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”.
RFS HOLDING, L.L.C. SYNCHRONY CREDIT CARD MASTER NOTE TRUST SERIES 2015-4 ASSET BACKED NOTES $275,000,000 Class A Notes UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2015 • RFS Holding LLC • Asset-backed securities • New York
The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003, as amended by the first amendment to trust agreement, dated as of January 21, 2014, and the second amendment to trust agreement, dated as of September 8, 2014 (as amended, the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003, as amended by the filing of a certificate of amendment with the Secretary of State of Delaware on September 8, 2014. The Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008, August 7, 2009, January 21, 2014 and March 11, 2014 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trust
SCHEDULE to the Master AgreementMaster Agreement • July 3rd, 2007 • RFS Holding LLC • Asset-backed securities • New York
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,RFS Holding LLC • August 8th, 2005 • 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, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 between the Issuer a
RFS HOLDING, L.L.C GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES 200[ ]-[ ] ASSET BACKED NOTES $[ ] Class A Notes $[ ] Class B Notes $[ ] Class C Notes UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2005 • RFS Holding LLC • Asset-backed securities • New York
[each] acting on behalf of itself and as the Representative[s] of the several Underwriters named in Schedule A hereto (together, the “Representative[s]”)
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,RFS Holding LLC • May 18th, 2009 • Asset-backed securities • New York
SERIES 2009-1 INDENTURE SUPPLEMENT, dated as of May 12, 2009 (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 Issuer and
SYNCHRONY CREDIT CARD MASTER NOTE TRUST,RFS Holding LLC • October 5th, 2015 • Asset-backed securities • New York
SERIES 2015-3 INDENTURE SUPPLEMENT, dated as of September 30, 2015 (this “Indenture Supplement”), between SYNCHRONY 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 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 Issuer and the Indenture Trust
AMENDED & RESTATED SUB-SERVICING AGREEMENT Between Synchrony Bank And Synchrony FinancialSub-Servicing Agreement • November 18th, 2019 • RFS Holding LLC • Asset-backed securities • New York
This Amended and Restated Sub-Servicing Agreement (this “Agreement”) is effective as of January 1, 2019 (the “Effective Date”) and is entered into by Synchrony Bank, a federal savings bank organized under the laws of the United States with offices at 170 West Election Road, Suite 125 Draper, Utah 84020 (the “Service Provider”) and Synchrony Financial, a company incorporated under the laws of the State of Delaware, United States of America with offices at 777 Long Ridge Road, Stamford, CT 06927 (the “Service Recipient”) (Service Provider and Service Recipient are collectively referred to as the “Parties” and each a “Party”).
SCHEDULE to the Master Agreement dated as of March 30, 2005 between ROYAL BANK OF CANADA (“Party A”) and GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”)Master Agreement • April 5th, 2005 • RFS Holding LLC • Asset-backed securities • New York
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”) Part 1 Termination ProvisionsMaster Agreement • July 6th, 2005 • RFS Holding LLC • Asset-backed securities • New York
RFS HOLDING, L.L.C. SYNCHRONY CREDIT CARD MASTER NOTE TRUST SERIES 2015-2 ASSET BACKED NOTES $750,000,000 Class A Notes UNDERWRITING AGREEMENTAdministration Agreement • May 7th, 2015 • RFS Holding LLC • Asset-backed securities • New York
The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003, as amended by the first amendment to trust agreement, dated as of January 21, 2014, and the second amendment to trust agreement, dated as of September 8, 2014 (as amended, the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003, as amended by the filing of a certificate of amendment with the Secretary of State of Delaware on September 8, 2014. The Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008, August 7, 2009, January 21, 2014 and March 11, 2014 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trust
CONFIRMATIONRFS Holding LLC • April 5th, 2005 • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of March 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.
SUB-SERVICING AGREEMENT Between SYNCHRONY FINANCIAL and GENERAL ELECTRIC CAPITAL CORPORATIONSub-Servicing Agreement • August 4th, 2014 • RFS Holding LLC • Asset-backed securities • New York
This Sub-Servicing Agreement (this “Agreement”) is effective as of July 30, 2014 (the “Effective Date”) and is entered into by Synchrony Financial, a company incorporated under the laws of State of Delaware, United States of America, with offices at 777 Long Ridge Road, Building B, Stamford, CT 06927 (the “Service Provider”) and General Electric Capital Corporation, a company incorporated under the laws of the State of Delaware, United States of America with offices at 901 Main Avenue, Norwalk, Connecticut 06851 (the “Service Recipient”). Service Provider and Service Recipient are collectively referred to as the “Parties” and each a “Party”.
SECOND AMENDMENT TO SERVICING AGREEMENTServicing Agreement • June 28th, 2007 • RFS Holding LLC • Asset-backed securities
This SECOND AMENDMENT, dated as of June 28, 2007 (this “Amendment”) is between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“Successor Owner”) and GE MONEY BANK, successor by merger to Monogram Credit Card Bank of Georgia (“Servicer”) to the Servicing Agreement, dated as of June 27, 2003 (as may be further amended or modified from time to time, the “Servicing Agreement”), between Successor Owner and Servicer.
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.
FOURTH AMENDMENT TO SERVICING AGREEMENTServicing Agreement • July 16th, 2014 • RFS Holding LLC • Asset-backed securities • Delaware
This FOURTH AMENDMENT, dated as of July 16, 2014 (this “Amendment”) is between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“Successor Owner”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Servicer”) to the Servicing Agreement, dated as of June 27, 2003 (as amended, the “Servicing Agreement”), between Successor Owner and Servicer.
FIRST AMENDMENT TO TRUST AGREEMENT OF GE CAPITAL CREDIT CARD MASTER NOTE TRUSTTrust Agreement • January 21st, 2014 • RFS Holding LLC • Asset-backed securities • Delaware
This FIRST AMENDMENT TO TRUST AGREEMENT OF GE CAPITAL CREDIT CARD MASTER NOTE TRUST (this “Amendment”) is entered into as of January [21], 2014 among RFS HOLDING, L.L.C. (“RFS Holding”) and BNY Mellon Trust of Delaware, acting solely in it capacity as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RFS HOLDING, L.L.C. (A DELAWARE LIMITED LIABILITY COMPANY) Dated September 29, 2008Limited Liability Company Agreement • October 1st, 2008 • RFS Holding LLC • Asset-backed securities • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of September 29, 2008, adopted by RFS Holding, Inc., as the sole equity member (the “Existing Member”), and the Persons that shall become Members from time to time as herein provided.
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.
SIXTH AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • May 28th, 2008 • RFS Holding LLC • Asset-backed securities • New York
This SIXTH AMENDMENT TO TRANSFER AGREEMENT, dated as of May 21, 2008 (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”).
FIRST AMENDMENT TO SERVICING AGREEMENTServicing Agreement • May 25th, 2006 • RFS Holding LLC • Asset-backed securities
This FIRST AMENDMENT, dated as of May 22, 2006 (this “Amendment”) is between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“Successor Owner”) and GE MONEY BANK, successor by merger to Monogram Credit Card Bank of Georgia (“Servicer”) to the Servicing Agreement, dated as of June 27, 2003 (as may be further amended or modified from time to time, the “Servicing Agreement”), between Successor Owner and Servicer.
DESIGNATION OF REMOVED ACCOUNTS AND FOURTEENTH AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • October 15th, 2019 • RFS Holding LLC • Asset-backed securities
This DESIGNATION OF REMOVED ACCOUNTS AND FOURTEENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of October 11, 2019 (this “Designation”), is entered into between SYNCHRONY BANK, a federal savings association organized under the laws of the United States (“Bank”), and RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Buyer”), pursuant to the Receivables Sale Agreement referred to below.
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,RFS Holding LLC • July 3rd, 2007 • Asset-backed securities • New York
SERIES 2007-3 INDENTURE SUPPLEMENT, dated as of June 28, 2007 (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 Issuer and
ContractResignation, Appointment and Acceptance • December 4th, 2015 • RFS Holding LLC • Asset-backed securities
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of December 2, 2015, by and among Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), a Delaware statutory trust (“Owner”), GENERAL ELECTRIC CAPITAL LLC, a Delaware limited liability company (formerly known as General Electric Capital Corporation, the “Resigning Servicer”) and SYNCHRONY FINANCIAL, a Delaware corporation (the “Successor Servicer”).
SYNCHRONY CREDIT CARD MASTER NOTE TRUST,Master Note Trust Series 2015 • October 5th, 2015 • RFS Holding LLC • Asset-backed securities • New York
SERIES 2015-4 INDENTURE SUPPLEMENT, dated as of September 30, 2015 (this “Indenture Supplement”), between SYNCHRONY 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 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 Issuer and the Indenture Trust
OMNIBUS AMENDMENT TO SWAP AGREEMENTSSwap Agreements • April 14th, 2006 • RFS Holding LLC • Asset-backed securities • New York
This OMNIBUS AMENDMENT, dated as of April 10, 2006 (this “Amendment”), is entered into among: GE Capital Credit Card Master Note Trust, a Delaware statutory trust (the “Trust”) and AIG FINANCIAL PRODUCTS CORP. (the “Counterparty”).
FOURTH AMENDMENT TO MASTER INDENTUREMaster Indenture • July 3rd, 2007 • RFS Holding LLC • Asset-backed securities
This FOURTH AMENDMENT TO MASTER INDENTURE, dated as of June 28, 2007 (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”).
CONFIRMATIONRFS Holding LLC • July 3rd, 2007 • Asset-backed securities
This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 28, 2007, 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.
DESIGNATION OF REMOVED ACCOUNTS AND TENTH AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • November 14th, 2014 • RFS Holding LLC • Asset-backed securities
This DESIGNATION OF REMOVED ACCOUNTS AND TENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of November 7, 2014 (this “Designation”), is entered into among SYNCHRONY BANK, a federal savings association organized under the laws of the United States (“Bank”), PLT HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware (“PLT Holding”), RFS HOLDING, INC., a corporation organized under the laws of the State of Delaware (“RFS Inc.”), and RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Buyer”), pursuant to the Receivables Sale Agreement referred to 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.
FORM OF SUB-SERVICING AGREEMENTForm of Sub-Servicing Agreement • May 26th, 2006 • RFS Holding LLC • Asset-backed securities • Delaware
This Sub-Servicing Agreement (this “Agreement”) is made by and between General Electric Capital Corporation (“GE Capital”) and (“Provider”).
OMNIBUS AMENDMENT TO SWAP AGREEMENTSMaster Agreement • April 14th, 2006 • RFS Holding LLC • Asset-backed securities • New York
This OMNIBUS AMENDMENT, dated as of April 10, 2006 (this “Amendment”), is entered into among: GE Capital Credit Card Master Note Trust, a Delaware statutory trust (the “Trust”) and SWISS RE FINANCIAL PRODUCTS CORPORATION (the “Counterparty”).
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.
FOURTH AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • September 5th, 2006 • RFS Holding LLC • Asset-backed securities • New York
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”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 4th, 2015 • RFS Holding LLC • Asset-backed securities
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of December 4, 2015, by and among GENERAL ELECTRIC COMPANY, a New York corporation (the “Assignor”), and GE CAPITAL GLOBAL HOLDINGS, LLC, a Delaware limited liability company (the “Assignee”).
