RFS HOLDING, L.L.C GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES 2007-3 ASSET BACKED NOTES $949,750,000 Class A-1 Notes $269,000,000 Class A-2 Notes $138,750,000 Class B Notes $97,500,000 Class C Notes UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2007 • RFS Holding LLC • 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”)
SCHEDULE to the Master AgreementMaster Agreement • July 3rd, 2007 • RFS Holding LLC • Asset-backed securities • New York
CONFIRMATIONConfirmation • July 3rd, 2007 • RFS Holding LLC • 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.
GE CAPITAL CREDIT CARD MASTER NOTE TRUST,Indenture Supplement • July 3rd, 2007 • RFS Holding LLC • 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
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”).
