the Master Indenture, 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 the Indenture Trustee, the Issuer and certain other parties, and the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee (the “ Indenture ”).

2.             The Indenture Trustee and the Issuer desire to amend the Indenture 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 Indenture as amended hereby.

SECTION 2.  AMENDMENTS TO INDENTURE .  The Indenture shall be amended as set forth below:

(a)           Section 8.4(a) is amended by deleting the reference to “Transfer Date” where it appears at the end of the first sentence of the second paragraph of Section 8.4(a), and substituting therefor a reference to “Payment Date”.

(b)           Article VI of the Indenture is hereby amended by adding the following new section at the end thereof:

“SECTION 6.17.  Information to Be Provided by the Indenture Trustee .

(a)           It is agreed and acknowledged that the purpose of this Section 6.17 is to facilitate compliance by the Transferor and the Issuer with the provisions of Regulation AB under the Securities Act and the Securities Exchange Act (“ Regulation AB ”) and related rules and regulations of the Commission.  Neither the Transferor nor the Issuer shall exercise its right to request delivery of information or other performance under this Section 6.17 other than in good faith, or for purposes other than the Issuer’s or the Transferor’s compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the

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Commission thereunder (or to provide disclosure related to a private offering comparable to that required under the Securities Act).  The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Transferor or the Issuer for information regarding the Indenture Trustee, including but not limited to, information which is required in order to enable the Transferor and the Issuer to comply with Items 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under the Indenture or any Indenture Supplement.

(b)           The Indenture Trustee shall be deemed to represent to the Transferor and the Issuer, as of the date on which information is provided to Transferor pursuant to this Section 6.17 , except as disclosed in writing to the Transferor prior to such date that:  (i) none of the execution or the delivery by the Indenture Trustee of this Indenture or any Indenture Supplement, the performance by the Indenture Trustee of its obligations under this Indenture or any Indenture Supplement nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, cause the Indenture Trustee to be in violation of (x) any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any Indenture Supplement, or (y) of any judgment or order applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened against the Indenture Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the Noteholders of any Series or the right, power and authority of the Indenture Trustee to enter into this Indenture or any Indenture Supplement or to perform its obligations under this Indenture or any Indenture Supplement.

(c)           For so long as the Issuer is required to report under the Securities Exchange Act, the Indenture Trustee shall: (i) on or before the fifth Business Day of each month, provide to the Issuer, in writing, such information regarding the Indenture Trustee as is requested in writing by the Issuer for the purpose of compliance with Item 1117 of Regulation AB; provided , however , that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to the Issuer, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such updated information.

(d)           As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, commencing in 2007, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor reports regarding the assessment by the Indenture

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Trustee (if so requested by the Transferor) of compliance to servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB.  Such reports shall be signed by an authorized officer of the Indenture Trustee and shall address each of the servicing criteria specified in Exhibit B or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee.

(e)           As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, commencing in 2007, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.  Such attestation shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board and in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act.

(f)            As soon as available but no later than March 15 of each calendar year for so long as the Issuer is required to report under the Securities Exchange Act, commencing in 2007, the Indenture Trustee shall (if requested in writing by the Transferor in order to comply with Item 1122 of Regulation AB) deliver to the Transferor and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) (a “ Sarbanes Certification ”) on behalf of the Issuer or the Transferor a certification substantially in the form attached hereto as Exhibit C or such form as mutually agreed upon by the Transferor and the Indenture Trustee.  The Indenture Trustee acknowledges that the parties identified in this Section 6.17(f) may rely on the certification provided by the Indenture Trustee hereunder in signing a Sarbanes Certification and filing such with the Commission.”

(c)           The Indenture is hereby amended by adding a new Exhibit B thereto in the form set forth in Exhibit B hereto.

(d)           The Indenture is hereby amended by adding a new Exhibit C thereto in the form set forth in Exhibit C hereto.

SECTION 3.  EFFECTIVENESS .  This Amendment shall become effective as of the date first written above; provided that (i) each of the Indenture Trustee and the Issuer shall have executed a counterpart of this Amendment, (ii) the Rating Agency Condition shall have been satisfied, and (iii) the Issuer shall have delivered to the Indenture Trustee (x) an Officer’s Certificate to the effect that all requirements for such Amendment contained in the Indenture have been met and the Issuer reasonably believes that such action will not result in an Adverse Effect and (y) a Tax Opinion.

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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 Indenture and (ii) each reference in the Indenture to “this Agreement”, “this Indenture”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Indenture, shall mean and be a reference to such Indenture as amended hereby.

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

SECTION 5.  MISCELLANEOUS .  (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARDING TO THE CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(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.

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST
	By: The Bank of New York (Delaware), not in its individual
	capacity but solely on behalf of the Issuer
	By:	/s/ Kristine K. Gullo
	Name: Kristine K. Gullo
	Title: Vice President

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	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Indenture Trustee
	By:	/s/ Michele H.Y. Voon
	Name:  Michele H.Y. Voon
	Title:  Assistant Vice President
	By:	/s/ Louis Bodi
	Name:  Louis Bodi
	Title:  Vice President

 

 

EXHIBIT B

SERVICING CRITERIA TO BE
ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

				Applicable Servicing
Servicing Criteria				Criteria
Reference		Criteria
		General Servicing Considerations
1122(d)(1)(i)		Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)		If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)		Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
1122(d)(1)(iv)		A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
		Cash Collection and Administration
1122(d)(2)(i)		Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)		Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.		ü
1122(d)(2)(iii)		Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)		The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.		ü
1122(d)(2)(v)		Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)		Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)		Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

 

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Servicing Criteria				Applicable Servicing Criteria
Reference		Criteria
		Investor Remittances and Reporting
1122(d)(3)(i)		Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.
1122(d)(3)(ii)		Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.		ü
1122(d)(3)(iii)		Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)		Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
		Pool Asset Administration
1122(d)(4)(i)		Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)		Pool assets and related documents are safeguarded as required by the transaction agreements.
1122(d)(4)(iii)		Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)		Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)		The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)		Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)		Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)		Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)		Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.

 

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Servicing Criteria				Applicable Servicing Criteria
Reference		Criteria
1122(d)(4)(x)		Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)		Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)		Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)		Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)		Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)		Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

 

EXHIBIT C

FORM OF ANNUAL CERTIFICATION OF
THE INDENTURE TRUSTEE

Re:                                GE CAPITAL CREDIT CARD MASTER NOTE TRUST

Dated:___________________

Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “ Indenture Trustee ”), certifies to RFS Holding, L.L.C. (the “ Transferor ”), its officers  and GE Capital Credit Card Master Note Trust (the “ Issuer ”), with the knowledge and intent that they will rely upon this certification, that:

(1)           It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “ Securities Exchange Act ”) and Item 1122 of Regulation AB (the “ Servicing Assessment ”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act and Section 1122(b) of Regulation AB (the “ Attestation Report ”) that were delivered by the Indenture Trustee to the Transferor pursuant to the Master Indenture dated as of September 25, 2003 (as amended, supplemented or otherwise modified from time to time, the “ Master Indenture ”), by and between the Issuer and the Indenture Trustee (collectively, the “ Indenture Trustee Information ”) (in making such statement, the Indenture Trustee makes no representation or warranty as to any information prepared or provided to it by a third person and upon which it relied in preparing our information);

(2)           To the best of its knowledge, the Indenture Trustee Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Indenture Trustee Information; and

(3)           To the best of its knowledge, all of the Indenture Trustee Information required to be provided by the Indenture Trustee under the Master Indenture has been provided to the Transferor.

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	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
	By:
	Name:
	Title:

 

 

EXHIBIT 4.2

FOURTH AMENDMENT TO TRANSFER AGREEMENT

This FOURTH AMENDMENT TO TRANSFER AGREEMENT, dated as of August 31, 2006 (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, the Second Amendment to Transfer Agreement, dated as of June 17, 2004 and the Third Amendment to Transfer Agreement, dated as of November 21, 2004 (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.  AMENDMENT TO TRANSFER AGREEMENT .  The Transfer Agreement shall be amended as follows:

(a)  The definition of “Account Schedule” in Section 1.1 shall be amended by deleting the words “Removal Notice Date” in clause (ii) of such definition and substituting therefor the words “Removal Cut-Off Date.”

(b)  Section 1.1 shall be amended by adding the following definition in appropriate alphabetical order:

“Removal Cut-Off Date” means the date as of which any credit card accounts are designated for removal in accordance with Section 2.7.

(c)  Section 2.7(d) is amended in its entirety to read as follows:

“(d)                Transferor may from time to time, at its option, by notice to Buyer, designate as a Removed Account any Account (each, an “Inactive Account”) that either (i) has had a zero balance and on which no charges have been made, in each case for at least the preceding 12 months or (ii) the Obligor of which has agreed to

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open a credit card account in a related Dual Card Program in substitution for such Account, provided that the balance of such Account is zero or has been reduced to zero in connection with a balance transfer to the related credit card opened in the Dual Card Program.”

(d)  Section 7.13(c) is amended by deleting the reference to Addition Cut-Off Date where it appears therein and substituting therefor a reference to “Addition Date.”

(e)  Exhibit B to the Transfer Agreement is deleted and is replaced with Exhibit B attached to this Amendment.

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, (ii) the Rating Agency Condition shall have been satisfied and (iii) the Transferor shall have delivered an Officer’s Certificate to the Issuer certifying that this amendment will not cause an Adverse Effect.

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/ Robert C. Green
	Name: Robert C. Green
	Title: Chief Financial Officer
	GE CAPITAL CREDIT CARD MASTER NOTE TRUST
	The Bank of New York (Delaware), not in its individual capacity, but solely as Trustee
	By:	/s/ Kristine K. Gullo
	Name: Kristine K. Gullo
	Title: Vice President

 

 

EXHIBIT B

FORM OF REASSIGNMENT OF RECEIVABLES
IN REMOVED ACCOUNTS

(As required by Section 2.7 of the Transfer Agreement)

REASSIGNMENT No. _______ OF RECEIVABLES IN REMOVED ACCOUNTS dated as of _________, 20[__], by and among RFS HOLDING, LLC, a limited liability company organized under the laws of the State of Delaware, as Transferor (the “ Transferor ”), and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (the “ Buyer ”), pursuant to the Transfer Agreement referred to below.

WITNESSETH:

WHEREAS Transferor and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003 (as it may be amended and supplemented from time to time the “ Agreement ”);

WHEREAS pursuant to the Agreement, Transferor wishes to remove from Buyer all Transferred Receivables owned by Buyer in certain designated Accounts and to cause Buyer to reconvey the Transferred Receivables of such Removed Accounts, whether now existing or hereafter created, from Buyer to Transferor; and

WHEREAS Buyer is willing to accept such designation and to reconvey the Transferred Receivables in the Removed Accounts subject to the terms and conditions hereof;

NOW, THEREFORE, Transferor and Buyer hereby agree as follows:

1.              Defined Terms .  All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

“ Removal Date ” means, with respect to the Removed Accounts designated hereby, ___________, ____.

“ Removal Cut-Off Date ” means, with respect to the Removed Accounts ______________, ____.

2.              Designation of Removed Accounts .  Schedule 1 to this Reassignment, as of the Removal Date, shall supplement Schedule 1 to the Agreement as required by Section 2.1(c) of the Agreement.

3.              Conveyance of Transferred Receivables .  (a) Buyer does hereby transfer, assign, set over and otherwise convey to Transferor, without representation, warranty or recourse, on and after the Removal Cut-Off Date, all right, title and interest of Buyer in, to and under the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts

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designated hereby, the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds related thereto and all proceeds of the foregoing.

(b)            In connection with such transfer, Buyer agrees to execute and deliver to Transferor on or prior to the date this Reassignment is delivered, applicable termination statements prepared by Transferor with respect to the Transferred Receivables existing at the close of business on the Removal Cut-Off Date and thereafter created from time to time in the Removed Accounts reassigned hereby and the proceeds thereof evidencing the release by Buyer of its interest in the Transferred Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest.

4.              Representations and Warranties of Transferor .  Transferor hereby represents and warrants to Buyer as of the Removal Date:

(a)            Legal Valid and Binding Obligation .  This Reassignment Agreement constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);

(b)            Early Amortization Event .  Transferor reasonably believes that (i) the removal of the Transferred Receivables existing in the Removed Accounts will not, based on the facts known to Transferor, then or thereafter cause an Early Amortization Event to occur with respect to any series, (ii) no selection procedure believed by Transferor to be materially adverse to the interests of Buyer or any of its creditors has been used in removing Removed Accounts from among any pool of Accounts of a similar type (it being understood that Transferor will not be deemed to have used such an adverse selection procedure in connection with any Involuntary Removal) as of the Removal Date and (iii) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal on a random basis or another basis that Transferor believes is consistent with achieving derecognition of the Transferred Receivables under GAAP;

(c)            List of Removed Accounts .  The list of Removed Accounts attached hereto, is an accurate and complete listing in all material respects of all the Accounts as of the Removal Cut-Off Date; and

(d)            Receivables Tests .  The Aggregate Outstanding Balance of Principal Receivables in the Removed Accounts did not exceed the lesser of (i) the Free Equity Amount over the Minimum Free Equity Amount or (ii) the excess of the Note Trust Principal Balance over the Required Principal Balance, all measured as of the end of the most recently ended Monthly Period.

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5.              Amendment of the Agreement . The Agreement is hereby amended to provide that all references therein to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Agreement as supplemented by this Reassignment.  Except as expressly amended hereby, all of the representations, warranties, terms and covenants and conditions of the Agreement shall remain unamended and shall continue to be and shall remain in full force and effect in accordance with its terms.

6.              Counterparts .  This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts), each of which shall be an original, but all of which shall constitute one and the same instrument.

7.              GOVERNING LAW .  THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 

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IN WITNESS WHEREOF, the undersigned have caused this Reassignment Agreement to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

 

	RFS HOLDING, L.L.C. , Transferor
	By:________________________________
	Name:______________________________
	Title:_______________________________
	GE CAPITAL CREDIT CARD MASTER NOTE TRUST, Buyer
	By:	GENERAL ELECTRIC CAPITAL CORPORATION,
	not in its individual capacity but solely as Administrator on behalf of the Buyer
	By:________________________________
	Name:______________________________
	Title:_______________________________

 

Schedule 1
to Reassignment Agreement

REMOVED ACCOUNTS