EXHIBIT 4.4


 




 





RFS FUNDING TRUST


 


 


AMENDED AND RESTATED TRUST AGREEMENT


 


 


among


 


RFS
HOLDING, L.L.C.,


 


RFS
HOLDING, INC.


 


 


and


 


 


DEUTSCHE
BANK TRUST COMPANY DELAWARE,

as Trustee


 


 


Dated
as of December 19, 2002

and amended and restated as of June 27, 2003




 





 

















 


	
  ARTICLE I

  	
   

  
	
  Definitions

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
   

  
	
  Section 1.2

  	
  Other Interpretive Matters

  	
   

  
	
  ARTICLE II

  	
   

  
	
  Organization

  	
   

  
	
  Section 2.1

  	
  Name

  	
   

  
	
  Section 2.2

  	
  Office

  	
   

  
	
  Section 2.3

  	
  Purposes and Powers

  	
   

  
	
  Section 2.4

  	
  Appointment of Trustee

  	
   

  
	
  Section 2.5

  	
  Organizational Expenses

  	
   

  
	
  Section 2.6

  	
  Declaration of Trust

  	
   

  
	
  Section 2.7

  	
  Liability of the Certificateholders

  	
   

  
	
  Section 2.8

  	
  Title to Trust Property

  	
   

  
	
  Section 2.9

  	
  Situs of Trust

  	
   

  
	
  Section 2.10

  	
  Representations and Warranties of RFS
  Holding, Inc.

  	
   

  
	
  ARTICLE III

  	
   

  
	
  Certificates and
  Transfer of Interests

  	
   

  
	
  Section 3.1

  	
  Initial Ownership

  	
   

  
	
  Section 3.2

  	
  The Certificates

  	
   

  
	
  Section 3.3

  	
  Authentication of Certificates

  	
   

  
	
  Section 3.4

  	
  Registration of Transfer and Exchange of
  Certificates

  	
   

  
	
  Section 3.5

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificates

  	
   

  
	
  Section 3.6

  	
  Persons Deemed Certificateholders

  	
   

  
	
  Section 3.7

  	
  Access to List of Certificateholders’
  Names and Addresses

  	
   

  
	
  Section 3.8

  	
  Maintenance of Office or Agency

  	
   

  
	
  Section 3.9

  	
  Issuances of Additional Trust Regular
  Interest Certificates

  	
   

  
	
  Section 3.10

  	
  Additional Advances

  	
   

  



 


i

















 


	
  Section 3.11

  	
  Clean-Up Call Relating to Lender
  Collateral Interest

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  Actions by
  Trustee

  	
   

  
	
  Section 4.1

  	
  Prior Notice to Holder of Owner Interest
  Certificate with Respect to Certain Matters

  	
   

  
	
  Section 4.2

  	
  Action by Holder of Owner Interest
  Certificate with Respect to Certain Matters

  	
   

  
	
  Section 4.3

  	
  Action by Certificateholders with Respect
  to Bankruptcy

  	
   

  
	
  Section 4.4

  	
  Restrictions on Certificateholders’ Power

  	
   

  
	
  Section 4.5

  	
  Resignation of Servicer

  	
   

  
	
  ARTICLE V

  	
   

  
	
  Rights of Holders;
  Allocations

  	
   

  
	
  Section 5.1

  	
  Rights of Holders

  	
   

  
	
  Section 5.2

  	
  Foreclosure Rights

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  Authority and Duties
  of Trustee

  	
   

  
	
  Section 6.1

  	
  General Authority

  	
   

  
	
  Section 6.2

  	
  General Duties

  	
   

  
	
  Section 6.3

  	
  Action upon Instruction

  	
   

  
	
  Section 6.4

  	
  No Duties Except as Specified in this
  Agreement or in Instructions

  	
   

  
	
  Section 6.5

  	
  No Action Except Under Specified Documents
  or Instructions

  	
   

  
	
  Section 6.6

  	
  Restrictions

  	
   

  
	
  Section 6.7

  	
  Trust May Enforce Claims Without Possession
  of Certificates

  	
   

  
	
  Section 6.8

  	
  Confidentiality

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  Concerning
  the Trustee

  	
   

  
	
  Section 7.1

  	
  Acceptance of Trusts and Duties

  	
   

  
	
  Section 7.2

  	
  Furnishing of Documents

  	
   

  



 


ii

















 


	
  Section 7.3

  	
  Representations and Warranties

  	
   

  
	
  Section 7.4

  	
  Reliance; Advice of Counsel

  	
   

  
	
  Section 7.5

  	
  Not Acting in Individual Capacity

  	
   

  
	
  Section 7.6

  	
  Trustee Not Liable for Certificates or
  Receivables

  	
   

  
	
  Section 7.7

  	
  Trustee May Not Own Notes

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  Compensation
  of Trustee

  	
   

  
	
  Section 8.1

  	
  Trustee’s Fees and Expenses

  	
   

  
	
  Section 8.2

  	
  Indemnification

  	
   

  
	
  Section 8.3

  	
  Payments to the Trustee

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  Termination of Trust
  Agreement

  	
   

  
	
  Section 9.1

  	
  Termination of Trust Agreement

  	
   

  
	
  ARTICLE X

  	
   

  
	
  Successor
  Trustees and Additional Trustees

  	
   

  
	
  Section 10.1

  	
  Eligibility Requirements for Trustee

  	
   

  
	
  Section 10.2

  	
  Resignation or Removal of Trustee

  	
   

  
	
  Section 10.3

  	
  Successor Trustee

  	
   

  
	
  Section 10.4

  	
  Merger or Consolidation of Trustee

  	
   

  
	
  Section 10.5

  	
  Appointment of Co-Trustee or Separate
  Trustee

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  Miscellaneous

  	
   

  
	
  Section 11.1

  	
  Amendment; Waiver of Past Defaults

  	
   

  
	
  Section 11.2

  	
  No Legal Title to Trust Estate in
  Certificateholders

  	
   

  
	
  Section 11.3

  	
  Limitations on Rights of Others

  	
   

  
	
  Section 11.4

  	
  Notices

  	
   

  
	
  Section 11.5

  	
  Severability

  	
   

  
	
  Section 11.6

  	
  Separate Counterparts

  	
   

  
	
  Section 11.7

  	
  Successors and Assigns

  	
   

  
	
  Section 11.8

  	
  No Petition

  	
   

  



 


iii

















 


	
  Section 11.9

  	
  No Recourse

  	
   

  
	
  Section 11.10

  	
  Headings

  	
   

  
	
  Section 11.11

  	
  GOVERNING LAW

  	
   

  
	
  Section 11.12

  	
  Administrator

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Owner Interest Certificate

  	
   

  
	
  EXHIBIT B

  	
  Form of Note Trust Certificate

  	
   

  
	
  EXHIBIT C

  	
  Form of Certificate of Trust

  	
   

  
	
  EXHIBIT D

  	
  Certificate of Conversion

  	
   

  
	
  EXHIBIT E

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  



 


iv

















 


AMENDED AND
RESTATED TRUST AGREEMENT
(as amended or supplemented from time to time, this “Agreement”) dated
as of December 19, 2002 and amended and restated as of June 27, 2003 between
RFS HOLDING, INC., a Delaware corporation, RFS HOLDING, L.L.C., a Delaware
limited liability company, and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware
banking corporation, as Trustee.


 


ARTICLE I



DEFINITIONS


 


Section 1.1             Definitions.


 


“Account” means, at
any time, any credit card account that is at that time an “Account” within the
meaning of the Trust Receivables Purchase Agreement.


 


“Additional Trust Regular
Interest Certificate” means a certificate representing a beneficial
interest in the Trust Estate issued pursuant to a Trust Regular Interest
Supplement and in such form as may be specified in the Trust Regular Interest
Supplement.


 


“Additional Trust Regular
Interest Percentage” means the percentage of Collections and Charged-Off
Receivables on Transferred Receivables other than the Specified Retailer
Receivables allocated to the Holder of the related Additional Trust Regular
Interest Certificate under this Agreement, which percentage shall be calculated
as described in the related Trust Regular Interest Supplement.


 


“Administration Agreement”
means that certain Administration Agreement dated as of the Restatement Date,
among the Administrator, the Trust and the Trustee.


 


“Administrator” means
GE Capital, in its capacity as Administrator under the Administration
Agreement, or any other Person designated as a successor Administrator.


 


“Advance” means the
advances made to the Trust pursuant to the Funding Agreement.


 


“Affiliate” means,
with respect to any Person, (a) each Person that, directly or indirectly, owns
or controls, whether beneficially, or as a trustee,


 

















 


guardian or other fiduciary,
five percent (5%) or more of the securities having ordinary voting power in the
election of directors of such Person, (b) each Person that controls, is
controlled by or is under common control with such Person, or (c) each of such
Person’s officers, directors, joint venturers and partners.  For the purposes of this definition,
“control” of a Person means the possession, directly or indirectly, of the
power to direct or cause the direction of its management or policies, whether
through the ownership of voting securities, by contract or otherwise.


 


“Authorized Officer”
means, with respect to any corporation or statutory trust, the Chairman or
Vice-Chairman of the Board, the President, any Vice President, the Secretary,
the Treasurer, any Assistant Secretary, any Assistant Treasurer and each other
officer of such corporation or trustee of such trust specifically authorized in
resolutions of the Board of Directors of such corporation or trustee of such
trust to sign agreements, instruments or other documents on behalf of such
corporation or statutory trust in connection with the transactions contemplated
by the Transfer Agreements, the Funding Agreement and the other Related
Documents.  An Authorized Officer of the
Administrator shall be deemed an Authorized Officer of the Trust.


 


“Banana Republic Program
Agreement” means that certain Amended and Restated Consumer Credit Card
Program Agreement, dated as of August 29, 2000, by and among Gap, Inc. and
Originator.


 


“Banana Republic
Retailers” means Gap, Inc. d/b/a Banana Republic and its permitted assigns
under the Banana Republic Program Agreement.


 


“Bank Receivables Sale
Agreement” means that certain Bank Receivables Sale Agreement dated as of
June 27, 2003, between Originator and RFS Holding, L.L.C..


 


“Benefit Plan” is
defined in Section 3.4.


 


“Borrower Collateral”
is defined in Section 7.1 of the Funding Agreement.


 


“Borrowing Base”
means, as of any Payment Date (the “subject Payment Date”), the result of (a)
the Borrowing Base for the prior Payment Date, minus (b) the Lender Collateral
Interest Percentage of the sum of Principal Collections and the amount of
Principal Receivables that became Charged-Off Receivables during the Monthly
Period related to the subject Payment Date. For purposes of clause (b),
“Principal Collections” for any Monthly Period shall be deemed to include the
total amount of payments that RFS Holding, L.L.C. was required to make


 


2

















 


pursuant to Section 2.5
of the Trust Receivables Purchase Agreement, whether or not such payment was in
fact made.  For purposes of this
definition, the Borrowing Base for the June, 2003 Payment Date was
$8,153,982,107.75.  The Borrowing Base
shall be calculated based on the information specified in the Funding
Agreement.


 


“Business Day” means
any day that is not a Saturday, a Sunday or a day on which banks are required
or permitted to be closed in the State of New York, the State of Connecticut or
the state of Servicer’s principal office (currently Georgia).


 


“Certificate” means the
Owner Interest Certificate, the Note Trust Certificate or any Additional Trust
Regular Interest Certificate.


 


“Certificate Register”
and “Certificate Registrar” means the register mentioned and the
registrar appointed pursuant to Section 3.4 of this Agreement.


 


“Charged-Off Receivable”
means a Principal Receivable (or any portion thereof) arising in an Account
which either (i) is 180 days past due or (ii) has otherwise been written off as
uncollectible in accordance with the Credit and Collection Policies.  To avoid doubt, a Principal Receivable shall
become a Charged-Off Receivable upon the earlier of the events described in
clause (i) or clause (ii) to occur with respect to the related Account.


 


“Closing Date” means,
as to any Additional Trust Regular Interest Certificate, the date on which that
Certificate is issued.


 


“Collection Account”
means that certain segregated deposit account established and maintained in
accordance with the Funding Agreement and referred to as the “Collection
Account” therein.


 


“Collections” means,
for any Receivable for any period, (i) the sum of all amounts, whether in the
form of cash, checks, drafts, or other instruments, received by the Originator
or the Servicer in payment of, or applied to, any amount owed by an Obligor on
account of such Receivable during such period, including all amounts received
on account of such Receivable, all other fees and charges, (ii) Recoveries and
cash proceeds of Related Security with respect to such Receivable whether or
not treated as Recoveries and (iii) any in-store payments received by a
Retailer, Servicer or Originator with respect to such Receivable.  Amounts paid by RFS Holding, L.L.C. pursuant
to Section 2.5 of the Trust Receivables Purchase Agreement shall be
deemed to be Principal Collections. Amounts paid by RFS Holding, L.L.C.
pursuant to Section 2.7 or


 


3

















 


6.1(e) of the Trust Receivables Purchase Agreement
shall be deemed to be Principal Collections to the extent that they represent
the purchase price of Principal Receivables and otherwise shall be deemed to be
Collections of Finance Charge Receivables. 
Recoveries shall be deemed to be Collections of Finance Charge
Receivables.


 


“Confidential Information”
is defined in Section 6.8.


 


“Contract” means the
agreement and Federal Truth in Lending Statement for Originator credit card
accounts between any Obligor and Originator, as such agreements may be amended,
modified, or otherwise changed from time to time.


 


“Corporate Trust Office”
means the office of the Trustee at c/o Deutsche Bank Trust Company Americas,
Corporate Trust & Agency Services, 280 Park Avenue, 9th Floor,
New York, NY 10017.


 


“Credit and Collection
Policies” means, with respect to each credit card program from which Accounts
are drawn, the Originator’s policies and procedures relating to the operation
of such credit card program, including the policies and procedures for
determining the creditworthiness of Obligors and the extension of credit to
Obligors, and relating to the maintenance of credit card accounts and
collection of credit card receivables, as such policies and procedures may be
amended from time to time.


 


“Eligible Corporation”
shall have the meaning set forth in Section 860L(a)(2) of the IRC.


 


“Enhancement” means
the rights and benefits provided to the Lender Collateral Interest or the
Holders of any Trust Regular Interests pursuant to an interest rate or foreign
currency notional principal contract, letter of credit, insurance or other
guarantee or hedge permitted by Section 86OL(c)(1)(D) of the IRC or any
regulation issued thereunder.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974 and any regulations promulgated
thereunder.


 


“Existing Trust Agreement”
means this Trust Agreement as originally in effect, dated as of December 19,
2002, among GECS, Holding LLC and the Trustee.


 


4

















 


“Finance Charge
Receivables” means Receivables created in respect of periodic finance
charges, late fees, returned check fees and all other similar fees and charges
billed or accrued and unpaid on an Account.


 


“Funding Agreement”
means that certain Receivables Funding Agreement dated as of June 27, 2003
between the Trust and the lender identified therein, which amends and restates
that certain Third Amended and Restated Receivables Funding and Servicing
Agreement dated as of September 28, 1997 and amended and restated as of July
22, 1998, as of March 22, 2001 and as of December 30, 2002, among the Trust,
the Servicer, GE Capital and the lender identified therein.


 


“Funding Agreement
Termination Date” is defined in Section 9.1.


 


“Gap Program Agreement”
means that certain Consumer Credit Card Program Agreement, dated as of August
28, 2000, by and among Gap, Inc. and Originator.


 


“Gap Retailers” means
Gap, Inc. and its permitted assigns under the Gap Program Agreement.


 


“GE Capital” means
General Electric Capital Corporation, a Delaware corporation.


 


“GECAF Retailer”
means each retailer who is from time to time a party to a dealer agreement with
Originator relating to Originator’s GECAF private label credit card program.


 


“GECS” means General
Electric Capital Services, Inc., a Delaware corporation.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision
thereof, and any agency, department or other entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.


 


“Grant” means to
create and grant a Lien pursuant to the Funding Agreement, and other forms of
the verb “to Grant” shall have correlative meanings.


 


“Holder” or “Certificateholder”
means (a) as to the Owner Interest Certificate or any Additional Trust Regular
Interest Certificate, the Person in whose name such Certificate is registered
in the Certificate Register or such other Person as may be specified in an
applicable Trust Regular Interest Supplement


 


5

















 


and (b) as to the Note Trust
Certificate, (i) prior to the formation of the Note Trust, RFS Holding, L.L.C.,
(ii) upon the formation of the Note Trust but prior to the issuance of the
first series of notes under the Indenture or any supplement thereto, the Note
Trust and (iii) from and after the issuance of such notes, the indenture
trustee under the Indenture, as registered pledgee of the Holder of the Note
Trust Certificate.


 


“Indenture” means the
Master Indenture to be entered into between the Note Trust and an indenture
trustee.


 


“Indenture Security
Agreement” means a security agreement to be entered into between the Trust
and the indenture trustee under the Indenture covering the Transferred
Receivables and the related assets.


 


“Intercreditor Agreement”
means an intercreditor agreement to be entered into among the Trust, the lender
under the Funding Agreement and the indenture trustee under the Indenture.


 


“Interest Rate Swap”
means the ISDA Master Agreement, together with any schedules thereto and
confirmations thereof, between the Trust and GE Capital, each dated as of March
24, 1997 and amended and restated as of June 26, 2001, and any other schedules
thereto and confirmations thereof entered into thereafter, as each of the
foregoing has been and may in the future be amended, modified or replaced.


 


“IRC” means the Internal
Revenue Code of 1986, as amended.


 


“JCPenney Program
Agreement” means that certain Consumer Credit Card Program Agreement, dated
as of December 6, 1999, by and between J.C. Penney Company, Inc. and
Originator.


 


“JCPenney Retailers”
means J.C. Penney Company, Inc. and other Authorized Entities as such term is
defined in the J.C. Penney Program Agreement.


 


“Lender Collateral
Interest” means an uncertificated interest in the Trust Estate consisting
of the right to receive the Lender Collateral Interest Percentage of all
Collections of Transferred Receivables.


 


“Lender Collateral
Interest Percentage” means for any Monthly Period (a) for the Specified
Retailer Receivables, and for related Finance Charge Receivables and
Charged-Off Receivables, 100% and (b) for all Transferred


 


6

















 


Receivables other than
Specified Retailer Receivables and the related Finance Charge Receivables and
Charged-Off Receivables, the percentage equivalent of a fraction (x) the
numerator of which is the Borrowing Base as of the Payment Date falling in that
Monthly Period, but, for each Payment Date following the one in August 2003
after giving effect to any reduction occurring on that Payment Date minus the
aggregate Outstanding Balance of the Specified Retailer Receivables as of the
end of the prior Monthly Period, and (y) the denominator of which is the
aggregate Outstanding Balance of all Transferred Receivables other than
Specified Retailer Receivables as of the end of the prior Monthly Period..


 


“Lender Pay Off Amount”
means, as of any Payment Date, the sum of Advances Outstanding (as defined in
the Funding Agreement) and all Interest (as defined in the Funding Agreement)
payable on that Payment Date (including Interest for the period between the end
of the related Monthly Period and that Payment Date and additional interest to
accrue thereafter on account of interest or discount on outstanding commercial
paper issued to fund the Advances Outstanding (as defined in the funding
Agreement)) and all other Borrower Secured Obligations (as defined in the
Funding Agreement) accrued through that Payment Date.


 


“Lien” means any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, lien, charge, claim, security interest, easement or encumbrance,
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever (including any lease or title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of, or agreement to give, any financing
statement perfecting a security interest under the UCC or comparable law of any
jurisdiction).


 


“Lowe’s Retailers”
means each of Lowe’s Companies, Inc., Lowe’s Home Centers, Inc., The Contractor
Yard, Inc., Lowe’s HIW, Inc. and certain of their affiliates.


 


“Montgomery Ward”
means Montgomery Ward & Co., Incorporated.


 


“Monthly Period”
means each period beginning on the 22nd day of one calendar month
and ending on the 21st day of the next calendar month; except that
the Monthly Period that ends in July 2003 shall begin on June 19, 2003 and
shall end on July 21, 2003.


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor thereto.


 


7

















 


“Note” means the note
issued by a predecessor to the Trust pursuant to the Funding Agreement and any
replacement note.


 


“Noteholder” means
the Holder of the Lender Collateral Interest.


 


“Note Trust” means GE
Capital Credit Card Master Note Trust, a Delaware statutory trust.


 


“Note Trust Certificate”
means the certificate in the form of Exhibit B to this Agreement,
evidencing the beneficial interest of the Note Trust in the Trust Estate.


 


“Note Trust Percentage”
means the percentage of Collections and Charged-Off Receivables on Transferred
Receivables other than the Specified Retailer Receivables allocated to the Note
Trust under this Agreement, which percentage is equal to 100% minus the sum of
the Lender Collateral Interest Percentage for Transferred Receivables other
than Specified Retailer Receivables and the aggregate amount of Additional
Trust Regular Interest Percentages.


 


“Obligor” means, with
respect to any Receivable, any Person obligated to make payments in respect
thereof.


 


“Officer’s Certificate”
means, with respect to any Person, a certificate signed by an Authorized
Officer of such Person.


 


“Old Navy Program
Agreement” means that certain Consumer Credit Card Program Agreement, dated
as of August 28, 2000, by and among Gap, Inc. and Originator.


 


“Old Navy Retailers”
means Gap, Inc. d/b/a Old Navy and its permitted assigns under the Old Navy
Program Agreement.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for, or an employee of,
the Person providing the opinion.


 


“Originator” means
Monogram Credit Card Bank of Georgia, a bank organized under the laws of the
State of Georgia.


 


“Originator Performance
Guaranty” means that certain Originator Performance Guaranty dated as of
June 27, 2003, by GE Capital, as Originator Performance Guarantor.


 


8

















 


“Outstanding” means,
as of the date of determination, all Certificates theretofore authenticated and
delivered under this Agreement except:


 


(i)            Certificates theretofore canceled by
the Certificate Registrar or delivered to the Certificate Registrar for
cancellation;


 


(ii)           Certificates or portions thereof the
payment for which funds in the necessary amount have been theretofore deposited
with the Trustee in trust for the Certificateholders (provided, however,
that if such Certificates are to be redeemed, notice of such redemption has
been duly given pursuant to this Agreement); and


 


(iii)          Certificates in exchange for or in
lieu of other Certificates that have been authenticated and delivered pursuant
to this Agreement unless proof satisfactory to the Trustee is presented that
any such Certificates are held by a bona fide purchaser;


 


provided, that in determining whether the
Certificateholders of the requisite portion of the Outstanding Ownership Amount
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or under any Related Document, Certificates owned by RFS
Holding, L.L.C. or any Affiliate thereof shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Certificates that a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded.  Certificates so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the Pledgee’s right so to act with respect to such
Certificates and that the pledgee is not the Trust or any Affiliate thereof.


 


“Outstanding Balance”
means, with respect to any Principal Receivable: (a) as of the Transfer Date
for that Principal Receivable, the outstanding amount of such Principal
Receivable as reflected on the Servicer’s books and records (less any portion
of such outstanding amount that is recharacterized as a Finance Charge
Receivable pursuant to Section 2.8 of the Trust Receivables Purchase
Agreement) and (b) thereafter, the amount referred to in clause (a)
minus Collections with respect to that Principal Receivable that are allocable
to a reduction of the Outstanding Balance thereof minus any subsequent
discounts to or any other modifications that reduce such Outstanding Balance; provided,
that the Outstanding Balance of a Charged-Off Receivable shall equal zero.


 


9

















 


“Outstanding Ownership
Amount” means the aggregate Ownership Amount of all Certificates
Outstanding at the date of determination.


 


“Owner Interest
Certificate” means the certificate in the form of Exhibit A to this
Agreement evidencing the residual beneficial interest in the Trust Estate,
other than the Lender Collateral Interest and the beneficial interests
evidenced by the Note Trust Certificate and any Additional Trust Regular
Interest Certificates.


 


“Ownership Amount”
means (a) as to the Owner Interest Certificate, zero, (b) as to the Note Trust
Certificate, the excess, if any, of the aggregate Outstanding Balance of all
Principal Receivables owned by the Trust other than Principal Receivables that
are Specified Retailer Receivables, over the sum of (i) the Lender Collateral
Interest Percentage of the Principal Receivables other than the Specified
Retailer Receivables and (ii) the Ownership Amount of each Outstanding
Additional Trust Regular Interest Certificate and (c) as to any Additional
Trust Regular Interest Certificate, the amount specified in the related Trust
Regular Interest Supplement.


 


“Payment Date” means,
except as otherwise specified in any supplement to the Indenture, the 15th
day of each calendar month, or if the 15th day is not a Business
Day, the next Business Day.


 


“Person” means any
individual, sole proprietorship, partnership, joint venture, unincorporated
organization, trust, association, corporation (including a business trust),
limited liability company, institution, public benefit corporation, joint stock
company, Governmental Authority or any other entity of whatever nature.


 


“Principal Collections”
means that portion of Collections attributable to Principal Receivables (after
giving effect to any recharacterization of Collections of Principal Receivables
as Collections of Finance Charge Receivables pursuant to Section 2.8 of
the Trust Receivables Purchase Agreement). 
Amounts paid by RFS Holding, L.L.C. pursuant to Section 2.5 of
the Trust Receivables Purchase Agreement shall be deemed to be Principal
Collections. Amounts paid by RFS Holding, L.L.C. pursuant to Section 6.1(e)
of the Trust Receivables Purchase Agreement shall be deemed to be Principal
Collections to the extent that they represent the purchase price of Principal
Receivables.


 


“Principal Receivable”
means each Receivable, other than a Finance Charge Receivable.


 


10

















 


“Principal Terms”
means, with respect to any Additional Trust Regular Interest Certificate: (a)
its name or designation; (b) its initial principal amount (or method for
calculating such amount) and its Ownership Amount in the Trust; and (c) any
other terms of such Additional Trust Regular Interest Certificate.


 


“Prior Transfer Agreement”
means that certain Third Amended and Restated Receivables Transfer Agreement
dated as of September 25, 1997 and amended and restated as of July 22, 1998, as
of March 22, 2001, and as of December 30, 2002, among the Originator and the
Trust.


 


“Proceeding” is
defined in Section 6.3.


 


“Rating Agency”
means, at any time:  (a) with respect to
the Lender Collateral Interest, Moody’s and S&P; (b) with respect to the Note
Trust Certificate, each nationally recognized statistical rating organization
that maintains a credit rating on any outstanding securities issued by the Note
Trust; and (c) with respect to any Additional Trust Regular Interest
Certificate, each nationally recognized statistical rating organization
specified in the related Trust Regular Interest Supplement.


 


“Rating Agency Condition”
means, with respect to any action, that: (a) with respect to the Lender
Collateral Interest, each Rating Agency has confirmed that such action will not
result in a withdrawal or downgrade of the rating of any asset-backed
commercial paper issued to fund or maintain the Advances; (b) with respect to
the Note Trust Certificate, each Rating Agency has confirmed that such action will
not result in a withdrawal or downgrade of the rating of any class of
securities issued by the Note Trust; and (c) with respect to any Additional
Trust Regular Interest Certificate, such confirmations from each applicable
Rating Agency as are specified in the related Trust Regular Interest
Supplement.


 


“Receivable” means
any amount owing by an Obligor under an Account from time to time, including
amounts owing for Principal Receivables and Finance Charge Receivables.


 


“Records” means all
Contracts and other documents, books, records and other information (including
computer programs, tapes, disks, data processing software and related property
and rights) prepared and maintained by any Originator, the Servicer, any
Sub-Servicer or the Borrower with respect to the Receivables and the Obligors
thereunder, and the Borrower Collateral (as defined in the Funding Agreement)
pledged by the Trust under the Funding Agreement.


 


11

















 


“Recoveries” means
proceeds from the sale or other disposition of Charged-Off Receivables pursuant
to Section 2.7(c) of the Trust Receivables Purchase Agreement.


 


“Related Documents”
means the Funding Agreement, the Trust Receivables Purchase Agreement, the
Note, the Interest Rate Swap, this Agreement, the Administration Agreement, the
Contribution Agreement, the RFS Holding, Inc. Letter of Credit, the Servicing
Agreement, the Servicer Performance Guaranty, the Originator Performance
Guaranty, the Indenture, the Indenture Security Agreement, the Intercreditor
Agreement and including all other pledges, powers of attorney, consents,
assignments, contracts, notices, and all other written matter whether
heretofore, now or hereafter executed by or on behalf of any Person, or any
employee of any Person, and delivered in connection with any of the foregoing
or the transactions contemplated thereby.


 


“Related Security”
means with respect to any Receivable: (a) all of the Originator’s interest, if
any, in the goods, merchandise (including returned merchandise) or equipment,
if any, the sale of which gave rise to such Receivable; (b) all guarantees,
insurance or other agreements or arrangements of any kind from time to time
supporting or securing payment of such Receivable whether pursuant to the
Contract related to such Receivable or otherwise; and (c) all Records relating
to such Receivable.


 


“Required Note Trust
Ownership Amount”  means, at any
time:  (a) prior to the issuance of the
first series of notes under the Indenture or any supplement thereto, zero; and
(b) thereafter, an amount equal to the sum of the Collateral Amounts (as
defined in the Indenture) for each outstanding series of notes and the Minimum
Free Equity Amount (as defined in the Indenture).


 


“Required Parties”
means, with respect to any matter as to which this Agreement states that the
Trustee shall or may be instructed by the “Required Parties”:


 


(a)           if the Lender Collateral Interest is
affected by such matter, the “Lender” under (and as defined in) the Funding
Agreement;


 


(b)           if the interests of the Holder of the
Note Trust Certificate are affected by such matter, the indenture trustee under
the Indenture; and


 


(c)           if the interests of the Holder of any
other Trust Regular Interest Certificate are affected by such matter, such
Holder or such other


 


12

















 


Person (other than GECS or
any of its Affiliates) as may be designated in the applicable Trust Regular
Interest Supplement.


 


For purposes of the
foregoing, each of the Lender Collateral Interest, the interests of the Holder
of the Note Trust Certificate and the interests of the Holder of any other
Trust Regular Interest Certificate shall be presumed to be affected by any
matter as to which this Agreement states that the Trustee shall or may be
instructed by the Required Parties (x) if the applicable Required Party has
notified the Trustee that in the judgment of such Required Party, the
applicable interests are affected and (y) in the absence of such notice, unless
(in the case of this clause (y)) the Holder of the Owner Interest
Certificate or the applicable Required Party has delivered an Officer’s
Certificate to the Trustee to the effect that any such interests are not
affected by such matter.


 


“Responsible Officer”
means, with respect to the Trustee, any officer within the Corporate Trust
Office of the Trustee, including any Vice President, Assistant Vice President,
Secretary or Assistant Secretary, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.


 


“Restatement Date”
means June 27, 2003.


 


“Retailer” means the
Banana Republic Retailers; the Gap Retailers; the GECAF Retailers; Home Depot
U.S.A., Inc.; the JCPenney Retailers; the Lowe’s Retailers; Montgomery Ward;
the Old Navy Retailers; the Sam’s Club Retailers; the Wal-Mart Retailers; and
from time to time, any “Additional Retailer” designated pursuant to (and as
defined in) the Trust Receivables Purchase Agreement.  It is understood and agreed that additional retailers who from
time to time become GECAF Retailers shall automatically be treated as Retailers
with respect to the Originator’s GECAF program without the necessity of
complying with the terms of the Trust Receivables Purchase Agreement.


 


“RFS FASIT” means the
Borrower Collateral (other than amounts paid to the Borrower pursuant to Sections
6.3(a)(viii), 6.3(a)(x), 6.3(b)(vii) or 6.3(b)(ix) of
the Funding Agreement) designated as a FASIT within the meaning of Section 860L
of the IRC.


 


“RFSHI Letter of Credit”
is defined in the RFS Holding, Inc. Letter of Credit Agreement.


 


13

















 


“RFSHI Letter of Credit
Agreement” means that certain RFS Holding, Inc. Letter of Credit Agreement
dated as of June 27, 2003 among RFS Holding, Inc., the Borrower and the lender
under the Funding Agreement.


 


“S&P” means
Standard & Poor’s Ratings Services, a division of the McGraw-Hill
Companies, Inc., or any successor thereto.


 


“Sam’s Club Program
Agreement” means that certain Third Amended and Restated Consumer Credit
Card Program Agreement, dated as of February 1, 1999, by and among Wal-Mart
Stores, Inc., Sam’s West, Inc., Sam’s East, Inc. and Originator.


 


“Sam’s Club Retailers”
means Sam’s West, Inc., a Delaware corporation, Sam’s East, Inc., a Delaware
corporation, and their respective successors and permitted assigns under the
Sam’s Club Program Agreement.


 


“Series Certificate”
is defined in Section 5.1(d).


 


“Servicer” means the
Originator, in its capacity as the Servicer under the Funding Agreement, or any
other Person designated as a successor servicer pursuant to the Servicing
Agreement.


 


“Servicer Performance
Guaranty” means that certain Servicer Performance Guaranty dated as of June
27, 2003, by GE Capital, as Servicer Performance Guarantor.


 


“Servicing Agreement”
means that certain Servicing Agreement dated as of June 27, 2003, among
Originator, as Servicer, the Trust, and, upon its accession as provided
therein, the Note Trust.


 


“Specified Retailer
Receivables means the Transferred Receivables arising in the Originator’s
programs for Home Depot U.S.A., Inc. and Montgomery Ward.  Transferred Receivables arising in the
Originator’s program for Montgomery Ward that have been transferred to the
Originator’s program for the Wal-Mart Retailers shall not be considered
Specified Retailer Receivables.


 


“Sub-Servicer” means
any Person with whom the Servicer enters into a Sub Servicing Agreement.


 


“Sub-Servicing Agreement”
means any written contract entered into between the Servicer and any
Sub-Servicer pursuant to and in accordance with the Servicing Agreement.


 


14

















 


“Tax Opinion” means,
with respect to any action, an Opinion of Counsel to the effect that, for
federal income tax purposes, (a) such action will not cause the Trust to be
classified, for federal income tax purposes, as an association (or publicly
traded partnership) taxable as a corporation and (b) such action will not cause
or constitute an event in which gain or loss would be recognized by any Holder.


 


“Transfer Agreements”
means the Prior Transfer Agreement and the Trust Receivables Purchase
Agreement.


 


“Transferred Receivable”
means any Receivable acquired by the Trust pursuant to the Prior Transfer
Agreement, any predecessor agreement or the Trust Receivables Purchase
Agreement, as applicable, but excluding any such Receivable that has
subsequently been repurchased pursuant to either such Agreement or purchased by
the Servicer pursuant to the Servicing Agreement.


 


“Trust” means RFS
Funding Trust, the Delaware statutory trust created by this Agreement.


 


“Trust Accounts”
means each of the Collection Account and any other account designated as a
“Trust Account” in any Trust Regular Interest Supplement.


 


“Trust Estate” means
all right, title and interest of the Trust in and to the property and rights
assigned to the Trust pursuant to Article II of the Trust Receivables
Purchase Agreement, all funds on deposit from time to time in the Trust
Accounts and all other property of the Trust from time to time, including any
rights of the Trustee and the Trust pursuant to the Transfer Agreements and the
Administration Agreement.


 


“Trust Receivables
Purchase Agreement” means that certain Receivables Purchase and
Contribution Agreement dated as of June 27, 2003, between RFS Holding, L.L.C.
and the Trust.


 


“Trust Regular Interest
Certificate” means the Note Trust Certificate and each Additional Trust
Regular Interest Certificate.


 


“Trust Regular Interest
Supplement” means a supplement to this Agreement.


 


“Trust Regular Interests”
means (i) the beneficial interest in the Trust Estate evidenced by the Note
Trust Certificate and (ii) any additional regular


 


15

















 


interests in the RFS FASIT
created pursuant to any Trust Regular Interest Supplement and represented by
Additional Trust Regular Interest Certificates.


 


“Trust Statute” means
Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code, §3801
et.  seq., as the same may be amended
from time to time.


 


“Trustee” means
Deutsche Bank Trust Company Delaware, not in its individual capacity but solely
as trustee pursuant to this Agreement.


 


“UCC” means, with
respect to any jurisdiction, the Uniform Commercial Code as the same may, from
time to time, be enacted and in effect in such jurisdiction.


 


“Wal-Mart Program
Agreement” means that certain Consumer Credit Card Program Agreement dated
as of August 26, 1999, by and between Wal-Mart Stores, Inc. and Originator.


 


“Wal-Mart Retailers”
means “Retailer” as such term is defined in the Wal-Mart Program Agreement.


 


Section 1.2             Other Interpretive Matters.  All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in
any document delivered pursuant thereto unless otherwise defined therein.  For purposes of this Agreement, unless the
context otherwise requires:  (a)
accounting terms not otherwise defined herein and accounting terms partly
defined herein to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles; and unless
otherwise provided, references to any month, quarter or year refer to a fiscal
month, quarter or year as determined in accordance with the GE Capital fiscal
calendar; (b) unless defined in this Agreement or the context otherwise
requires, capitalized terms used in this Agreement which are defined in the UCC
shall have the meaning given such term in the UCC; (c) references to any amount
as on deposit or outstanding on any particular date means such amount at the
close of business on such day; (d) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any
particular provision of this Agreement; (e) references to any Section, Schedule
or Exhibit are references to Sections, Schedules and Exhibits in or to this
Agreement, and references to any paragraph, subsection, clause or other
subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (f) the
term “including” means “including without limitation”; (g) references to any
law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; (h) references to


 


16

















 


any agreement refer to that
agreement as from time to time amended, restated or supplemented or as the
terms of such agreement are waived or modified in accordance with its terms;
(i) references to any Person include that Person’s successors and assigns; and
(j) headings are for purposes of reference only and shall not otherwise affect
the meaning or interpretation of any provision hereof.


 


ARTICLE II



ORGANIZATION


 


Section 2.1             Name.  The Trust created hereby shall be known as
“RFS Funding Trust”, in which name the Trustee shall conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.  The Trust is
being formed by the conversion of RFS Funding Incorporated, a Delaware
corporation, into a statutory trust.  To
evidence and effect such conversion and formation, Trustee is authorized and
empowered to file the Certificate of Trust and a Certificate of Conversion to
Statutory Trust, in the form set out in Exhibit D, with the Delaware
Secretary of State.


 


Section 2.2             Office.  The office of the Trust shall be in care of
the Trustee at the Corporate Trust Office or at such other address as the
Trustee may designate by written notice to the Certificateholders and RFS
Holding, Inc.


 


Section 2.3             Purposes and Powers.  The purpose of the Trust is, and the Trust
shall have the power and authority to, engage in the following activities:


 


(a)           to borrow Advances pursuant to the
Funding Agreement and issue the Owner Interest Certificate and the Note Trust
Certificate pursuant to this Agreement and to issue Additional Trust Regular
Interest Certificates in one or more transactions;


 


(b)           to purchase the Receivables pursuant
to the Trust Receivables Purchase Agreement;


 


(c)           to Grant the Lender Collateral
Interest pursuant to the Funding Agreement and to hold, service and distribute
(i) to the Note Trust the Note Trust Percentage of the Trust Estate and (ii)
the Holder of any Additional Trust Regular Interest Certificate the applicable
Additional Trust Regular Interest Percentage of the Trust Estate;


 


17

















 


(d)           to enter into and perform its
obligations under the Related Documents to which it is to be a party;


 


(e)           to engage in those activities,
including entering into agreements, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith;
and


 


(f)            subject to compliance with the
Related Documents, to engage in such other activities as may be required in
connection with conservation of the Trust Estate and the making of
distributions to the Certificateholders and payments to the Noteholder.


 


The Trust shall not engage
in any activity other than in connection with the foregoing or other than as
required or authorized by this Agreement or the Related Documents.


 


Section 2.4             Appointment of Trustee.  RFS Holding, Inc. hereby appoints the
Trustee as trustee of the Trust effective as of the date hereof, to have all
the rights, powers and duties set forth herein and in the Trust Statute.


 


Section 2.5             Organizational Expenses.  RFS Holding, Inc. shall, upon the request of
the Trustee, promptly reimburse the Trustee for any organizational expenses of
the Trust paid by the Trustee.  RFS
Holding, Inc. may also take steps necessary, including the execution and filing
of any necessary filings, to ensure that the Trust is in compliance with any
applicable state securities law.


 


Section 2.6             Declaration of Trust.  The Trustee hereby declares that it will
hold the Trust Estate in trust upon and subject to the conditions set forth
herein for the use and benefit of the Certificateholders, subject to the
obligations of the Trust under the Related Documents.  It is the intention of the parties hereto that the Trust
constitute a statutory trust under the Trust Statute and that this Agreement
constitute the governing instrument of such statutory trust.


 


Section 2.7             Liability of the
Certificateholders.  Except as
provided in any Related Document, no Certificateholder shall have any personal
liability for any liability or obligation of the Trust.


 


Section 2.8             Title to Trust Property.  Subject to the Lien Granted to the Lender
Collateral Interest pursuant to the Funding Agreement, legal title to all the
Trust Estate shall be vested at all times in the Trust as a separate legal
entity, except where applicable law in any jurisdiction requires title to any
part of the Trust Estate to be vested in a trustee or trustees, in which case
title shall be


 


18

















 


deemed to be vested in the
Trustee, a co-trustee and/or a separate trustee, as the case may be.


 


Section 2.9             Situs of Trust.  The Trust will be located and administered
in the State of Connecticut.


 


Section 2.10           Representations and Warranties of
RFS Holding, Inc..  RFS Holding,
Inc. hereby represents and warrants to the Trustee that:


 


(a)     RFS Holding, Inc. is duly
organized and validly existing as a corporation in good standing under the laws
of the State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted.


 


(b)     RFS Holding, Inc. is duly
qualified to do business as a foreign corporation in good standing, and has
obtained all necessary licenses and approvals, in all jurisdictions in which
the ownership or lease of property or the conduct of its business shall require
such qualifications.


 


(c)     RFS Holding, Inc. has the
power and authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement have been
duly authorized by RFS Holding, Inc. by all necessary corporate or other
action.


 


(d)     The consummation of the
transactions contemplated by this Agreement and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of incorporation or by-laws of RFS Holding,
Inc., or any indenture, agreement or other instrument to which RFS Holding,
Inc. is a party or by which it is bound; or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than pursuant to the
Related Documents); or violate any law or, to the best of RFS Holding, Inc.’s
knowledge, any order, rule or regulation applicable to RFS Holding, Inc. of any
court or of any Federal or State regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over RFS Holding, Inc.
or its properties.


 


(e)     RFS Holding, Inc. has duly
executed and delivered this Agreement, and this Agreement constitutes a legal,
valid and binding


 


19

















 


obligation
of RFS Holding, Inc., enforceable in accordance with its terms, except as
enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law).


 


ARTICLE III



CERTIFICATES AND TRANSFER OF
INTERESTS


 


Section 3.1             Initial Ownership.  Upon the execution of the Existing Trust
Agreement and the filing of the Certificate of Conversion to Statutory Trust
and Certificate of Trust as required under §3820 of the Trust Statute, GECS was
the sole beneficial owner of the Trust. 
The Trustee executed the Owner Interest Certificate on behalf of the
Trust, authenticated the same and upon delivery of the Owner Interest
Certificate to RFS Holding, L.L.C., GECS ceased to be the beneficial owner of
the Trust and until the issuance of the Note Trust Certificate, RFS Holding,
L.L.C. was the sole beneficiary of the Trust. 
It was the intent of GECS that the delivery of the Owner Interest
Certificate was a contribution of capital from GECS to RFS Holding,
L.L.C..  Immediately prior to the
amendment and restatement of the Existing Trust Agreement, GECS has assigned
all of its rights and obligations under the Existing Trust Agreement to RFS
Holding, Inc., RFS Holding, Inc. has accepted such rights and responsibilities,
and GECS has been released from all of its obligations under the Existing Trust
Agreement.


 


So long as a FASIT election
has been made and is in effect for the RFS FASIT, RFS Holding, L.L.C. agrees
that it shall not transfer the Owner Interest Certificate in a manner that
would result in the Owner Interest Certificate of the RFS FASIT being held
other than by an Eligible Corporation.


 


Section 3.2             The Certificates.  The Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of an authorized officer of the
Trustee.  Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be, when authenticated pursuant to Section 3.3, validly issued and
entitled to the benefits of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of authentication and delivery of such Certificates.


 


20

















 


Section 3.3             Authentication of Certificates.  On written instruction from the Holder of
the Owner Interest Certificate, the Trustee shall cause the Note Trust
Certificate to be executed on behalf of the Trust, authenticated and delivered
to or upon the written order of the Holder of the Owner Interest Certificate,
signed by its principal executive officer or any vice president, without
further corporate or other action by any Person.  On written instruction from the Holder of the Owner Interest
Certificate in connection with the execution of any Trust Regular Interest
Supplement, and subject to compliance with Section 3.9, the Trustee
shall cause Additional Trust Regular Interest Certificates in an aggregate
amount specified therein to be executed on behalf of the Trust, authenticated
and delivered to or upon the written order of the Holder of the Owner Interest
Certificate, signed by its principal executive officer or any vice president,
without further corporate or other action by any Person, in authorized
denominations.  No Certificate shall
entitle its holder to any benefit under this Agreement, or shall be valid for
any purpose, unless there shall appear on such Certificate a certificate of
authentication substantially in the form set forth in Exhibit E,
executed by the Trustee by the manual signature of one of its authorized
signatories; such certificate of authentication shall constitute conclusive
evidence, and the only evidence, that such Certificate shall have been duly
authenticated and delivered hereunder. 
All Certificates shall be dated the date of their authentication.  No further Certificates shall be issued
except pursuant to Section 3.4, 3.5 or 3.9.


 


Section 3.4             Registration of Transfer and
Exchange of Certificates.  The Trust
shall keep or cause to be kept, at the office or agency maintained pursuant to Section
3.8, a register (the “Certificate Register”) in which, subject to
such reasonable regulations as it may prescribe, the Trust shall provide for
the registration of Certificates and of transfers and exchanges of
Certificates.  The Trustee shall be the
“Certificate Registrar” for the purpose of registering Certificates and
the transfers of Certificates as herein provided.  Upon any resignation of any Certificate Registrar, RFS Holding,
Inc. shall promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of the Certificate Registrar.  Any transfer of the Owner Interest
Certificate is subject to the terms of Section 16.1(d) of the Funding
Agreement.


 


Upon surrender for
registration of transfer of any Certificate at the office or agency maintained
pursuant to Section 3.8, if the requirements of Section 8-401(a) of the
UCC are met, the Trustee shall execute, authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Certificates in
authorized denominations of a like aggregate Ownership Amount.


 


21

















 


At the option of a Holder,
Certificates may be exchanged for other Certificates of authorized
denominations, of a like aggregate Ownership Amount, upon surrender of the
Certificates to be exchanged at the office or agency maintained pursuant to Section
3.8.  Whenever any Certificates are
so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC
are met, the Trustee shall execute, authenticate and deliver the Certificates
that the Certificateholder making the exchange is entitled to receive.


 


All Certificates issued upon
any registration of transfer or exchange of Certificates shall be entitled to
the same benefits under this Agreement as the Certificates surrendered upon
such registration of transfer or exchange.


 


Every Certificate presented
or surrendered for registration of transfer or exchange shall be duly endorsed
by, or be accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by, the Holder
thereof or his attorney duly authorized in writing.


 


No service charge shall be
made to a Certificateholder for any registration of transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Certificates.


 


The Owner Interest
Certificate and, except as otherwise provided in the applicable Trust Regular
Interest Supplement, each Additional Trust Regular Interest Certificate, and
any beneficial interest in such Certificates may not be acquired by: (a) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1)
of the Code or (c) any entity whose underlying assets include plan assets by
reason of a plan’s investment in the entity (each a “Benefit Plan”).  Except as otherwise provided in any
applicable Trust Regular Interest Supplement, by accepting and holding an
Additional Trust Regular Interest Certificate or an interest therein, the
Holder thereof shall be deemed to have represented and warranted that it is not
a Benefit Plan.  The Trustee shall have
no obligation to determine whether or not a Holder of a Certificate is or is
not a Benefit Plan.  Any Holder of an
Additional Trust Regular Interest Certificate or an interest therein shall, and
does hereby agree to, indemnify the Trust, RFS Holding, Inc., the
Administrator, the Trustee and the Certificate Registrar against any liability
that may result if its acquisition is not made in accordance with the
restrictions on transfer stated herein.


 


22

















 


Section 3.5             Mutilated, Destroyed, Lost or
Stolen Certificates.  If: (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate (provided, that the
Trustee shall not be required to verify the evidence provided to it), and (b)
there shall be delivered to the Certificate Registrar and the Trustee such
security or indemnity as may be required by them to hold each of them harmless,
then, in the absence of notice that such Certificate shall have been acquired
by a bona fide purchaser, and provided that the requirements of Section 8-405
of the UCC are met, the Trustee on behalf of the Trust shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a replacement Certificate of like tenor and
denomination.


 


In connection with the
issuance of any replacement Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment by the Certificateholder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.


 


Any replacement Certificate
issued pursuant to this Section in replacement of any mutilated, destroyed,
lost or stolen Certificate shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the mutilated, lost, stolen
or destroyed Certificate shall be found at any time, and shall be entitled to
all the benefits of this Agreement.


 


Section 3.6             Persons Deemed Certificateholders.  Prior to due presentation of a Certificate
for registration of transfer of any Certificate, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate shall be
registered in the Certificate Register (as of the day of determination) as the
owner of such Certificate for all purposes, and neither the Trustee nor the
Certificate Registrar shall be bound by any notice to the contrary.


 


Section 3.7             Access to List of
Certificateholders’ Names and Addresses. 
The Certificate Registrar shall furnish or cause to be furnished to the
Servicer and RFS Holding, Inc., within 15 days after receipt by the Certificate
Registrar of a request therefor from the Servicer or RFS Holding, Inc. in
writing, a list, in such form as the Servicer or RFS Holding, Inc. may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date.  If three
or more Certificateholders or one or more Holder(s) of Certificates evidencing not
less than 25% of the Outstanding Ownership Amount apply in writing to the
Trustee, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and such application shall be accompanied by a copy
of the


 


23

















 


communication that such
applicants propose to transmit, then the Trustee shall cause the Certificate
Registrar to, within five Business Days after the receipt of such application,
afford such applicants access during normal business hours to the current list
of Certificateholders.  Each Holder, by
receiving and holding a Certificate, shall be deemed to have agreed not to hold
any of RFS Holding, Inc., the Certificate Registrar or the Trustee accountable
by reason of the disclosure of its name and address, regardless of the source
from which such information was derived.


 


Section 3.8             Maintenance of Office or Agency.  The Trustee shall maintain an office or
offices or agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustee in respect of the Certificates and the Related Documents may be
served.  The Trustee initially
designated Deutsche Bank Trust Company Delaware, c/o Deutsche Bank Trust
Company Americas, Corporate Trust & Agency Services, 60 Wall Street, MS
NYC60-2515, New York, NY 10005, as its principal corporate trust office for
such purposes.  The Trustee shall give
prompt written notice to RFS Holding, Inc. and to the Certificateholders of any
change in the location of the Certificate Register or any such office or
agency.


 


Section 3.9             Issuances of Additional Trust
Regular Interest Certificates.  (a)
The Holder of the Owner Interest Certificate may from time to time direct the
Trustee, on behalf of the Trust, to execute, authenticate and deliver one or
more new Additional Trust Regular Interest Certificates in accordance with Section
3.3.  All Outstanding Certificates
shall be equally and ratably entitled as provided herein to the benefits of
this Agreement without preference, priority or distinction, all in accordance
with the terms and provisions of this Agreement and the applicable Trust Regular
Interest Supplement except as provided in the related Trust Regular Interest
Supplement.


 


(b)           On or before the Closing Date for any
new Additional Trust Regular Interest Certificate, the parties hereto will
execute and deliver a Supplement specifying the Principal Terms of the new
Additional Trust Regular Interest Certificate. 
Such Trust Regular Interest Supplement may modify or amend the terms of
this Agreement solely as applied to the new Additional Trust Regular Interest
Certificate and may grant the Holders of that Additional Trust Regular Interest
Certificate, or an agent or other representative of such Holders, notice and
consultation rights with respect to any rights or actions of Trustee.  Trustee’s obligation to authenticate the new
Additional Trust Regular Interest Certificate and to execute and deliver the
related Trust Regular Interest Supplement is subject to the satisfaction of the
following conditions:


 


24

















 


(i)            on or before the fifth Business Day
immediately preceding the Closing Date, the Holder of the Owner Interest
Certificate shall have given Trustee, Servicer and each Rating Agency notice of
such issuance and the Closing Date;


 


(ii)           the Holder of the Owner Interest
Certificate shall have delivered to Trustee the related Trust Regular Interest
Supplement, executed by each party hereto other than Trustee and a written
order in accordance with Section 3.3;


 


(iii)          the Rating Agency Condition shall have
been satisfied with respect to such issuance; and


 


(iv)          the Holder of the Owner Interest
Certificate shall have delivered to Trustee and each Rating Agency a Tax
Opinion, dated the Closing Date, with respect to such issuance.


 


Upon satisfaction of the
above conditions, Trustee shall execute the Trust Regular Interest Supplement
and execute, authenticate and deliver the Additional Trust Regular Interest
Certificate.


 


Section 3.10           Additional Advances.  The Holder of the Owner Interest Certificate
may from time to time direct the Trustee, on behalf of the Trust, to obtain
additional Advances in accordance with the Funding Agreement, so long as the
Holder of the Owner Interest Certificate has notified the Trustee that after
giving effect to such Advance the Note Trust Ownership Amount will not be less
than the Required Note Trust Ownership Amount. 
All Advances shall be equally and ratably entitled as provided herein to
the benefits of this Agreement without preference, priority or distinction, all
in accordance with the terms and provisions of this Agreement and the Funding
Agreement.


 


Section 3.11           Clean-Up Call Relating to Lender
Collateral Interest.  On any Payment
Date after the Borrowing Base has declined to $1,050,000,000 (which equals 10%
of the highest ever outstanding amount of Advances) or less, RFS Holding,
L.L.C. may reduce the Lender Collateral Interest to zero by depositing into the
Collection Account an amount equal to the greater of (i) the Lender Collateral
Interest Percentage of all Principal Receivables and Finance Charge Receivables
outstanding at the end of the related Monthly Period and (ii) the Lender Pay
Off Amount.


 


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ARTICLE IV



ACTIONS BY TRUSTEE


 


Section 4.1             Prior Notice to Holder of Owner
Interest Certificate with Respect to Certain Matters.  With respect to the following matters, the
Trustee shall not take action unless, at least 30 days before the taking of
such action, the Trustee shall have notified the Holder of the Owner Interest
Certificate in writing of the proposed action and the Holder of the Owner
Interest Certificate shall not have notified the Trustee in writing prior to
the 30th day after such notice is given that the Holder of the Owner Interest
Certificate have withheld consent or shall not have provided alternative
direction:


 


(a)           the initiation of any claim or
lawsuit by the Trust (except claims or lawsuits brought in connection with the
collection of the Receivables) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of Receivables);


 


(b)           the election by the Trust to file an
amendment to the Certificate of Trust;


 


(c)           the amendment of the Funding
Agreement;


 


(d)           the amendment, change or modification
of the Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner, or add any provision, that would not
materially adversely affect the interests of the Certificateholders as
evidenced by an officer’s certificate delivered by the Administrator; or


 


(e)           the appointment pursuant to this
Agreement of a successor Certificate Registrar, or the consent to the
assignment by the Certificate Registrar of its obligations under this
Agreement.


 


Section 4.2             Action by Holder of Owner
Interest Certificate with Respect to Certain Matters.  The Trustee shall not have the power, except
upon the direction of the Holder of the Owner Interest Certificate, except as
expressly provided in the Related Documents, to sell the Receivables after the
termination of the Funding Agreement and the reduction to zero of the Ownership
Amounts of all Trust Regular Interests. 
The Trustee shall take the actions referred to in the


 


26

















 


preceding sentence only upon
written instructions signed by the Holder of the Owner Interest Certificate.


 


Section 4.3             Action by Certificateholders with
Respect to Bankruptcy.  The Trustee
shall not have the power to commence a voluntary proceeding in bankruptcy
relating to the Trust without the unanimous prior approval of all
Certificateholders and the delivery to the Trustee by each such
Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Trust is insolvent.


 


Section 4.4             Restrictions on
Certificateholders’ Power.  The
Certificateholders shall not direct the Trustee to take or refrain from taking
any action if such action or inaction would be contrary to any obligation of
the Trust or the Trustee under this Agreement or any of the Related Documents
or would be contrary to Section 2.3, nor shall the Trustee be obligated
to follow any such direction, if given.


 


Section 4.5             Resignation of Servicer.  Neither the Trust nor the Trustee shall
consent to the appointment of a Successor Servicer under Section 6.1(a)
of Servicing Agreement without the prior written instruction of Required
Parties.


 


ARTICLE V



RIGHTS OF HOLDERS; ALLOCATIONS


 


Section 5.1             Rights of Holders.  (a) The Lender Collateral Interest has been
pledged pursuant to the Funding Agreement, and all Collections and Charged-Off
Receivables allocated to the Lender Collateral Interest shall be dealt with as
provided in the Funding Agreement.  The
applicable Lender Collateral Interest Percentage of all Collections and Charged-Off
Receivables shall be allocated to the Lender Collateral Interest.


 


(b)           Trust Regular Interest Certificates
shall represent fractional undivided interests in the Trust, which, with
respect to the related Trust Regular Interests, shall consist of the right to
receive or be allocated the Note Trust Percentage or applicable Additional
Trust Regular Interest Percentage of Collections and Charged-Off Receivables
with respect to the Transferred Receivables other than the Specified
Receivables and funds available under any applicable Enhancement.


 


27

















 


(c)           Unless otherwise specified in the
Trust Regular Interest Supplements with respect to each affected Trust Regular
Interest, no Trust Regular Interest Certificates shall represent any interest
in any Trust Account or Enhancement for the benefit of the Lender Collateral
Interest or any other Trust Regular Interest. 
The Holder of the Owner Interest Certificate shall own the remaining
interest in the Trust Estate not allocated pursuant to this Agreement or any
Trust Regular Interest Supplement to any Trust Regular Interest, including the
right to receive or be allocated Collections and Charged-Off Receivables with
respect to Transferred Receivables and other amounts at the times and in the
amounts specified in this Agreement, the Funding Agreement or any Trust Regular
Interest Supplement to be paid on account of the Owner Interest Certificate; provided
that the Owner Interest Certificate shall not represent any interest in any
Trust Account or any Enhancement, except as specifically provided in the
Funding Agreement or any Trust Regular Interest Supplement.


 


(d)           It is contemplated that RFS Holding,
L.L.C. will assign the Note Trust Certificate to the Note Trust and that the
Note Trust will pledge the Note Trust Certificate to the Indenture Trustee, as
collateral for one or more series of notes to be issued by the Note Trust
pursuant to the Indenture and one or more indenture supplements. The portion of
the Note Trust Certificate primarily securing each series of notes shall be
deemed to be a separate certificate (each, a “Series Certificate”).  This Section 5.1(d) is not intended
to modify the amount of Collections and Charged-Off Receivables otherwise
allocated to the Note Trust Certificate pursuant to this Agreement, but
portions of the Collections and Charged-Off Receivables so allocated shall be
deemed to be allocated to each Series Certificate, such portions to equal the
portions of such Collections and Charged-Off Receivables actually allocated to
the related series of notes issued pursuant to the Indenture. Unless and until
the Trust has been terminated: (i) a new Series Certificate shall be deemed to
be issued upon the issuance of each series of notes and shall have the same
designation (e.g., Series 2003-1) as such series of notes; (ii) the
amounts payable as interest and principal on such Series Certificate shall
equal the aggregate of the amounts payable on the related series of notes and
shall be payable at the times and in the amounts specified in the indenture
supplement for such series of notes; and (iii) all amounts available and
applied as credit enhancement with respect to such series of notes shall be
deemed to be available and applied as credit enhancement with respect to such
Series Certificate.


 


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Section 5.2             Foreclosure Rights.  Pursuant to the Funding Agreement, the Trust
has granted one or more parties the right, upon the occurrence of specified adverse
events, to foreclose upon and sell a portion of the Transferred Receivables,
and related Finance Charge Receivables, not to exceed the Specified Retailer
Receivables and the Lender Collateral Interest Percentage of all other
Transferred Receivables and all Finance Charge Receivables relating to
both.  Pursuant to the Indenture
Security Agreement, the Indenture and one or more indenture supplements, the
Note Trust may similarly grant to the indenture trustee under the Indenture the
right, upon the occurrence of specified events of default, to foreclose upon
and sell various portions of the Transferred Receivables (other than Specified
Retailer Receivables), and related Finance Charge Receivables, not to exceed,
in the aggregate, Principal Receivables in an amount equal to the “Collateral
Amount” (as defined in an applicable supplement to the Indenture) and related
Finance Charge Receivables.  The Trustee
shall cooperate with the indenture trustee under the Indenture in the exercise
of any such right.


 


ARTICLE VI



AUTHORITY AND DUTIES OF TRUSTEE


 


Section 6.1             General Authority.  The Trustee is authorized and directed to
execute and deliver the Related Documents to which the Trust is to be a party
and each certificate or other document attached as an exhibit to or
contemplated by the Related Documents to which the Trust is to be a party, in
each case in such form as the Holder of the Owner Interest Certificate shall
approve as evidenced conclusively by the Trustee’s execution thereof.  In addition to the foregoing, the Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust pursuant to the Related Documents. 
Except as otherwise provided below, the Trustee is further authorized from
time to time to take such action as the Administrator recommends with respect
to the Related Documents.


 


Section 6.2             General Duties.  It shall be the duty of the Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
this Agreement and the Related Documents to which the Trust is a party and to
administer the Trust in the interest of the Certificateholders, subject to the
Related Documents and in accordance with this Agreement.  Notwithstanding the foregoing, the Trustee
shall be deemed to have discharged its duties and responsibilities hereunder
and under the Related Documents to the extent the Administrator has agreed in
the Administration Agreement to perform any act or to discharge any duty of the
Trustee hereunder or under any Related Document,


 


29

















 


and the Trustee shall not be
held liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.  Trustee shall have no power to vary the corpus of the Trust,
except as expressly provided in the Related Documents.


 


Section 6.3             Action upon Instruction.


 


(a)     The Required Parties shall
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to Trustee (a “Proceeding”), or
exercising any trust or power conferred on Trustee relating to such
Proceeding.  The Trustee shall not,
however, be required to take any action hereunder or under any Related Document
if the Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the
Trustee or is contrary to the terms hereof or of any Related Document or is
otherwise contrary to law.


 


(b)     Whenever Trustee is unable
to decide between alternative courses of action permitted or required by this
Agreement or any Related Document, Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Holder of the
Owner Interest Certificate and, if Trustee has actual knowledge that any
Proceeding is pending or has received notice from any Required Party that a
Proceeding is contemplated or is pending, each Required Party requesting
instruction as to the course of action to be adopted, and to the extent Trustee
acts in good faith in accordance with any written instruction received (i) from
the Required Parties or (ii) if Trustee does not have actual knowledge that a
Proceeding is pending and has not received notice from any Required Party that
a Proceeding is contemplated or pending, or otherwise if no instruction has
been received from the Required Parties, from the Holder of the Owner Interest
Certificate.  Trustee shall not be
liable on account of such action to any Person.  If Trustee shall not have received appropriate instruction within
ten (10) days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the Related
Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.


 


(c)     In the event that Trustee
is unsure as to the application of any provision of this Agreement or any
Related Document or any such


 


30

















 


provision
is ambiguous as to its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this Agreement permits any
determination by Trustee or is silent or is incomplete as to the course of
action that Trustee is required to take with respect to a particular set of
facts, Trustee may give notice (in such form as shall be appropriate under the
circumstances) to the Holder of the Owner Interest Certificate, and, if Trustee
has actual knowledge that any Proceeding is pending or has received notice from
any Required Party that a Proceeding is contemplated or pending, each Required
Party requesting instruction and, to the extent that Trustee acts or refrains
from acting in good faith in accordance with any such instruction received (i)
from the Required Parties or (ii) if Trustee does not have actual knowledge
that a Proceeding is pending and has not received notice from any Required
Party that a Proceeding is contemplated or pending, or otherwise if no
instruction has been received from the Required Parties, from the Holder of the
Owner Interest Certificate, Trustee shall not be liable, on account of such
action or inaction, to any Person.  If
Trustee shall not have received appropriate instruction within ten (10) days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Related Documents, as it shall deem to
be in the best interests of the Certificateholders, and shall have no liability
to any Person for such action or inaction.


 


Section 6.4             No Duties Except as Specified in
this Agreement or in Instructions. 
The Trustee shall not have any duty or obligation to manage, make any
payment with respect to, register, record, sell, dispose of or otherwise deal
with the Trust Estate, or to otherwise take or refrain from taking any action
under, or in connection with, any document contemplated hereby to which the
Trustee is a party, except as expressly provided by this Agreement or in any
document or written instruction received by the Trustee pursuant to Section
6.1 or 6.3, and no implied duties or obligations shall be read into
this Agreement or any Related Document against the Trustee.  The Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
Lien granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Agreement or any Related
Document.  Notwithstanding anything to
the contrary herein or in any Related Document, the Trustee shall not be
required to execute, deliver or certify on


 


31

















 


behalf of the Trust or any
other Person any filings, certificates, affidavits or other instruments
required under the Sarbanes-Oxley Act of 2002, if applicable.


 


Section 6.5             No Action Except Under Specified
Documents or Instructions.  The
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with
any part of the Trust Estate except: (i) in accordance with the powers granted
to and the authority conferred upon the Trustee pursuant to this Agreement,
(ii) in accordance with the Related Documents and (iii) in accordance with any
document or instruction delivered to the Trustee pursuant to Section 6.1
or 6.3.


 


Section 6.6             Restrictions.  The Trustee shall not take any action:  (a) that is inconsistent with the purposes
of the Trust set forth in Section 2.3 or (b) that, to the actual
knowledge of the Trustee, would result in the Trust becoming taxable as a
corporation for Federal income tax purposes. 
The Certificateholders shall not direct the Trustee to take action that
would violate this Section.


 


Section 6.7             Trust May Enforce Claims Without
Possession of Certificates.  All
rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trust without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trust shall be brought in the name of the
Trust.  Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of Trustee, its agents and counsel, be for the
ratable benefit of the Holders in respect of which such judgment has been
obtained.


 


Section 6.8             Confidentiality.  Information provided by RFS Holding, Inc. or
RFS Holding, L.L.C. to Trustee related to the transaction effected hereunder,
including all information related to the Obligors with respect to the
Receivables, and any computer software provided to Trustee in connection with
the transaction effected hereunder or under any Trust Regular Interest
Supplement, in each case whether in the form of documents, reports, lists,
tapes, discs or any other form, shall be “Confidential Information.” 
Trustee and its agents, representatives or employees shall at all times
maintain the confidentiality of all Confidential Information and shall not,
without the prior written consent of RFS Holding, Inc. or RFS Holding, L.L.C.,
as applicable, disclose to third parties (including Holders) or use such
information to compete or assist any other Person in competing with RFS
Holding, Inc. or RFS Holding, L.L.C. or in any manner whatsoever, in whole or
in part, except as expressly permitted under this Agreement or under any Trust
Regular Interest Supplement or as required to fulfill an obligation of Trustee
under this Agreement or under any Trust Regular


 


32

















 


Interest Supplement, in
which case such Confidential Information shall be revealed only to the extent
expressly permitted or only to Trustee’s agents, representatives and employees
who need to know such Confidential Information to the extent required for the
purpose of fulfilling an obligation of Trustee under this Agreement or under
any Trust Regular Interest Supplement. 
Notwithstanding the above, Confidential Information may be disclosed to
the extent required by law, statute, rule, regulation or legal process
(including any subpoena, civil investigative demand or similar demand or
request of any court, regulatory authority, arbitrator or arbitration to which
the Trustee or an affiliate or an officer, director, employee or shareholder
thereof is a party), provided that Trustee gives prompt written notice to RFS
Holding, Inc. or RFS Holding, L.L.C., as applicable, of the nature and scope of
such disclosure.  Notwithstanding
anything herein to the contrary, the foregoing shall not be construed to
prohibit (i) disclosure of any and all information that is or becomes publicly
known, or information obtained by the Trustee from sources other than RFS
Holding, Inc. or RFS Holding, L.L.C., (ii) disclosure of any and all
information (A) to any government agency or regulatory body having or claiming
authority to regulate or oversee any aspects of the Trustee’s business or that
of its affiliates, (B) in any preliminary or final offering circular,
registration statement or contract or other document pertaining to the
transactions contemplated herein approved in advance by RFS Holding, Inc. or
RFS Holding, L.L.C. or (C) to any affiliate, independent or internal auditor,
or attorney of the Trustee having a need to know the same, provided that the
Trustee executes a written confidentiality agreement with such recipient
substantially in the form of this Section 6.8, or (iv) any other
disclosure authorized by RFS Holding, Inc. or RFS Holding, L.L.C..


 


ARTICLE VII



CONCERNING THE TRUSTEE


 


Section 7.1             Acceptance of Trusts and Duties.  The Trustee accepts the trusts hereby
created and agrees to perform its duties hereunder with respect to such trusts
but only in accordance with the terms of this Agreement.  The Trustee also agrees to disburse all
moneys actually received by it constituting part of the Trust Estate upon the
terms of the Related Documents and this Agreement.  The Trustee shall not be answerable or accountable hereunder or
under any Related Document under any circumstances, except: (i) for its own
willful misconduct or gross negligence or (ii) in the case of the inaccuracy of
any representation or warranty contained in Section 7.3 expressly made
by the Trustee.  In particular,


 


33

















 


but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):


 


(a)     the Trustee shall not be
liable for any error of judgment made in good faith by a responsible officer of
the Trustee unless it is proved that the Trustee was grossly negligent in
ascertaining the pertinent facts;


 


(b)     the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in
accordance with the instructions of the Administrator, the Holder of the Owner
Interest Certificate or the Required Parties delivered in accordance with the
terms of this Agreement;


 


(c)     no provision of this
Agreement or any Related Document shall require the Trustee to expend or risk
funds or otherwise incur any financial liability in the performance of any of
its rights or powers hereunder or under any Related Document, if the Trustee
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured or
provided to it;


 


(d)     under no circumstances
shall the Trustee be liable for indebtedness evidenced by or arising under any
of the Related Documents, including the principal of and interest on the Notes
or any representation, warranty or covenant of the Trust;


 


(e)     the Trustee shall not be
responsible for or in respect of the validity or sufficiency of this Agreement
or for the due execution hereof by RFS Holding, Inc. or RFS Holding, L.L.C. or
for the form, character, genuineness, sufficiency, value or validity of any of
the Trust Estate or for or in respect of the validity or sufficiency of the
Related Documents, other than the certificate of authentication and the Trustee’s
signature on the Certificates, and the Trustee shall in no event assume or
incur any liability, duty or obligation to any Noteholder or to any
Certificateholder, other than as expressly provided for herein and in the
Related Documents;


 


(f)      the Trustee shall not be
liable for the default or misconduct of the Administrator, RFS Holding, Inc.,
the Servicer or any other Person under any of the Related Documents or
otherwise and the Trustee shall have no obligation or liability to perform the
obligations of the Trust under this Agreement or the Related Documents that are
required to be performed by the Administrator under the Administration
Agreement or


 


34

















 


the
Servicer under the Related Documents, and Trustee shall have no obligation to
monitor such persons with respect to such obligations;


 


(g)     the Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any Related
Document, at the request, order or direction of any of the Required Parties
unless such Required Parties have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Trustee therein or thereby. 
The right of the Trustee to perform any discretionary act enumerated in
this Agreement or in any Related Document shall not be construed as a duty, and
the Trustee shall not be answerable for other than its gross negligence or
willful misconduct in the performance of any such act; and


 


(h)     to the extent that, at law
or in equity, Trustee has duties and liabilities relating thereto to any
Person, such Persons agree that those duties and liabilities are replaced by
the terms of this Agreement.


 


Section 7.2             Furnishing of Documents.  The Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor, and at
the expense of the Certificateholders, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Trustee under the Related Documents.


 


Section 7.3             Representations and Warranties.  The Trustee hereby represents and warrants
to RFS Holding, Inc., for the benefit of the Certificateholders, that:


 


(a)     it is a banking
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware, with the requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement,


 


(b)     it has taken all corporate
action necessary to authorize the execution and delivery by it of this
Agreement, and this Agreement will be executed and delivered by one of its
officers who is duly authorized to execute and deliver this Agreement on its
behalf,


 


(c)     the execution and delivery
of this Agreement, the consummation of the transactions contemplated by this
Agreement and the


 


35

















 


fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of incorporation or by-laws of the Trustee, or
any indenture, agreement or other instrument to which the Trustee is a party or
by which it is bound; or violate any Federal or state law governing the banking
or trust powers of the Trustee; or violate any order, rule or regulation applicable
to the Trustee of any court or of any Federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Trustee or its properties, and


 


(d)     this Agreement, assuming
due authorization, execution and delivery by RFS Holding, L.L.C. and RFS
Holding, Inc., constitutes a valid, legal and binding obligation of the
Trustee, enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors’ rights generally and to general
principles of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.


 


Section 7.4             Reliance; Advice of Counsel.  (a) 
Except to the extent otherwise provided in Section 7.1, the
Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper (whether in its original or facsimile
form) believed by it to be genuine and believed by it to be signed by the
proper party or parties.  The Trustee
may accept a certified copy of a resolution of the board of directors or other
governing body of any party as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and
effect.  As to any fact or matter the
method of the determination of which is not specifically prescribed herein, the
Trustee may for all purposes hereof rely on a certificate, signed by the
president, any vice president, the treasurer or other authorized officers of
the relevant party as to such fact or matter, and such certificate shall
constitute full protection to the Trustee for any action taken or omitted to be
taken by it in good faith in reliance thereon.


 


(b)     In the exercise or
administration of the trusts hereunder and in the performance of its duties and
obligations under this Agreement or the Related Documents, the Trustee: (i) may
act directly or through its agents or attorneys pursuant to agreements entered
into with any of them, and the Trustee shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Trustee with reasonable care, and (ii) may consult with
counsel,


 


36

















 


accountants
and other skilled Persons to be selected with reasonable care and employed by
it.  The Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
opinion or advice of any such counsel, accountants or other such Persons.


 


Section 7.5             Not Acting in Individual Capacity.  Except as provided in this Article VII,
in accepting the trusts hereby created Deutsche Bank Trust Company Delaware
acts solely as Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Trustee by reason of the transactions
contemplated by this Agreement or any Related Document shall look only to the
Trust Estate for payment or satisfaction thereof.


 


Section 7.6             Trustee Not Liable for
Certificates or Receivables.  The
recitals contained herein and in the Certificates (other than the signature and
counter-signature of the Trustee on the Certificates) shall be taken as the
statements of RFS Holding, Inc. and RFS Holding, L.L.C., and the Trustee
assumes no responsibility for the correctness thereof.  The Trustee makes no representations as to
the validity or sufficiency of this Agreement, of any Related Document, of the
Certificates (other than the signature and authentication of the Trustee on the
Certificates) or of the Notes, or of any Receivable or related documents.  The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Lender under the Funding
Agreement, including: (a) the existence, condition and ownership of any
Receivable, (b) the existence and enforceability of any insurance thereon, (c)
the existence and contents of any Receivable on any computer or other record
thereof, (d) the validity of the assignment of any Receivable to the Trust or
of any intervening assignment, (e) the completeness of any Receivable, (f) the
performance or enforcement of any Receivable, and (g) the compliance by RFS
Holding, Inc. or the Servicer with any warranty or representation made under
any Related Document or the accuracy of any such warranty or representation or
any action of the Administrator or the Servicer or any subservicer taken in the
name of the Trustee.


 


Section 7.7             Trustee May Not Own Notes.  The Trustee shall not, in its individual
capacity, but may in a fiduciary capacity, become the owner or pledgee of Notes
or otherwise extend credit to the Trust. 
The Trustee may otherwise deal with RFS Holding, Inc., the Administrator
and the Servicer with the same rights as it would have if it were not the Trustee.


 


37

















 


ARTICLE VIII



COMPENSATION OF TRUSTEE


 


Section 8.1             Trustee’s Fees and Expenses.  The Trustee shall receive as compensation
for its services hereunder such fees as have been separately agreed upon before
the date hereof between GECS and the Trustee pursuant to the Existing Trust
Agreement, and the Trustee shall be entitled to be reimbursed by RFS Holding,
Inc. for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Trustee may employ in connection with the exercise
and performance of its rights and its duties hereunder.


 


Section 8.2             Indemnification.  RFS Holding, Inc. shall be liable as primary
obligor for, and shall indemnify the Trustee and its successors, assigns and
agents (collectively, the “Indemnified Parties”) from and against, any
and all liabilities, obligations, losses, damages, taxes, claims, actions and
suits, and any and all reasonable costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, “Expenses”), which may at any time be imposed on,
incurred by or asserted against the Trustee or any other Indemnified Party in
any way relating to or arising out of this Agreement, the Related Documents,
the Trust Estate, the administration of the Trust Estate or the action or
inaction of the Trustee hereunder, except only that RFS Holding, Inc. shall not
be liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from: (a) such Indemnified Party’s willful
misconduct or gross negligence or (b) with respect to the Trustee, the
inaccuracy of any representation or warranty contained in Section 7.3
expressly made by the Trustee.  The
indemnities contained in this Section shall survive the resignation or
termination of the Trustee or the termination of this Agreement.


 


In the event any proceeding
(including any governmental investigation) shall be instituted involving any
Indemnified Party pursuant to the preceding paragraph, such person shall
promptly notify RFS Holding, Inc. in writing and RFS Holding, Inc. shall have
the option to assume the defense thereof, including the retention of counsel
reasonably satisfactory to such Indemnified Party to represent such Indemnified
Party in such proceeding and shall pay the reasonable fees and disbursements of
such counsel related to such proceeding upon delivery to RFS Holding, Inc. of
demand therefor.  In any such proceeding,
any Indemnified Party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless 


 


38

















 


(i) RFS Holding, Inc. has
failed to assume the defense thereof, (ii) RFS Holding, Inc. and the
Indemnified Party shall have mutually agreed to the retention of such counsel
or (iii) the named parties to any such proceeding (including any impleaded
parties) include both RFS Holding, Inc. and the Indemnified Party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  It is understood that RFS Holding, Inc.
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such Indemnified Parties.  RFS Holding, Inc. shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
RFS Holding, Inc. agrees to indemnify the Indemnified Party from and against
any loss or liability by reason of such settlement or judgment.  RFS Holding, Inc. shall not, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which such Indemnified Party is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such proceeding.


 


Section 8.3             Payments to the Trustee.  Any amounts paid to the Trustee pursuant to
this Article VIII shall be deemed not to be a part of the Trust Estate
immediately after such payment.


 


ARTICLE IX



TERMINATION OF TRUST AGREEMENT


 


Section 9.1             Termination of Trust Agreement.  (a) 
If all outstanding interest, fees and other amounts under the Funding
Agreement have been paid and upon the earlier of (i) the Payment Date (as
defined in the Funding Agreement) on which the Borrowing Base decreases to zero
or, (ii) the date on which the outstanding Advances have been reduced to zero
(the “Funding Agreement Termination Date”) if at such time no Additional
Trust Regular Interest Certificate has been issued and has a positive Ownership
Amount, the Trust shall dissolve, and the Trust Estate shall automatically, and
without the necessity of further action by any Person, be distributed to the
Holder of the Note Trust Certificate. 
If any Additional Trust Regular Interest Certificate has been issued and
has a positive Ownership Amount on the Funding Agreement Termination


 


39

















 


Date, then dissolution of
the Trust shall be governed by the applicable Trust Regular Interest
Supplement. The bankruptcy, liquidation, dissolution, death or incapacity of
any Certificateholder shall not: (x) operate to dissolve or terminate this
Agreement or the Trust, (y) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.


 


(b)           Except as provided in Section
9.1(a), neither RFS Holding, Inc. nor any Certificateholder shall be
entitled to dissolve, revoke or terminate the Trust.


 


(c)           Upon the dissolution of the Trust and
the payment of all liabilities of the Trust in accordance with applicable law
and upon written direction from the holder of the Owner Interest Certificate,
the Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 (or successor section) of the Trust Statute, at
which time the Trust and this Agreement (other than Article VIII) shall
terminate.  The Trustee shall assign and
convey to the Note Trust or any of its designees, without recourse,
representation or warranty, all right, title and interest of Trustee in the
Trust Estate and all proceeds thereof. 
Trustee shall execute and deliver such instruments of transfer and
hereby authorizes, to the extent provided in applicable law, the filing without
its signature of UCC termination statements, in each case without recourse, as
shall reasonably be requested in writing by the Holder of the Owner Interest
Certificate to vest in the Holder of the Note Trust Certificate all rights,
title and interest that Trustee had in the Trust Estate and such other
property.


 


ARTICLE X



SUCCESSOR TRUSTEES AND ADDITIONAL
TRUSTEES


 


Section 10.1           Eligibility Requirements for
Trustee.  The Trustee shall at all
times: (a) be authorized to exercise corporate trust powers, (b) be a “bank”
within the meaning of the Investment Company Act of 1940, have a combined
capital and surplus of at least $50,000,000 and be subject to supervision or
examination by Federal or State authorities, and (c) have (or have a parent
that


 


40

















 


has) a rating of at least
“Baa3” by Moody’s or at least “BBB-” by S&P.  If such corporation shall publish reports of condition at least
annually, pursuant to law or the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  At all times, at least one Trustee of the
Trust shall satisfy the requirements of Section 3807(a) of the Trust
Statute.  In case at any time the Trustee
shall cease to be eligible in accordance with this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
10.2.


 


Section 10.2           Resignation or Removal of Trustee.  The Trustee may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Administrator.  Upon receiving such
notice of resignation, the Administrator, on behalf of the Trust, shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee.  If no
successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.


 


If at any time the Trustee
shall cease to be eligible in accordance with Section 10.1 and shall
fail to resign after written request therefor by the Administrator, or if at
any time the Trustee shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator, on behalf of the Trust, may remove the
Trustee.  If the Administrator, on behalf
of the Trust, shall remove the Trustee under the authority of the preceding
sentence, the Administrator, on behalf of the Trust, shall promptly appoint a
successor Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Trustee so removed and one copy
to the successor Trustee, and pay all fees owed to the outgoing Trustee.


 


Any resignation or removal
of the Trustee and appointment of a successor Trustee pursuant to this Section
shall not become effective until acceptance of appointment by the successor
Trustee pursuant to Section 10.3 and payment of all fees and expenses
owed to the outgoing Trustee.  The
Administrator shall provide notice of such resignation or removal of the
Trustee to each of the Rating Agencies.


 


41

















 


Section 10.3           Successor Trustee.  Any successor Trustee appointed pursuant to Section
10.2 shall execute, acknowledge and deliver to the Administrator and to its
predecessor Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties, and obligations of its predecessor under this Agreement, with like
effect as if originally named as the Trustee. 
The predecessor Trustee shall upon payment of its fees and expenses
deliver to the successor Trustee all documents and statements and monies held
by it under this Agreement; and the Administrator and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.


 


No successor Trustee shall
accept appointment as provided in this Section unless at the time of such
acceptance such successor Trustee shall be eligible pursuant to Section 10.1.


 


Upon acceptance of
appointment by a successor Trustee pursuant to this Section, the Administrator
shall mail notice of such appointment to all Certificateholders, the Operating
Agent and the Rating Agencies.  If the
Administrator shall fail to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Administrator.


 


Section 10.4           Merger or Consolidation of Trustee.  Any corporation or other entity into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided, such corporation shall be
eligible pursuant to Section 10.1, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; and provided further,
that the Trustee shall mail notice of such merger or consolidation to the
Rating Agencies.


 


Section 10.5           Appointment of Co-Trustee or
Separate Trustee.  Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust or
any Receivable may at the time be located, the Administrator, on behalf of the
Trust, and the Trustee acting jointly shall have the power and may 


 


42

















 


execute and deliver all
instruments to appoint one or more Person(s) approved by the Trustee to act as
co-trustee(s), jointly with the Trustee, or separate trustee(s), of all or any part
of the Trust Estate, and to vest in such Person(s), in such capacity and for
the benefit of the Certificateholders, such title to the Trust Estate, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Administrator, on behalf
of the Trust, and the Trustee may consider necessary or desirable.  If the Administrator, on behalf of the
Trust, shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Trustee alone shall have the power to
make such appointment.  No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 10.1 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.3.


 


Each separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:


 


(i)            all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act(s) are to be performed, the Trustee shall be incompetent or
unqualified to perform such act(s), in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Trustee;


 


(ii)           no trustee under this Agreement shall
be personally liable by reason of any act or omission of any other trustee
under this Agreement; and


 


(iii)          the Administrator, on behalf of the
Trust, and the Trustee acting jointly may at any time accept the resignation of
or remove any separate trustee or co-trustee.


 


Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of the
then separate trustees and co-trustees, as effectively as if given to each of
them.  Every instrument appointing any
separate


 


43

















 


trustee or co-trustee shall
refer to this Agreement and the conditions of this Article.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee.  Each such
instrument shall be filed with the Trustee and a copy thereof given to the
Administrator.


 


Any separate trustee or
co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact
with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its
name.  If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


The Trustee shall have no
obligation to determine whether a co-trustee or separate trustee is legally
required in any jurisdiction in which any part of the Trust Estate may be
located.


 


ARTICLE XI



MISCELLANEOUS


 


Section 11.1           Amendment; Waiver of Past Defaults.  (a) This Agreement or any Trust Regular
Interest Supplement may be amended from time to time (including in connection
with (i) adding covenants, restrictions or conditions applicable to the rights,
responsibilities or duties of RFS Holding, Inc. or the Holder of the Owner
Interest Certificate, such further covenants, restrictions or conditions as the
Board of Directors of RFS Holding, Inc. and Trustee shall consider to be for
the benefit or protection of the Holders, (ii) curing any ambiguity or
correcting or supplementing any provision contained herein or in any Trust
Regular Interest Supplement which may be defective or inconsistent with any
other provision contained herein or in any Trust Regular Interest Supplement or
to surrender any right or power conferred upon RFS Holding, Inc. or the Holder
of the Owner Interest Certificate, or (iii) the provision of additional
Enhancement for the benefit of Holders of any Additional Trust Regular
Interest) by RFS Holding, Inc., the Holder of the Owner Interest Certificate
and Trustee without consent of the Required Parties as provided for in the
applicable Trust


 


44

















 


Regular Interest Supplement,
provided that (x) RFS Holding, Inc. shall have delivered to Trustee an
Officer’s Certificate to the effect that RFS Holding, Inc. reasonably believes
that such action shall not adversely affect in any material respect the
interests of any Holder, (y) the Rating Agency Condition shall have been
satisfied with respect to any such amendment and (z) a Tax Opinion is delivered
in connection with any such amendment.


 


(b)     This Agreement or any
Trust Regular Interest Supplement may also be amended from time to time by RFS
Holding, Inc., the Holder of the Owner Interest Certificate and Trustee, with
the consent of the Required Parties for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Agreement or any Trust Regular Interest Supplement or of modifying in any
manner the rights of the Holders.


 


(c)     Promptly after the
execution of any such amendment or consent (other than an amendment pursuant to
paragraph (a)), Trustee shall furnish notification of the substance of
such amendment to each Required Party; and RFS Holding, Inc. shall furnish
prior notification of the substance of such amendment to each Rating Agency.


 


(d)     It shall not be necessary
for the consent of Required Parties under this Section to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. 
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Holders shall be subject to such
reasonable requirements as Trustee may prescribe.


 


(e)     Any Trust Regular Interest
Supplement executed in accordance with the provisions of Section 3.9
shall not be considered an amendment to this Agreement for the purposes of this
Section.


 


(f)      The Required Parties may,
on behalf of all related Holders, waive any default by RFS Holding, Inc. or RFS
Holding, L.L.C. in the performance of their obligations hereunder and its
consequences, except the failure to make any distributions required to be made
to Holders or to make any required deposits of any amounts to be so
distributed.  Upon any such waiver of a
past default, such default shall cease to exist, and any default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement.  No such waiver shall extend
to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived.


 


45

















 


Section 11.2           No Legal Title to Trust Estate in
Certificateholders.  The
Certificateholders shall not have legal title to any part of the Trust
Estate.  The Certificateholders shall be
entitled to receive distributions with respect to their undivided ownership
interest therein only in accordance with Articles V and IX.  No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders in, to and
under their ownership interest in the Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Trust
Estate.


 


Section 11.3           Limitations on Rights of Others.  The provisions of this Agreement are solely
for the benefit of the Trustee, RFS Holding, L.L.C.. and the Certificateholders,
and nothing in this Agreement, whether express or implied, shall be construed
to give to any other Person any legal or equitable right, remedy or claim in
the Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein, except that the Required Parties
shall be express third-party beneficiaries with respect to the rights expressly
provided to them herein.


 


Section 11.4           Notices.  (a) 
Unless otherwise expressly specified or permitted by the terms hereof,
all notices shall be in writing, personally delivered or mailed by certified
mail, postage prepaid and return receipt requested, and shall be deemed to have
been duly given upon receipt: (i) if to the Trustee, addressed to Deutsche Bank
Trust Company Delaware, c/o Deutsche Bank Trust Company Americas, Corporate
Trust & Agency Services, 60 Wall Street, 26th Floor - MS
NYC60-2606, New York, New York, 10005, and (ii) if to RFS Holding, Inc.,
addressed to c/o General Electric Capital Services, Inc., 1600 Summer Street, 6th
Floor, Stamford, CT 06927 , Attention: Manager of Finance - Securitization; or,
as to each party, at such other address as shall be designated by such party in
a written notice to the other party.


 


(b)     Any notice required or permitted
to be given to a Certificateholder shall be given by first-class mail, postage
prepaid, at the address of such Holder as shown in the Certificate
Register.  Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.


 


Section 11.5           Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or


 


46

















 


unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


Section 11.6           Separate Counterparts.  This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


Section 11.7           Successors and Assigns.  All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, RFS Holding, Inc.
and its successors, the Trustee and its successors and each Certificateholder
and its successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent,
waiver or other instrument or action by a Certificateholder shall bind the
successors and assigns of such Certificateholder.


 


Section 11.8           No Petition.  (a) 
The Trustee on behalf of the Trust, by entering into this Agreement and
each Certificateholder, by accepting a Certificate, hereby covenant and agree
that they will not at any time institute against RFS Holding, L.L.C. or the
Trust, or join in any institution against RFS Holding, L.L.C. or the Trust of,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Federal or State bankruptcy or similar
law in connection with any obligations relating to the Certificates, the Notes,
this Agreement or any of the Related Documents; provided that nothing in
this paragraph shall preclude, or be deemed to estop, the Trustee or any
Certificateholder from taking any action prior to the expiration of the
applicable preference period in any involuntary proceeding filed or commenced
against RFS Holding, L.L.C. or the Trust by a Person other than the Trustee or
such Certificateholder or to otherwise limit any claims that the Trustee or any
Certificateholder may have against RFS Holding, L.L.C. or the Trustee.


 


(b)           Without prejudice to the survival of
any other agreement of the parties hereunder, the agreements and obligations of
the Trustee and each Certificateholder contained in this Section 11.8
shall survive the termination of this Agreement.


 


Section 11.9           No Recourse.  Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder’s Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of RFS Holding, Inc., RFS Holding, L.L.C., the Servicer, the
Administrator, the Trustee or any Affiliate thereof and no recourse may be had
against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates or the Related Documents.


 


47

















 


Section 11.10        Headings.  The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


 


Section 11.11        GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.


 


Section 11.12        Administrator.  RFS Holding, Inc. and Trustee acknowledge
that the Administrator is authorized to execute on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust to prepare, file or deliver pursuant to this Agreement
and the Related Documents.  Upon written
request, the Trustee shall execute and deliver to the Administrator a power of
attorney appointing the Administrator its agent and attorney-in-fact to execute
all such documents, reports, filings, instruments, certificates and opinions.


 


48

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Trust Agreement to be duly executed by their
respective officers hereunto duly authorized as of the day and year first above
written.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY DELAWARE

  
	
   

  	
  as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth B. Ferry

  	
   

  
	
   

  	
   

  	
  Name: Elizabeth B. Ferry

  	
   

  
	
   

  	
   

  	
  Title:   Assistant
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rfs
  Holding, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
  Name: Iain J. Mackay

  	
   

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RFS
  Holding, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Iain J. Mackay

  	
   

  
	
   

  	
   

  	
  Name: Iain J. Mackay

  	
   

  
	
   

  	
   

  	
  Title:   Chief
  Financial Officer and Manager

  	
   

  



 


S-1

















 


EXHIBIT A

to Trust Agreement


 


FORM OF OWNER INTEREST CERTIFICATE


 


REGISTERED        

NUMBER R-


 


THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN.


 


RFS
FUNDING TRUST CERTIFICATE


 


evidencing a fractional
undivided interest in the Trust, as defined below, the property of which
includes a pool of credit card receivables sold to the Trust by Monogram Credit
Card Bank of Georgia and RFS Holding, L.L.C..


 


(This Certificate does not
represent an interest in or obligation of General Electric Capital Services,
Inc., General Electric Capital Corporation, Monogram Credit Card Bank of
Georgia or General Electric Company, or any of their respective affiliates,
except to the extent described below.)


 


THIS CERTIFIES THAT RFS
HOLDING, L.L.C. is the registered owner of a nonassessable, fully-paid,
undivided interest in the RFS Funding Trust (the “Trust”) formed by
General Electric Capital Services, Inc., a Delaware corporation (“GECS”).


 


The Trust was created
pursuant to a Trust Agreement dated as of December 19, 2002 among GECS, RFS
HOLDING, L.L.C. and DEUTSCHE BANK TRUST COMPANY DELAWARE, as trustee (the “Trustee”),
as amended and restated by the Amended and Restated Trust Agreement dated as of
June 27, 2003 (as so amended and restated, the “Trust Agreement”) among
RFS HOLDING, INC., RFS HOLDING, L.L.C. and the Trustee.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement.  This Certificate is
the duly authorized Certificate designated as “Owner Interest Certificate”
issued under and subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue of
the acceptance hereof assents and by which holder is bound.


 


A-1

















 


The Certificateholder, by
its acceptance of this Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust, or join in
any institution against the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or State bankruptcy or similar law in connection with
any obligations relating to any of the Related Documents.


 


Pursuant to Section
14.1(e) of the Funding Agreement, the Owner Interest Certificates may not
be acquired by any Person who is not an Eligible Corporation.  By accepting and holding this Certificate,
the Holder shall be deemed to have represented and warranted that it is an
Eligible Corporation.


 


Unless the certificate of
authentication hereon shall have been executed by an authorized officer of the
Trustee, by manual signature, this Certificate shall not entitle the holder
hereof to any benefit under the Trust Agreement or the Funding Agreement or be
valid for any purpose.


 


This Certificate shall be
construed in accordance with the laws of the State of Delaware, 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.


 


A-2

















 


IN WITNESS WHEREOF, the
Trustee on behalf of the Trust and not in its individual capacity has caused
this Certificate to be duly executed.


 


	
   

  	
  RFS Funding Trust

  
	
   

  	
   

  
	
   

  	
  By:  Deutsche Bank Trust Company Delaware, not in its individual capacity, but
  solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


A-3

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Trust Agreement.


 


 


Deutsche
Bank Trust Company Delaware,

as Trustee


 


 


	
  By:

  	
   

  
	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:  [                      ],
  200[   ]

  	
   

  



 


A-4

















 


ASSIGNMENT


 


FOR VALUE RECEIVED the
undersigned hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL
SECURITY

OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE


 




 





(Please print or type name
and address, including postal zip code, of assignee)


 




 





the within Certificate, and
all rights thereunder, hereby irrevocably constituting and appointing


 




 





Attorney to transfer said
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
  *

  
	
   

  	
  Signature
  Guaranteed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  



 


*NOTICE: The signature to
this assignment must correspond with the name as it appears upon the face of
the within Certificate in every particular, without alteration, enlargement or
any change whatever.  Such signature
must be guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company.


 


A-5

















 


EXHIBIT B

to Trust Agreement


 


FORM OF NOTE TRUST CERTIFICATE


 


REGISTERED        

NUMBER R-


 


THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN.


 


 


RFS
FUNDING TRUST CERTIFICATE


 


evidencing a fractional
undivided interest in the Trust, as defined below, the property of which
includes a pool of credit card receivables sold to the Trust by Monogram Credit
Card Bank of Georgia and RFS Holding, L.L.C..


 


(This Certificate does not
represent an interest in or obligation of General Electric Capital Services,
Inc., General Electric Capital Corporation, Monogram Credit Card Bank of
Georgia or General Electric Company, or any of their respective affiliates,
except to the extent described below.)


 


THIS CERTIFIES THAT
_________________ is the registered owner of a nonassessable, fully-paid,
undivided interest in the RFS Funding Trust (the “Trust”) formed by
General Electric Capital Services, Inc., a Delaware corporation (“GECS”).


 


The Trust was created
pursuant to a Trust Agreement dated as of December 19, 2002 among GECS, RFS
HOLDING, L.L.C. and DEUTSCHE BANK TRUST COMPANY DELAWARE, as trustee (the “Trustee”),
as amended and restated by the Amended and Restated Trust Agreement dated as of
June 27, 2003 (as so amended and restated, the “Trust Agreement”) among
RFS HOLDING, INC., RFS HOLDING, L.L.C. and the Trustee.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement.  This Certificate is
the duly authorized Certificate designated as “Note Trust Certificate” issued
under and subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue of
the acceptance hereof assents and by which holder is bound.


 


B-1

















 


The Certificateholder, by
its acceptance of this Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust, or join in
any institution against the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or State bankruptcy or similar law in connection with
any obligations relating to any of the Related Documents.


 


Unless the certificate of
authentication hereon shall have been executed by an authorized officer of the
Trustee, by manual signature, this Certificate shall not entitle the holder
hereof to any benefit under the Trust Agreement or the Funding Agreement or be
valid for any purpose.


 


This Certificate shall be
construed in accordance with the laws of the State of Delaware, 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.


 


B-2

















 


IN WITNESS WHEREOF, the
Trustee on behalf of the Trust and not in its individual capacity has caused
this Certificate to be duly executed.


 


	
   

  	
  RFS Funding Trust

  
	
   

  	
   

  
	
   

  	
  By:  Deutsche Bank Trust Company Delaware, not in its individual capacity, but
  solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


B-3

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Trust Agreement.


 


Deutsche
Bank Trust Company Delaware,

as Trustee


 


 


	
  By:

  	
   

  
	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:  [                      ],
  200[   ]

  	
   

  



 


B-4

















 


ASSIGNMENT


 


FOR VALUE RECEIVED the
undersigned hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL
SECURITY

OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE


 




 





(Please print or type name
and address, including postal zip code, of assignee)


 




 





the within Certificate, and
all rights thereunder, hereby irrevocably constituting and appointing


 




 





Attorney to transfer said
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
  *

  
	
   

  	
  Signature
  Guaranteed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  



 


*NOTICE: The signature to
this assignment must correspond with the name as it appears upon the face of
the within Certificate in every particular, without alteration, enlargement or
any change whatever.  Such signature
must be guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company.


 


B-5

















 


EXHIBIT C

to Trust Agreement


 


CERTIFICATE OF TRUST

OF

RFS FUNDING TRUST


 


This
Certificate of Trust of RFS Funding Trust (the “Trust”),
is being duly executed and filed by [Trustee Name], a [                                           ],
as trustee, to form a statutory trust under the Delaware Statutory Trust Act
(12 Del.  C.  §3801, et  seq.).


 


1.             Name.  The
name of the statutory trust being formed hereby is RFS Funding Trust.


 


2.             Delaware Trustee.  The name and business address of the trustee of the Trust in the
State of Delaware are [Trustee Name], [Address].


 


3.             Effective Date. 
This Certificate of Trust shall be effective as of its filing.


 


C-1

















 


IN WITNESS WHEREOF, the
undersigned, being the trustee of the Trust, has executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.


 


	
   

  	
  Deutsche
  Bank Trust Company Delaware 

  not in its individual
  capacity, but solely as trustee under a Trust Agreement dated as of [                        ],
  200[   ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


C-2

















 


EXHIBIT D


to
Trust Agreement


 


CERTIFICATE OF CONVERSION TO A STATUTORY TRUST


OF


RFS FUNDING INCORPORATED


TO


RFS FUNDING TRUST


 


This Certificate of
Conversion to Statutory Trust (the “Certificate of Conversion”), dated as of
December    , 2002, is being duly executed and filed by
RFS Funding Incorporated, a Delaware corporation (the “Corporation”), and
Deutsche Bank Trust Company Delaware, not in its individual capacity but solely
as trustee of RFS Funding Trust, a Delaware statutory trust (the “Trust”), to
convert the Corporation to the Trust, under the Delaware Statutory Trust Act
(12 Del.  C.  § 3801, et  seq.) (the
“Trust Act”) and the General Corporation Law of the State of Delaware (8 Del.  C.  §
101, et  seq.) (the “DGCL”).


 


1.             The name of the Corporation when it was originally
incorporated and immediately prior to the filing of this Certificate of
Conversion was RFS Funding Incorporated.


 


2.             The Corporation filed its original certificate of
incorporation with the Secretary of State of the State of Delaware and was
first incorporated on September 18, 1997 in the State of Delaware, and was
incorporated in the State of Delaware immediately prior to the filing of this
Certificate of Conversion.


 


3.             The name of the statutory trust into which the
Corporation shall be converted is RFS Funding Trust, as set forth in the
Certificate of Trust of RFS Funding Trust filed in accordance with the Trust
Act.


 


4.             The conversion of the Corporation to the Trust (the
“Conversion”) has been approved by the board of directors and the stockholders
of the Corporation in accordance with the provisions of Sections 228 and 266 of
the DGCL.


 


5.             The Conversion shall be effective upon the filing of
this Certificate of Conversion and the Certificate of Trust of RFS Funding
Trust with the Secretary of State of the State of Delaware.


 


D-1

















 


IN WITNESS WHEREOF, the
undersigned have executed this Certificate of Conversion as of the ____ day of
December, 2002.


 


D-2

















 


	
  RFS FUNDING INCORPORATED

  	
  DEUTSCHE BANK TRUST
  COMPANY DELAWARE, not in its individual capacity but solely as trustee of RFS
  Funding Trust

  
	
  By

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
								



 


D-3

















 


EXHIBIT E


to
Trust Agreement


 


FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Certificates referred to in the within-mentioned Trust Agreement.


 


 


Deutsche
Bank Trust Company Delaware,

as Trustee


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
  Date:  [                      ],
  200[   ]

  	
   

  



 


E-1