SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 21, 2006
GE Capital Credit Card Master Note Trust
RFS Holding, L.L.C.
GE Money Bank
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as Specified in their respective Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
57-1173164 (RFS Holding, L.L.C.) |
|
|
20-0268039 (GE Capital Credit Card Card |
333-107495, 333-107495-02, 333-130030 |
|
Master Note Trust) |
(Commission File Numbers) |
|
(I.R.S. Employer Identification No.) |
|
|
|
777 Long Ridge Road, Building B, 3rd Floor, Stamford, Connecticut |
|
06927 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
( 203) 585-6669
(Registrants Telephone Number, Including Area Code)
No Change
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 21, 2006, GE Money Bank (the Bank) and RFS Holding, L.L.C. (RFS) entered into the Third Amendment to Receivables Sale Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.1, pursuant to which the Bank and RFS amended certain provisions of the Receivables Sale Agreement, dated as of June 27, 2003, between the Bank and RFS.
On December 21, 2006, RFS and GE Capital Credit Card Master Note Trust (the Note Trust) entered into the Fifth Amendment to Transfer Agreement, a copy of which is filed with this Form 8-K as Exhibit 4.2, pursuant to which the Trust and RFS amended certain provisions of the Transfer Agreement, dated as of September 25, 2003, between RFS and the Trust.
2
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d)
Exhibits.
Exhibit No. |
|
Document Description |
|
|
|
4.1 |
|
Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, between GE Money Bank and RFS Holding, L.L.C. |
|
|
|
4.2 |
|
Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
RFS Holding, L.L.C., as depositor |
|
|
|
|
|
|
|
|
|
|
Dated: December 21, 2006 |
By: |
/s/ Russell Walsh |
|
|
|
Name: Russell Walsh |
|
|
|
Title: Vice President |
|
4
INDEX TO EXHIBITS
5
EXHIBIT 4.1
THIRD AMENDMENT TO RECEIVABLES SALE AGREEMENT
This THIRD AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of December 21, 2006 (this Amendment ), is entered into among: (i) GE MONEY BANK, a federal savings bank ( Seller ); and (ii) RFS HOLDING, L.L.C., a Delaware limited liability company ( Buyer ).
BACKGROUND
1. Seller and Buyer are parties to the Receivables Sale Agreement, dated as of June 27, 2003, between GE Money Bank, as seller, and RFS Holding, L.L.C., as buyer, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, by and among Buyer, Seller, RFS Funding Trust, GE Capital Credit Card Master Note Trust, Deutsche Bank Trust Company Delaware, RFS Holding, Inc. and Deutsche Bank Trust Company Americas, and as further amended by the RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, by and between Buyer and Seller (the Receivables Sale Agreement ).
2. Buyer and Seller desire to amend the Receivables Sale 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 Receivables Sale Agreement as amended hereby.
SECTION 2. AMENDMENTS TO RECEIVABLES SALE AGREEMENT . The Receivables Sale Agreement shall be amended as follows:
(a) The definition of Eligible Receivable in Section 1.1 of the Receivables Sale Agreement is amended by adding the words or general intangible immediately following the words constitutes an account in section (g) of such definition.
(b) Section 6.1(a)(viii) of the Receivables Sale Agreement is amended by:
(i) adding the words or general intangibles immediately following the words constitute accounts in subsection (C) thereof;
(ii) deleting the word and appearing at the end of subsection (F) thereof;
(iii) deleting the period appearing at the end of subsection (G) thereof and substituting therefor ; and; and
(iv) adding a new subsection (H) thereto, which shall read in its entirety as follows:
(H) Seller has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer..
(c) Exhibit A of the Receivables Sale Agreement is amended by adding the words or general intangibles immediately following the words constitute accounts in Section 5(h) of such Exhibit.
(d) Exhibit C of the Receivables Sale Agreement is amended by deleting the reference to Section 7.2 in clause (ii) of such Exhibit and substituting therefor a reference to Section 7.6.
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 and (ii) Seller shall have delivered to Buyer an Opinion of Counsel to the effect specified in Exhibit C of the Receivables Sale Agreement, as such Exhibit is amended hereby.
SECTION 4. BINDING EFFECT; RATIFICATION . (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Receivables Sale Agreement and (ii) each reference in the Receivables Sale Agreement to this Agreement, hereof, hereunder or words of like import, and each reference in any other Related Document to the Receivables Sale Agreement, shall mean and be a reference to such Receivables Sale Agreement as amended hereby.
(b) Except as expressly amended hereby, the Receivables Sale Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.
SECTION 5. GOVERNING LAW . THIS AGREEMENT 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 REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
SECTION 6. HEADINGS . Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.
SECTION 7. COUNTERPARTS . 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.
* * * * *
2
IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.
|
GE MONEY BANK |
||
|
|
||
|
|
||
|
By: |
/s/ Lisa B. Giegel |
|
|
Name: Lisa B. Giegel |
||
|
Title: Senior Vice President and Controller |
||
|
|
||
|
|
||
|
RFS HOLDING, L.L.C. |
||
|
|
||
|
|
||
|
By: |
/s/ Robert. C. Green |
|
|
Name: Robert C. Green |
||
|
Title: Chief Financial Officer |
EXHIBIT 4.2
FIFTH AMENDMENT TO TRANSFER AGREEMENT
This FIFTH AMENDMENT TO TRANSFER AGREEMENT, dated as of December 21, 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, the Third Amendment to Transfer Agreement, dated as of November 21, 2004, and the Fourth Amendment to Transfer Agreement, dated as of August 31, 2006 (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. AMENDMENTS TO TRANSFER AGREEMENT . The Transfer Agreement shall be amended as follows:
(a) Section 6.1(a)(ix) of the Transfer Agreement is amended by:
(i) adding the words or general intangibles immediately following the words constitute accounts in subsection (C) thereof;
(ii) deleting the word and appearing at the end of subsection (F) thereof;
(iii) deleting the period appearing at the end of subsection (G) thereof and substituting therefor ; and; and
(iv) adding a new subsection (H) thereto, which shall read in its entirety as follows:
(H) Transferor has received all consents and approvals required by the terms of the Transferred Receivables to the sale of the Transferred Receivables hereunder to Buyer..
(b) Exhibit A of the Transfer Agreement is amended by adding the words or general intangibles immediately following the words constitute accounts in Section 5(h) of such Exhibit.
(c) Exhibit C of the Transfer Agreement is amended by deleting the reference to Section 7.2 in clause (ii) of such Exhibit and substituting therefor a reference to Section 7.6.
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 (a) an Officers Certificate to the Issuer certifying that this amendment will not cause an Adverse Effect and (b) an Opinion of Counsel to the Issuer. to the effect specified in Exhibit C of the Transfer Agreement, as such Exhibit is amended hereby.
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. GOVERNING LAW . 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.
SECTION 6. HEADINGS . Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.
SECTION 7. COUNTERPARTS . 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.
2
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
|
||||
|
|
||||
|
By: The Bank of New
York (Delaware), not in its
|
||||
|
|
||||
|
By: |
/s/ Kristine K. Gullo |
|
||
|
Name: |
Kristine K. Gullo |
|
||
|
Title: |
Vice President |
|
||