EXHIBIT 4.9


 


 


RECEIVABLES SALE AGREEMENT


 


between


 


MONOGRAM
CREDIT CARD BANK OF GEORGIA,


 


Seller,


 


and


 


RFS HOLDING, L.L.C.,


 


Buyer,


 


Dated as of June 27, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.2

  	
  Other
  Interpretive Matters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SALES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1

  	
  Sales

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.2

  	
  Acceptance by
  Buyer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.3

  	
  Grant of
  Security Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.4

  	
  Purchase
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.5

  	
  Adjustments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.6

  	
  Addition of
  Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.7

  	
  Removal of
  Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.8

  	
  Additional
  Sellers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.9

  	
  Additional
  Originators

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 3.1

  	
  Conditions to
  Initial Transfer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.2

  	
  Conditions to
  all Transfers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  OTHER MATTERS RELATING TO SELLER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1

  	
  Merger or
  Consolidation of, or Assumption of the Obligations of, Seller, etc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  BANKRUPTCY EVENTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1

  	
  Rights upon
  the Occurrence of a Bankruptcy Event

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1

  	
  Representations
  and Warranties of Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.2

  	
  Affirmative
  Covenants of Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.3

  	
  Negative
  Covenants of Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 7.1

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.2

  	
  No Waiver;
  Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.3

  	
  Successors
  and Assigns

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.4

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.5

  	
  Survival

  	
   

  
					



 


i

















 


	
   

  	
  Section 7.6

  	
  Complete
  Agreement; Modification of Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.7

  	
  GOVERNING
  LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.8

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.9

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.10

  	
  Section
  Titles

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.11

  	
  No Setoff

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.12

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.13

  	
  Further
  Assurances

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.14

  	
  Accounting
  Changes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section
  7.15

  	
  No Indirect
  or Consequential Damages

  	
   

  



 


SCHEDULES


 


	
   

  	
  SCHEDULE 1

  	
  List of
  Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCHEDULE
  6.1(a)

  	
  Seller’s
  UCC Information

  	
   

  



 


EXHIBITS


 


	
   

  	
  EXHIBIT A

  	
  Form of
  Assignment of Transferred Receivables in Additional Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT B

  	
  Form of
  Reassignment of Transferred Receivables in Removed Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT C

  	
  Form of Opinion
  of Counsel with Respect to Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT D

  	
  Form of Opinion
  of Counsel with Respect to Additional Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT E

  	
  Annual Opinion

  	
   

  



 


ii

















 


RECEIVABLES SALE AGREEMENT, dated as of June 27, 2003 (this “Agreement”), between MONOGRAM CREDIT CARD BANK OF
GEORGIA, a bank organized under the laws of the state of Georgia, as Seller (“Seller”)
and RFS HOLDING, L.L.C., a Delaware limited liability company, as Buyer (“Buyer”).


 


In consideration of the premises and the mutual covenants hereinafter
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.1             Definitions


 


“Account” means each Initial
Account and each Additional Account, but excludes any Account all of the
Receivables in which are either reassigned or assigned to Seller or its
designee in accordance with this Agreement, and any Accounts which in
accordance with the Seller’s customary practices have been removed from
Seller’s computer records due to lack of activity.  The term “Account” includes each account into which an Account is
transferred (a “Transferred Account”) so long as (a) such transfer is
made in accordance with the Credit and Collections Policies, and (b) such
Transferred Account can be traced or identified, by reference to or by way of
any Account Schedule delivered to Buyer pursuant to this Agreement, as an
account into which an Account has been transferred.  Notwithstanding the foregoing, no account in a Dual Card Program
shall be deemed to be a “Transferred Account” with respect to any Account in a
Private Label Program.  Any Account in
which the Principal Receivables have become Charged-Off Receivables shall cease
to be an Account for all purposes other than the calculation of Recoveries, and
no existing balance or future charges on such account shall be deemed to be
Transferred Receivables notwithstanding any subsequent reaffirmation of such
account by the Obligor and any resulting action by Originator.  The term Account includes an Additional
Account only from and after its Addition Date and includes any Removed Account
only prior to its Removal Date.  To avoid
doubt, and without limiting the foregoing, each Flagged Account is an Account.


 


“Accounting Changes” means,
with respect to any Person, (a) changes in accounting principles required by
the promulgation of any rule, regulation, pronouncement or opinion of the
Financial Accounting Standards Board of the American Institute of Certified
Public Accountants (or any successor thereto or any agency with similar
functions); (b) changes in accounting principles concurred by such Person’s
certified public accountants; (c) purchase accounting adjustments under A.P.B.
16 or 17 and EITF 88-16, and the application of the accounting principles set
forth in FASB 109, including the establishment of reserves pursuant thereto and
any subsequent reversal (in whole or in part) of such reserves; and (d) the
reversal of any reserves established as a result of purchase accounting
adjustments.


 

















 


“Account Schedule” means a computer
file or microfiche list containing a true and complete list of Accounts,
identified by account number (or by an alpha-numeric identifier that uniquely
and objectively identifies the applicable account number pursuant to a protocol
that has been provided to the Buyer) and setting forth the receivables balance
for each as of (i) the applicable Addition Cut-Off Date, in the case of an
Account Schedule relating to Additional Accounts, (ii) the Removal Notice Date,
in the case of an Account Schedule relating to Removed Accounts or (iii) the
date specified therein, in the case of any Account Schedule relating to
Transferred Accounts or any other Account Schedule.  Notwithstanding the foregoing, the initial Account Schedule does
not set forth receivables balances, and any failure to set forth receivables
balances in such a file or list shall not impair the file’s or list’s
effectiveness as an Account Schedule.


 


“Addition Cut-Off Date” means the date as of which any credit
card accounts are designated to be included as Additional Accounts, as
specified in the related Assignment.


 


“Addition Date” means, as to
any Additional Account, the date as of which Receivables outstanding in such
Additional Account are first sold to Buyer, as specified in the related
Assignment.


 


“Additional Accounts” is
defined in Section 2.6(a).


 


“Additional Retailer” means any
retailer for which Seller maintains a Private Label Program, a Dual Card
Program or both, which retailer is designated as an “Additional Retailer” in
accordance with Section 2.6(d).


 


“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.


 


“Aggregate Reassignment Amount”
means, for any reassignment of the Transferred Receivables pursuant to Section
6.1(f), the aggregate outstanding amount of Transferred Receivables
(including Principal Receivables and Finance Charge Receivables) as of the end
of the last preceding Monthly Period; provided that in no event shall
the Aggregate Reassignment Amount be less than the sum of the amounts specified
pursuant to the Indenture and the “Payoff Amount” specified (and as defined in)
the Funding Agreement.


 


“Agreement” is defined in the
preamble.


 


“Agreement Termination Date” is
defined in Section 7.4.


 


“Assignment” is defined in Section
2.6(c).


 


2

















 


“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 Related Documents.


 


“Average Recovery Price Ratio” means, as of any date, for any
Retailer, the average for the twelve preceding fiscal months of the percentage
equal to a fraction, the numerator of which is the total amount of recoveries
on related receivables for the applicable fiscal month and the denominator of
which is the aggregate amount of charged-off receivables for such fiscal month,
in each case for all serviced receivables in that Retailer’s program.  For purposes of the foregoing, “recoveries”
and “charged-off receivables” shall have the same meaning as “Recoveries” and
“Charged-Off Receivables,” respectively, but as applied to all serviced
receivables in a particular Retailer’s program, rather than only Transferred
Receivables.  Seller and Buyer may from
time to time modify the formula to calculate “Average Recovery Price Ratio” in
order to more closely approximate the actual Recoveries on Transferred Receivables.


 


“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.


 


“Bankruptcy Event” means, as to
any Person, any of the following events: (a) a case or proceeding shall
have been commenced against such Person seeking a decree or order in respect of
such Person (i) under any Debtor Relief Law, (ii) appointing a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or similar official)
for any such Person or for any substantial part of such Person’s assets, or
(iii) ordering the winding-up or liquidation of the affairs of any such
Person; or (b) such Person shall (i) file a petition seeking relief under
any Debtor Relief Law, (ii) consent or fail to object in a timely and
appropriate manner to the institution of proceedings thereunder or to the
filing of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
official) for such Person or for any substantial part of such Person’s assets,
(iii) make an assignment for the benefit of creditors, or (iv) take any
corporate or statutory trust action in furtherance of any of the foregoing.


 


“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 place of business (currently Georgia).


 


“Buyer” is defined in the
preamble.


 


3

















 


“Charged-Off Receivable” means
a Principal  Receivable (or any portion
thereof) arising in an Account which either (a) is 180 days past due or (b) 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 (a) or clause (b) to occur with respect to the
related Account.


 


“Closing Date” means June 27,
2003.


 


“Collections” means, for any
Receivable for any period, (a) the sum of all amounts, whether in the form
of cash, checks, drafts, or other instruments, received by Originator or
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, (b) cash proceeds of
Related Security with respect to such Receivable and (c) any in-store payments
received by a Retailer, Servicer or Originator with respect to such Receivable.


 


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


 


“Credit and Collection Policies”
means, with respect to each credit card program from which Accounts are drawn,
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.


 


“Credit Card Program Agreement”
means one or more agreements between Originator and a Retailer pursuant to
which Originator provides a Private Label Program or Dual Card Program or both
to the Retailer and its customers.


 


“Daily Sale Commencement Date” is defined in the Trust
Receivables Purchase Agreement.


 


“Date of Processing” means, as to
any transaction, the Business Day on which the transaction is first recorded on
Servicer’s computer file of consumer revolving accounts (without regard to the
effective date of such recordation).


 


“Debtor Relief Laws” means Title 11
of the United States Code, the Federal Deposit Insurance Act and all other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, readjustment
of debt, marshalling of assets or similar debtor relief laws of the United
States, any state or any foreign country from time to time in effect, affecting
the rights of creditors generally.


 


“Dual Card Program” means any arrangement in which Originator
agrees to extend general purpose credit card accounts to customers of a
Retailer, which accounts


 


4

















 


combine a private label credit line for use at the
Retailer’s retail establishments or in its catalogue sales business and a
general purpose credit line for use elsewhere.


 


“Eligible Account” means a credit
card account that (x) in the case of any Initial Account, satisfied each of the
requirements below as of the date that such account was first designated as a
“Designated Account” under (and as defined in) the Prior Transfer Agreement and
(y) in the case of any Additional Account, satisfies each of the requirements
below as of the applicable Addition Cut-Off Date:


 


(a)  the account (i) is established or acquired
by Originator pursuant to a Retailer’s Credit Card Program Agreement or is
otherwise established or acquired by Originator and (ii) is in existence and is
serviced by Servicer or any Sub-Servicer;


 


(b)  the account has not been cancelled;


 


(c)  the account is payable in United States
dollars;


 


(d)   the account is not a closed-end account;


 


(e)  except as provided below, the account has
not been identified as an account (i) the credit cards for which have been
reported to Originator as lost or stolen or (ii) the Obligor of which is the
subject of a bankruptcy proceeding;


 


(f)  none of the Receivables in the account have
been, sold, pledged, assigned or otherwise conveyed to any Person, unless any
such pledge or assignment is released on or before the Closing Date or the
Addition Date, as applicable;


 


(g)  except as provided below, none of the
Receivables in the account are Charged-Off Receivables or have been identified
by Originator, or by the relevant Obligor to Originator, as having been
incurred as a result of fraudulent use of a credit card;


 


(h)  the account has an Obligor who has provided
as his or her most recent billing address, an address located in the United
States or a United States military address;


 


(i)  none of the Receivables in the account is an
obligation of the United States, any state or agency or instrumentality or
political subdivision thereof; and


 


(j)  the account satisfies any additional
requirements agreed upon between Seller and Buyer from time to time.


 


Notwithstanding the foregoing, Eligible Accounts may
include accounts, the receivables in which have been written off as
uncollectible, or as to which Originator believes the related Obligor is
bankrupt and certain receivables that have been identified by the Obligor as
having been incurred as a result of fraudulent use of credit cards or any
credit


 


5

















 


cards have been reported to Originator as lost or
stolen, so long as (1) the balance of all receivables included in such accounts
is reflected on the books and records of Originator (and is treated for
purposes of the Related Documents) as “zero” and (2) charging privileges with
respect to all such accounts have been canceled and are not reinstated.


 


“Eligible Receivable”
means a Receivable:


 


(a)  that has arisen under an Eligible Account;


 


(b)  that was created in compliance with the
Credit and Collection Policies and all Requirements of Law applicable to
Originator the failure to comply with which would have a material adverse
effect on Buyer or any of its creditors, and pursuant to a Credit Card Program
Agreement that complies with all Requirements of Law applicable to Originator,
the failure to comply with which would have a material adverse effect on Buyer
or its assigns;


 


(c)  with respect to which all consents,
licenses, approvals or authorizations of, or registrations with, any
Governmental Authority required to be obtained or made by Originator in
connection with the creation of such Receivable or the execution, delivery and
performance by Originator of the related Credit Card Program Agreement, have
been duly obtained or made and are in full force and effect as of the date of
creation of such Receivable, but failure to comply with this clause (c) shall not cause a Receivable not
to be an Eligible Receivable if, and to the extent that, the failure to so
obtain or make any such consent, license, approval, authorization or
registration would not have a material adverse effect on Buyer or its assigns;


 


(d)  as to which, at the time of its transfer to
Buyer, Seller or Buyer will have good and marketable title free and clear of
all Liens (other than Permitted Encumbrances);


 


(e)  that is the subject of a valid transfer and
assignment (or the grant of a security interest) from Seller to Buyer of all
Seller’s right, title and interest therein;


 


(f)  that at and after the time of transfer to
Buyer is the legal, valid and binding payment obligation of the Obligor
thereof, legally enforceable against such Obligor in accordance with its terms,
except as enforceability may be limited by applicable Debtor Relief Laws, and
by general principles of equity (whether considered in a suit at law or in
equity);


 


(g)  that constitutes an “account” within the
meaning of UCC Section 9-102;


 


(h)  as to which, at the time of its transfer to
Buyer, Seller has not taken any action which, or failed to take any action the
omission of which, would, at the time of transfer to Buyer, impair Buyer’s
rights therein;


 


6

















 


(i)  that, at the time of its transfer to Buyer,
has not been waived or modified except as permitted by this Agreement;


 


(j)  that, at the time of its transfer to Buyer,
is not subject to any right of rescission, setoff, counterclaim or any other
defense of the Obligor (including the defense of usury), other than defenses
arising out of Debtor Relief Laws and except as such enforceability may be
limited by general principles of equity (whether considered in a suit at law or
equity) or as to which Seller makes an adjustment pursuant to Section 2.5;


 


(k)  as to which, at the time of its transfer to
Buyer, Seller has satisfied all obligations to be fulfilled at the time it is
transferred to Buyer; and


 


(l)  that qualifies as a “permitted asset” within
the meaning of Section 860L(c) of the Internal Revenue Code of 1986; provided,
that this clause (l) shall cease to apply if at any time the Transferred
Receivables are no longer part of a financial asset securitization investment
trust, within the meaning of Section 860L.


 


“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.


 


“Flagged Account” is defined in Section 2.1(b).


 


“GAAP” means generally accepted accounting principles in the
United States of America in effect from time to time.


 


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


 


“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 Seller relating to Seller’s GECAF private
label credit card program.


 


“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.


 


“Inactive Account” is defined in Section 2.7(c).


 


7

















 


“Indenture”
means the master indenture to be entered into between the Issuer and an
indenture trustee.


 


“Ineligible Receivable” is defined in Section 6.1(d).


 


“Initial Account” means each open end credit card account
identified in the Account Schedule delivered in connection with the execution
and delivery of this Agreement.


 


“Insurance Proceeds” means any
amounts payable to Seller pursuant to any credit insurance policies covering
any Obligor with respect to Receivables under such Obligor’s Account.


 


“Involuntary Removal” is defined in Section 2.7(b).


 


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


 


“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 Seller.


 


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


 


“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).


 


“Litigation” means, with
respect to any Person, any action, claim, lawsuit, demand, investigation or
proceeding pending or threatened against such Person before any court, board,
commission, agency or instrumentality of any federal, state, local or foreign
government or of any agency or subdivision thereof or before any arbitrator or
panel of arbitrators.


 


“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.


 


“Material Adverse Effect” means
a material adverse effect on (a) the ability of Seller to perform any of its
obligations under the Related Documents in accordance with the terms thereof,
(b) the validity or enforceability of any Related Document or the rights and
remedies of Seller or Buyer under any Related Document or (c) the Transferred
Receivables, the Contracts therefor or the ownership interests or Liens of
Seller or Buyer thereon or the priority of such interests or Liens.


 


8

















 


“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.


 


“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.
d/b/a Old Navy and Seller.


 


“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 Seller or any other originator so designated
pursuant to Section 2.9.


 


“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 Servicer’s books and records; 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.


 


“Participation Interest” is defined in Section 2.6(b).


 


“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.


 


“Permitted Encumbrances” means
the following encumbrances: (a) Liens for taxes or assessments or other
governmental charges not yet due and payable; (b) inchoate and unperfected
workers’, mechanics’, suppliers’ or similar Liens arising in the ordinary
course of business; and (c) presently existing or hereinafter created
Liens in favor of, or created by, Buyer.


 


“Person” means any individual,
sole proprietorship, partnership, joint venture, unincorporated organization,
trust, association, corporation (including a business trust),


 


9

















 


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. 
Amounts paid by Seller pursuant to Section 2.5 shall be deemed to
be Principal Collections.


 


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


 


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


 


“Private Label Program” means a
business arrangement in which Originator agrees to extend open end credit card
accounts to customers of a Retailer and such Retailer agrees to allow purchases
to be made at its retail establishments, or in its catalogue sales business,
under such accounts.


 


“Purchase Date” means the Closing Date and (a) prior to the
Daily Sale Commencement Date, the last day of each Monthly Period and (b)
thereafter, each Business Day.


 


“Purchase Price” is defined in Section 2.4(a).


 


“Rating Agency” is defined in
the Trust Receivables Purchase Agreement or the Transfer Agreement, as
applicable.


 


“Reassignment” is defined in Section 2.7(a).


 


“Receivable” means any amount owing by an Obligor under an
Account from time to time.


 


“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 Originator, Servicer, or any Sub-Servicer
with respect to the Transferred Receivables and the Obligors thereunder.


 


“Recoveries” means, with
respect to any Transferred Receivable: (a) Collections of such Transferred
Receivable received after such Transferred Receivable was charged off as
uncollectible but before any sale or other disposition of such Transferred
Receivable after charge off; and (b) any proceeds from such a sale or other
disposition of such a charged-off Transferred Receivable, in each of clauses (a) and (b)
net of expenses of recovery.


 


“Related Documents” means this
Agreement, the Trust Receivables Purchase Agreement, the Transfer Agreement,
the Trust Agreement, the Servicing Agreement, the


 


10

















 


Indenture and 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 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.


 


“Removed Accounts” is defined in Section 2.7(a).


 


“Removal Date” is defined in Section 2.7(a).


 


“Removal Notice Date” is
defined in Section 2.7(a).


 


“Requirements of Law” means, as to
any Person, the certificate of incorporation or articles of association and
by-laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation, or determination of an arbitrator or
Governmental Authority, in each case applicable to or binding upon such Person
or to which such Person is subject, whether federal, state or local.


 


“Retailer” means the Banana
Republic Retailers, the Gap Retailers, the GECAF Retailers, Home Depot U.S.A.,
Inc., 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 (a) additional retailers who from time
to time become GECAF Retailers shall automatically be treated as Retailers with
respect to Seller’s GECAF program without the necessity of complying with the
terms of Section 2.6(d) and (b) any Person designated as a Retailer
shall cease to be included as a Retailer if the Accounts related to that Person
are designated as Removed Accounts pursuant to Section 2.7(b), effective
at the time that the repurchase of the related Transferred Receivables is completed.


 


“RFS Funding Trust” means RFS Funding Trust, a Delaware
statutory trust.


 


“RFS Funding Trust Termination Date” means the date on which the
RFS Funding Trust is terminated pursuant to the Trust Agreement.


 


“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 Seller.


 


“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.


 


11

















 


“Seller” means Monogram Credit Card Bank of Georgia or any additional
Person designated as a “Seller” in accordance with Section 2.8.


 


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


 


“Servicing Agreement” means the Servicing Agreement dated as of
June 27, 2003, among Servicer, RFS Funding Trust and, upon its accession as
provided therein, the Issuer.


 


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


 


“Sub-Servicing Agreement” means
any written contract entered into between Servicer and any Sub-Servicer
relating to the servicing, administration or collection of the Transferred
Receivables.


 


“Subsidiary” means, with
respect to any Person, any corporation or other entity (a) of which securities
or other ownership interests having ordinary voting power to elect a majority
of the board of directors or other Persons performing similar functions are at
the time directly or indirectly owned by such Person or (b) that is
directly or indirectly controlled by such Person within the meaning of control
under Section 15 of the Securities Act.


 


“Transfer Agreement” means the Transfer Agreement to be entered
into between Buyer and the Issuer.


 


“Transfer Date” means a date on which Buyer acquires Transferred
Receivables from Seller pursuant to Section 2.1 or any Assignment.


 


“Transferred Account” is defined within the definition of
Account.


 


“Transferred Assets” is defined in Section 2.1.


 


“Transferred Receivable” means
any Receivable purchased by Buyer from Seller pursuant to this Agreement or any
Assignment, including Principal Receivables and Finance Charge Receivables that
exist at the time of purchase of any Principal Receivables in the same Account
or that arise in an Account after the date of purchase of Principal Receivables
in the Account. However, Receivables that are repurchased by Seller pursuant to
this Agreement or purchased by Servicer pursuant to the Servicing Agreement
shall cease to be considered “Transferred Receivables” from the date of such
purchase.


 


“Trust Agreement” means the
Amended and Restated Trust Agreement dated as of December 19, 2002 among Buyer,
General Electric Capital Services, Inc., and Deutsche Bank Trust Company
Delaware, as trustee, as amended and restated on June 27, 


 


12

















 


2003, among Buyer, RFS Holding, Inc. (as assignee of
General Electric Capital Services, Inc.) and Deutsche Bank Trust Company
Delaware, as trustee.


 


“Trust Receivables Purchase Agreement” means the Receivables
Purchase and Contribution Agreement dated as of June 27, 2003, between Buyer
and RFS Funding Trust.


 


“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.


 


“United States” means the United States of America, together
with its territories and possessions.


 


“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 Seller.


 


“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 certificate or other document delivered pursuant thereto unless otherwise
defined therein. For purposes of this Agreement and all related certificates
and other documents, unless the context otherwise requires: (a) accounting
terms not otherwise defined in this Agreement, and accounting terms partly
defined in this Agreement 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) terms defined in Article 9 of the UCC as in effect in the
applicable jurisdiction and not otherwise defined in this Agreement are used as
defined in that Article; (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 (or the certificate or other document in
which they are used) as a whole and not to any particular provision of this
Agreement (or such certificate or document); (e) references to any Section,
Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to
this Agreement (or the certificate or other document in which the reference is
made), 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 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;
and (i) references to any Person include that Person’s successors and permitted
assigns.


 


13

















 


ARTICLE II



SALES


 


Section 2.1             Sales.  (a) 
By execution of this Agreement, Seller does hereby transfer, assign, set
over and otherwise convey to Buyer, without recourse except as provided herein,
all its right, title and interest in, to and under, (i) the Receivables
existing at the opening of business on the Closing Date, and thereafter created
from time to time until the Agreement Termination Date (excluding, however, any
Receivables existing on the Closing Date or thereafter arising in any Account
relating to Montgomery Ward or to Seller’s currently existing program for Home
Depot U.S.A., Inc.), together with the Related Security and Collections with
respect thereto and related Recoveries, in each case together with all monies
due or to become due and all amounts received or receivable with respect
thereto and Insurance Proceeds relating thereto, (ii) without limiting the
generality of the foregoing or the following, all of Seller’s rights to receive
payments from any Retailer on account of in-store payments and any other
amounts received by such Retailer in payment of Receivables and (iii) all
proceeds of all of the foregoing (collectively, the “Transferred Assets”).  The foregoing does not constitute and is not
intended to result in the creation or assumption by Buyer of any obligation of
Originator, Seller or any other Person in connection with the Accounts or the
Transferred Receivables or under any agreement or instrument relating thereto,
including any obligation to Obligors, merchant banks, Retailers, clearance
systems or insurers.  The foregoing
conveyance shall be effective (x) on the Closing Date, as to all Transferred
Assets then existing, (y) thereafter until the Daily Sale Commencement Date, on
each Purchase Date, as to all Transferred Assets arising since the prior
Purchase Date and (z) from and after the Daily Sale Commencement Date,
instantaneously upon the creation of each Transferred Asset.


 


(b)           Seller
agrees, at its own expense, (i) on or prior to (x) the Closing Date, in the
case of the Initial Accounts, (y) the applicable Addition Date, in the case of
Additional Accounts, and (z) the applicable Removal Date, in the case of
Removed Accounts, to indicate, or cause to be indicated, in the appropriate
computer files that Receivables created (or reassigned, in the case of Removed
Accounts) in connection with the Accounts have been conveyed to Buyer pursuant
to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed Accounts)
by including, or causing to be included, in such computer files a code so
identifying each such Account (or, in the case of Removed Accounts, deleting,
or causing to be deleted, such code thereafter) and (ii) on or prior to the
date referred to in clauses (i)(x), (y) or (z),
as applicable, to deliver to Buyer an Account Schedule.  The initial such Account Schedule, as
supplemented from time to time to reflect Additional Accounts and Removed
Accounts, shall be marked as Schedule 1
to this Agreement and is hereby incorporated into and made a part of this
Agreement. Once the code referenced in clause (i)
of this paragraph has been included with respect to any Account, Seller further
agrees not to permit such code to be altered during the remaining term of this
Agreement unless and until (x) such Account becomes a Removed Account, or (y)
Seller shall have delivered to Buyer at least 30 days’ prior written notice of
its intention to do so and has taken such action as is necessary or advisable
to cause the interest of Buyer in the


 


14

















 


Transferred Receivables to continue to be perfected with the priority
required by this Agreement.  At any time
that the code referenced in clause (i) is included with respect to any
account, such account shall be a “Flagged Account.”


 


(c)           As
long as Seller continues to act as Servicer, Seller agrees to service, as
servicer for the Buyer, Charged-Off Receivables (and Finance Charge Receivables
arising in the same Accounts as such Charged-Off Receivables) that Buyer
repurchases pursuant to the Trust Receivables Purchase Agreement or the
Transfer Agreement. Such servicing shall be carried out in accordance with the
standards of care specified in the Servicing Agreement, and the compensation
received by Seller as Servicer under the Servicing Agreement shall also be
deemed to compensate Seller for its activities as servicer described in this
paragraph. For administrative convenience, and as long as the servicing
arrangement described above remains in effect, Buyer shall be allocated
Recoveries for each Monthly Period as follows: 
separately for each Retailer, the Average Recovery Price Ratio for such
Retailer multiplied by the aggregate Outstanding Balance (immediately prior to
charge-off) of Principal Receivables in that Retailer’s program that became
Charged-Off Receivables during such Monthly Period.  At or before the first time that any accounts relating to a Dual
Card Program are designated as Additional Accounts, Buyer and Seller shall
agree whether the foregoing calculation will be performed separately for the
Accounts in that Dual Card Program and for Accounts in the related Private
Label Program.


 


(d)           If
any accounts arising in one or more Dual Card Programs are designated as
Additional Accounts, Buyer and Seller may enter an agreement supplemental to
this Agreement specifying the portion (if any) of interchange revenue relating
to such accounts that is to be transferred from Buyer to Seller.


 


Section 2.2             Acceptance
by Buyer.


 


(a)           Buyer
hereby acknowledges its acceptance of all right, title and interest to the
property, now existing and hereafter created, conveyed to Buyer pursuant to Section 2.1. 
Buyer shall maintain a copy of Schedule 1,
as delivered to it from time to time.


 


(b)           Buyer
hereby agrees not to disclose to any Person any account numbers or other
information contained in the Account Schedule marked as Schedule
1 and delivered to Buyer, from time to time, except (i) to Servicer,
any Sub-Servicer or as required by a Requirement of Law applicable to Buyer,
(ii) in connection with the performance of Buyer’s duties hereunder, (iii) to
the indenture trustee under the Indenture in connection with its duties or (iv)
to bona fide creditors or potential creditors of Servicer or Seller for the
limited purpose of enabling any such creditor to identify Transferred
Receivables or Accounts subject to this Agreement.  Buyer agrees to take such measures as shall be reasonably
requested by Seller to protect and maintain the security and confidentiality of
such information and, in connection therewith, shall allow Seller or its duly
authorized representatives to inspect Buyer’s security and confidentiality
arrangements from time to time during normal business hours upon prior written
notice.  Buyer shall promptly notify
Seller of any request received by Buyer to disclose information of the type
described in this Section 2.2(b), which notice shall in any event be
provided no later than five (5)


 


15

















 


Business Days prior to disclosure of any such information unless Buyer
is compelled pursuant to a Requirement of Law to disclose such information
prior to the date that is five (5) Business Days after the giving of such
notice.


 


Section 2.3             Grant of Security Interest.  The parties hereto intend that each transfer
of the Transferred Assets shall constitute a sale by Seller to Buyer and not a
loan by Buyer to Seller secured by the Transferred Assets.  Notwithstanding anything to the contrary set
forth in this Section 2.3, if a
court of competent jurisdiction determines that any transaction provided for
herein constitutes a loan and not a sale, then the parties hereto intend that
this Agreement shall constitute a security agreement under applicable law and
that Seller shall be deemed to have granted, and Seller hereby grants, to Buyer
a first priority lien and security interest in and to all of Seller’s right,
title and interest in, to and under the Transferred Assets, subject only to
Permitted Encumbrances.


 


Section 2.4             Purchase Price.  (a) 
The purchase price for the Transferred Receivables and the other
Transferred Assets related thereto shall equal the fair market value of such
Transferred Receivables as agreed upon by Buyer and Seller prior to such sale
(such amount for any Transferred Assets, the “Purchase
Price”).


 


(b)           The
Purchase Price for any Transferred Assets sold by Seller shall be payable in
full in cash on each Purchase Date or less frequently if so agreed between
Buyer and Seller; provided, however, that Buyer may, with respect to any
sale, offset against such Purchase Price any amounts owed by Seller to Buyer
hereunder and which remain unpaid.  On
each such Purchase Date or other date set by the parties for payment, Buyer
shall, upon satisfaction of the applicable conditions set forth in Article III, make available to Seller the
Purchase Price for the applicable Transferred Assets in same day funds.  During the period beginning on the Daily
Sale Commencement Date and ending when mutually agreed between Buyer and
Seller, the Purchase Price payable on each Purchase Date shall be based on good
faith estimates of the amount of new Receivables since the prior Purchase Date,
and the Buyer and Seller shall make compensating payments on each Payment Date
as necessary to correct for any errors in estimation.


 


Section 2.5             Adjustments.  If on any day the outstanding amount of any
Principal Receivable is reduced because of a rebate, refund, unauthorized
charge or billing error to an accountholder, or because such Principal
Receivable was created in respect of merchandise which was refused or returned
by an accountholder, or if the outstanding amount of any Principal Receivable
is otherwise reduced other than on account of Collections thereof or such
amount being charged-off as uncollectible, then, Seller shall compensate Buyer
for such reduction in the outstanding amount of such Principal Receivable as
provided below. Any adjustment required pursuant to the preceding sentence
shall be made not later than the second Business Day after the Date of
Processing for the event giving rise to such adjustment or less frequently if
so agreed between Buyer and Seller.  The
amount of each such reduction shall be deducted from the amount of the Purchase
Price payable by Buyer to Seller on the Purchase Date that coincides with or
next follows the date of the adjustment, and Seller shall pay Buyer on that
Purchase Date any excess of the aggregate amount of such reductions over the
aggregate Purchase Price otherwise payable on that Purchase Date.
Notwithstanding the


 


16

















 


foregoing, on any Purchase Date the aggregate amount of such reductions
shall be paid gross by Seller to Buyer, without netting against the Purchase
Price, to the extent that Buyer informs Seller that Buyer requires funds to
make payments on account of such reductions under any of the Related Documents.


 


Section 2.6             Addition
of Accounts.


 


(a)           Additional
Accounts. From time to time, Seller may (and, if requested by Buyer, shall)
designate additional Eligible Accounts (“Additional
Accounts”) to be included as Accounts.  No Additional Accounts shall at the time of designation be part
of Seller’s program for Montgomery Ward or part of Seller’s program for Home
Depot, U.S.A., Inc. existing on the Closing Date.  In addition, any Additional Accounts that are not created
pursuant to any Retailer’s Credit Card Program Agreement may only be designated
with Buyer’s consent.  Seller’s failure
to designate Additional Accounts on Buyer’s request will not be deemed a breach
of this Agreement if Seller does not have Eligible Accounts reasonably
available for this purpose.


 


(b)           Participation Interests.  In lieu of, or in addition to, designating
Additional Accounts as required by subsection (a) above, Seller may
convey to Buyer participations or trust certificates representing undivided or
beneficial interests in a pool of assets primarily consisting of receivables
arising under revolving credit card accounts or other revolving credit accounts
owned by Seller or any of its Affiliates and collections thereon (“Participation Interests”).  Seller and Buyer will enter into a
supplement to this Agreement relating to the conveyance of any Participation
Interest.  Any conveyance of a
Participation Interest under this subsection (b)
shall only occur upon satisfaction of the conditions for conveyances of
Participation Interests under Section 2.6(c)
of the Trust Receivables Purchase Agreement.


 


(c)           Conditions
for Additions of Additional Accounts. 
Any sale of Receivables from Additional Accounts under subsection 2.6(a) shall occur only upon
satisfaction of the following conditions (to the extent provided below):


 


(i)            on or before the
Addition Date, Seller shall have delivered to Buyer, a written assignment in
substantially the form of Exhibit A
(the “Assignment”), and Seller shall
indicate in its computer files that the Receivables created in connection with
the Additional Accounts have been transferred to Buyer;


 


(ii)           Seller shall
deliver an Opinion of Counsel with respect to the Receivables in the Additional
Accounts to Buyer (in such numbers and with such additional addressees as Buyer
may reasonably request) substantially in the form of Exhibit D
(with appropriate modifications);


 


(iii)          Seller shall not
make more than one such designation per Retailer in any one Monthly Period; and


 


(iv)          Buyer shall have
determined that all requirements relating to the designation of such Additional
Accounts imposed by Buyer under the Trust


 


17

















 


Receivables
Purchase Agreement or the Transfer Agreement, as applicable, have been
satisfied.


 


(d)           Additional
Retailers.  Seller may from time to
time designate retailers as “Additional Retailers”
if Buyer is permitted to make the same designation under the Trust Receivables
Purchase Agreement or the Transfer Agreement, as applicable.


 


Section 2.7             Removal of Accounts.


 


(a)           From
time to time, but not more frequently than once during each Monthly Period for
any Retailer, Seller may request (which request Buyer may deny, except in the
case of Involuntary Removals effected pursuant to Section 2.7(b)) the
reassignment to it or its designee of all Buyer’s right, title and interest in,
to and under the Transferred Receivables then existing and thereafter created
in one or more Accounts (the “Removed Accounts”),
together with the Related Security and Collections with respect thereto and
Recoveries allocated to Buyer as provided herein, in each case together with
all monies due or to become due and all amounts received or receivable with
respect thereto and Insurance Proceeds relating thereto.  Any such reassignment shall be subject to
the satisfaction of the following conditions:


 


(i)            on or before the
tenth Business Day immediately preceding the Removal Date (the “Removal Notice Date”) Seller shall have given
Buyer written notice of such request and specifying the date for removal of the
Removed Accounts (the “Removal Date”);


 


(ii)           except in the case
of any Involuntary Removal, Buyer shall have delivered its written consent for
such removal to Seller;


 


(iii)          on or prior to the
Removal Date, Seller shall have delivered to Buyer an Account Schedule listing
the Removed Accounts; and


 


(iv)          except in the case
of any Involuntary Removal, Seller shall have delivered to Buyer an Officer’s
Certificate, dated as of the Removal Date, to the effect that (i) no selection
procedure believed by Seller to be materially adverse to the interest of Buyer
or any of its creditors has been used in removing Removed Accounts from among
any pool of Accounts of a similar type; and (ii) Accounts (or administratively
convenient groups of Accounts or Participation Interests, such as billing
cycles) were chosen for removal on a random basis or another basis that Seller
believes is consistent with achieving derecognition of the Transferred
Receivables under GAAP.


 


Upon satisfaction of the above conditions
(and subject to Buyer’s agreement, except in the case of Involuntary Removals,
and receipt by Buyer of the reassignment price agreed upon between Buyer and
Seller), Buyer shall execute and deliver to Seller or its designee a written
reassignment in substantially the form of Exhibit B
(the “Reassignment”) and shall, without
further action, be deemed to transfer, assign, set over and otherwise convey to
Seller or its designee, effective as of the Removal Date, without recourse,
representation or warranty, all the right, title and interest of Buyer in and
to the


 


18

















 


Transferred Receivables arising in the Removed Accounts, the Related
Security and Collections with respect thereto and Recoveries allocated to Buyer
as provided herein, together with all monies due or to become due and all
amounts received or receivables with respect thereto and Insurance Proceeds
relating thereto and all proceeds of the foregoing.  In addition, Buyer shall execute such other documents and
instruments of transfer or assignment and take such other actions as shall
reasonably be requested by Seller to effect the conveyance of Transferred
Receivables pursuant to this Section.


 


(b)           Seller
shall from time to time designate as Removed Accounts any Accounts designated
for purchase by a Retailer pursuant to the terms of the related Credit Card
Program Agreement (each, an “Involuntary Removal”).  Any repurchase of the Transferred
Receivables in Removed Accounts designated pursuant to this Section 2.7(b) shall be effected in the manner
and at a price determined in accordance with Section 6.1(e), as if
the Transferred Receivables being repurchased were Ineligible Receivables.  Seller and Buyer acknowledge and agree that
all Receivables then outstanding in Accounts related to Home Depot U.S.A., Inc.
(excluding Charged-Off Receivables) shall be purchased by Seller pursuant to
this Section 2.7(b) on a date designated by Home Depot U.S.A., Inc. in
July 2003.


 


(c)           Seller
may from time to time, at its option, by notice to Buyer, designate as a
Removed Account any Account (each, an “Inactive Account”) that either
(i) has had a zero balance and on which no charges have been made, in each case
for at least the preceding 12 months or (ii) has a zero balance and the Obligor
of which has agreed to open a credit card account in a related Dual Card
Program in substitution for such Account. 
On or prior to the Removal Date for any Inactive Accounts, Seller shall
have delivered to Buyer an Account Schedule listing the Inactive Accounts that
are to become Removed Accounts.


 


Section 2.8             Additional
Sellers.  Seller may designate additional or
substitute Persons to be included as Sellers under this Agreement by an
amendment to this Agreement if Buyer is permitted to consent to such
designation under the Trust Receivables Purchase Agreement or Transfer
Agreement, as applicable.


 


Section 2.9             Additional
Originators.  Seller may designate additional Persons as
Originators under this Agreement by an amendment to this Agreement and if
Buyer is permitted to consent to such designation under the Trust Receivables
Purchase Agreement or Transfer Agreement, as applicable.


 


ARTICLE III



CONDITIONS PRECEDENT


 


Section 3.1             Conditions to Initial Transfer.  The initial sale or conveyance hereunder
shall be subject to satisfaction of each of the following conditions precedent
(any one or more of which may be waived in writing by Buyer) as of the Closing
Date:


 


19

















 


(a)           Documents. 
This Agreement or counterparts hereof shall have been duly executed by,
and delivered to, Seller and Buyer, and Buyer shall have received such
documents, instruments, agreements and legal opinions as Buyer shall reasonably
request in connection with the transactions contemplated by this Agreement,
each in form and substance reasonably satisfactory to Buyer.


 


(b)           Governmental Approvals.  Buyer shall have received satisfactory
evidence that Seller has obtained all required consents and approvals of all Persons,
including all requisite Governmental Authorities, to the execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby.


 


(c)           Compliance with Laws.  Seller shall be in compliance with all
applicable foreign, federal, state and local laws and regulations, except to
the extent that the failure to so comply, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


Section 3.2             Conditions to all Transfers.  Each sale hereunder (including the initial sale) shall be subject
to satisfaction of the following further conditions precedent (any one or more
of which, except clause (b) below, may
be waived in writing by Buyer) as of the Transfer Date therefor:


 


(a)           The
representations and warranties of Seller contained herein or in any other
Related Document required to be made on such Transfer Date shall be true and
correct in all material respects as of such Transfer Date, both before and
after giving effect to such sale; and


 


(b)           Seller
shall be in compliance in all material respects with each of its covenants and
other agreements set forth herein.


 


The consummation by Seller of the sale, as applicable, of Transferred
Assets on any Transfer Date shall be deemed to constitute, as of any such
Transfer Date, a representation and warranty by Seller that the conditions in clauses (a) and (b)
of this Section 3.2 have been
satisfied.


 


ARTICLE IV



OTHER MATTERS RELATING TO SELLER


 


Section 4.1             Merger or Consolidation of, or
Assumption of the Obligations of, Seller, etc.


 


(a)           Seller
shall not consolidate with or merge into any other corporation or convey or
transfer its properties and assets substantially as an entirety to any Person
unless:


 


(i)            the Person formed
by such consolidation or into which Seller is merged or the Person which
acquires by conveyance or transfer the properties and assets of Seller
substantially as an entirety shall be, if Seller is not the surviving


 


20

















 


entity, an
entity organized and existing under the laws of the United States of America or
any State or the District of Columbia, and, if Seller is not the surviving
entity, such entity shall expressly assume, by an agreement supplemental
hereto, executed and delivered to Buyer, in form reasonably satisfactory to
Buyer, the performance of every covenant and obligation of Seller hereunder;


 


(ii)           Seller has
delivered to Buyer (A) an Officer’s Certificate stating that such
consolidation, merger, conveyance or transfer and such supplemental agreement
comply with this Section and that all conditions precedent herein provided for
relating to such transaction have been complied with, and (B) an Opinion of
Counsel to the effect that such supplemental agreement is a valid and binding
obligation of such surviving entity enforceable against such surviving entity
in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally from time to time in effect and
except as such enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity);


 


(iii)          if Seller is not
the surviving entity, the surviving entity shall file new UCC-1 financing
statements with respect to the interest of Buyer in the Transferred Assets, if
any; and


 


(iv)          prior written notice
shall have been delivered to the Rating Agencies with respect to such merger,
conveyance or transfer.


 


(b)           This
Section 4.1
shall not be construed to prohibit or in any way limit Seller’s ability to
effectuate any consolidation or merger pursuant to which Seller would be the
surviving entity.


 


(c)           The
obligations of Seller hereunder shall not be assignable nor shall any Person
succeed to the obligations of Seller hereunder except in each case in
accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 of this Agreement  or (iii) conveyances, mergers,
consolidations, assumptions, sales or transfers to other entities (1) for which
Seller delivers an Officer’s Certificate to Buyer indicating that Seller
reasonably believes that such action will not result in a Material Adverse
Effect, (2) which meet the requirements of clause (ii) of paragraph (a)
and (3) for which such purchaser, transferee, pledgee or entity shall expressly
assume, in an agreement supplemental hereto, executed and delivered to Buyer in
writing in form satisfactory to Buyer, the performance of every covenant and obligation
of Seller thereby conveyed.


 


ARTICLE V



BANKRUPTCY EVENTS


 


Section 5.1             Rights upon the Occurrence of a
Bankruptcy Event.  If a Bankruptcy
Event occurs with respect to Seller, Seller shall on the day any such event


 


21

















 


occurs, immediately cease to transfer Principal Receivables to Buyer
and shall promptly give notice of such event to the indenture trustee under the
Indenture, Buyer and the Rating Agencies. 
Notwithstanding any cessation of the transfer to Buyer of additional
Principal Receivables, Principal Receivables transferred to Buyer prior to the
occurrence of such Bankruptcy Event and Collections in respect of such
Principal Receivables, and Finance Charge Receivables whenever created accrued in
respect of such Principal Receivables, shall continue to be property of Buyer.


 


ARTICLE VI



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 6.1             Representations and Warranties
of Seller.  (a)  To induce Buyer to accept the Transferred
Assets, Seller makes the representations and warranties in subsections (i) through (viii) to Buyer, as of the Closing Date and
each subsequent Transfer Date.


 


(i)            Valid Existence; Power and Authority.  Seller (A) is a bank duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; (B) is duly qualified to conduct business and is in good standing
in each other jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification and where the failure to be
so qualified or in good standing would have a Material Adverse Effect; and
(C)  has all requisite power and authority to execute, deliver and perform
its obligations under this Agreement.


 


(ii)           UCC Information.  The true legal name of Seller as registered in the jurisdiction
of its organization, and the current location of Seller’s jurisdiction of
organization and the address of its chief executive office are set forth in Schedule 6.1(a) and such location and
address have not changed within the past 12 months.  In addition, Schedule 6.1(a)
lists Seller’s (A) federal employer identification number and (B)
organizational identification number as designated by the jurisdiction of its
organization.


 


(iii)          Authorization of Transaction; No Violation.  The execution, delivery and performance by
Seller of this Agreement and the other Related Documents to which Seller is a
party and the creation and perfection of all Liens and ownership interests
provided for herein: (A) have been duly authorized by all necessary action on
the part of Seller, and (B) do not violate any provision of any law or
regulation of any Governmental Authority, or contractual or restrictions
binding on Seller, except where such violations, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


(iv)          Enforceability.  On or prior to the Closing Date, each of the
Related Documents to which Seller is a party shall have been duly executed and
delivered by Seller and each such Related Document shall then constitute a
legal, valid and binding obligation of Seller enforceable against it in
accordance with its


 


22

















 


terms, subject
to bankruptcy, receivership, conservatorship, insolvency, reorganization,
moratorium and other similar laws of general applicability relating to or
affecting creditors’ rights and to general principles of equity.


 


(v)           Accuracy of Certain Information.  All written factual information heretofore
furnished by Seller to Buyer with respect to the Transferred Receivables for
the purposes of, or in connection with, this Agreement was true and correct in
all material respects on the date as of which such information was stated or
certified.


 


(vi)          Use of Proceeds.  No proceeds received by Seller under this Agreement will be used
by it for any purpose that violates Regulation U of the Federal Reserve Board.


 


(vii)         Judgment or Tax
Lien.  Seller is not aware of any
judgment or tax lien filing against Seller.


 


(viii)        Transferred Receivables.  With respect to Transferred Receivables and
Additional Accounts, Seller represents and warrants that:


 


(A)          each Transferred
Receivable satisfies the criteria for an Eligible Receivable as of the
applicable Transfer Date;


 


(B)           this Agreement creates
a valid and continuing security interest in the Transferred Receivables in
favor of Buyer, which (x) with respect to Transferred Receivables existing as
of the Closing Date and thereafter created in the Initial Accounts and the
Related Security and Collections and Recoveries with respect thereto, together
with all monies due or to become due and all amounts received or receivable
with respect thereto and Insurance Proceeds relating thereto and the proceeds
thereof, will be enforceable upon execution of this Agreement against Seller
and with respect to Transferred Receivables in Additional Accounts as of the
applicable Addition Date and thereafter created, and the Related Security and
Collections and Recoveries with respect thereto, together with all monies due
or to become due and all amounts received or receivable with respect thereto
and Insurance Proceeds relating thereto and the proceeds thereof, will be
enforceable against Seller as of the Addition Date, in each case as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity) and (y) upon filing of the financing statements
described in Section  2.1 and, in
the case of Transferred Receivables thereafter created, upon the creation
thereof, will be prior to all other Liens (other than Permitted Encumbrances);


 


(C)           the Transferred
Receivables constitute “accounts” within the meaning of UCC Section 9-102;


 


23

















 


(D)          immediately prior to
the conveyance of the Transferred Receivables pursuant to this Agreement,
Seller owns and has good and marketable title to the Transferred Receivables
free and clear of any Lien, claim or encumbrance of any Person, (other than
Permitted Encumbrances);


 


(E)           all authorizations,
consents, orders or approvals of or registrations or declarations with any
Governmental Authority required to be obtained, effected or given by Seller in
connection with the conveyance by Seller of the Transferred Receivables to
Buyer have been duly obtained, effected or given and are in full force and
effect;


 


(F)           Seller has caused or
will have caused, within ten (10) days of the Closing Date or the applicable
Addition Date, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest granted to Buyer under this Agreement in the
Transferred Receivables arising in the Initial Accounts and Additional
Accounts, respectively; and


 


(G)           subject to Permitted
Encumbrances, other than the transfer and assignment and the security interest
granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the
Transferred Receivables and Seller has not authorized the filing of and is not
aware of any financing statements against Seller that included  a description of collateral covering the
Transferred Receivables.


 


The representations and warranties described in this Section 6.1(a) shall survive the sale of the
Transferred Assets to Buyer, any subsequent assignment or sale of the
Transferred Assets by Buyer, and the termination of this Agreement and the
other Related Documents and shall continue until the payment in full of all
Transferred Assets.


 


(b)           Seller agrees that each Receivable in
any Account sold by Seller to RFS Funding Trust pursuant to the Prior Transfer
Agreement shall be deemed for all purposes (including the reassignment
obligations under Section 2.7 and this Section 6.1) to have been
sold by Seller to Buyer pursuant to this Agreement as of the day of such actual
sale, as if this Agreement had been in effect on that day.


 


(c)           Upon
discovery by Seller or Buyer of a breach of any of the representations and
warranties by Seller set forth in this Section 6.1,
the party discovering such breach shall give prompt written notice to the
other.  Seller agrees to cooperate with
Buyer in attempting to cure any such breach.


 


(d)           If
any representation or warranty of Seller contained in Section
6.1(a)(viii), is not true and correct in any material respect
as of the date specified therein with respect to any Transferred Receivable or
any Account and as a result of such breach


 


24

















 


any Transferred Receivables in the related Account become Charged-Off
Receivables or Buyer’s rights in, to or under such Transferred Receivables or
the proceeds of such Transferred Receivables are impaired or such proceeds are
not available for any reason to Buyer free and clear of any Lien other than
Permitted Encumbrances, unless cured within 60 days (or such longer period, not
in excess of 120 days, as may be agreed to by Buyer) after the earlier to occur
of the discovery thereof by Seller or receipt by Seller or a designee of Seller
of notice thereof given by Buyer, then such Transferred Receivable shall be
designated an “Ineligible Receivable;” provided that such
Transferred Receivables will not be deemed to be Ineligible Receivables but
will be deemed Eligible Receivables if, on any day prior to the end of such
60-day or longer period, (i) the relevant representation and warranty shall be
true and correct in all material respects as if made on such day and (ii)
Seller shall have delivered an Officer’s Certificate describing the nature of
such breach and the manner in which the relevant representation and warranty
became true and correct.


 


(e)           On
the first Purchase Date that coincides with or falls after the date on which
any Transferred Receivable is designated as an Ineligible Receivable, Seller
shall repurchase such Ineligible Receivable from Buyer as provided below. The
purchase price for the Ineligible Receivables in any Account shall equal the
Purchase Price paid for such Ineligible Receivables, less any Principal
Collections received on that Receivable in the interim.  On any Purchase Date the aggregate amount of
such repurchase prices then payable may be netted against the Purchase Price
then payable, unless, Buyer informs Seller that Buyer requires funds to make
payments on account of the related Ineligible Receivables under any of the
Related Documents, in which case such amounts shall be paid gross.


 


(f)            If
any representation or warranty of Seller contained in Section
6.1(a)(i), 6.1(a)(ii), 6.1(a)(iii) or 6.1(a)(iv) of this Agreement is not
true and correct in any material respect and such breach has a material adverse
effect on the Transferred Receivables transferred to Buyer by Seller or the
availability of the proceeds thereof to Buyer, Seller shall be obligated to
accept a reassignment of the Transferred Receivables if such breach and any
material adverse effect caused by such breach is not cured within 60 days of
such notice (or within such longer period, not in excess of 150 days, as may be
specified in such notice), on the terms set forth below; provided that
such Transferred Receivables will not be reassigned to Seller if, on any day
prior to the end of such 60-day or longer period (i) the relevant
representation and warranty shall be true and correct in all material respects
as if made on such day and (ii) Seller shall have delivered an Officer’s
Certificate describing the nature of such breach and the manner in which the relevant
representation and warranty became true and correct.


 


Seller shall pay to Buyer in immediately available funds not later than
12:00 noon, New York City time, on the first Payment Date following the Monthly
Period in which such reassignment obligation arises, in payment for such
reassignment, an amount equal to the Aggregate Reassignment Amount.  The payment of such deposit amount in
immediately available funds shall otherwise be considered payment in full of all
of the Transferred Receivables.


 


25

















 


(g)           Upon
the payment, if any, required to be made to Buyer as provided in Section 6.1(e) or 6.1(f), Buyer shall automatically and without
further action be deemed to transfer, assign, set over and otherwise convey to
Seller or its designee, without recourse, representation or warranty, all the
right, title and interest of Buyer in and to the applicable Transferred
Receivables, all moneys due or to become due and all amounts received with
respect thereto and all proceeds thereof. 
Buyer shall execute such documents and instruments of transfer or
assignment and take such other actions as shall reasonably be requested by
Seller to effect the conveyance of such Transferred Receivables pursuant to
this Section.


 


Section 6.2             Affirmative Covenants of Seller.  Seller covenants and agrees that, unless
otherwise consented to by Buyer, from and after the Closing Date and until the
date after the Agreement Termination Date when the Outstanding Balance of all
Transferred Receivables have been reduced to zero:


 


(a)           Account Allocations.  If Seller is unable for any reason to transfer Transferred
Receivables to Buyer in accordance with the provisions of this Agreement
(including by reason of the application of the provisions of Section 5.1 or an order by any Governmental
Authority that Seller not transfer any additional Principal Receivables to
Buyer) then, in any such event:  (i)
Seller agrees to allocate and pay to Buyer, after the date of such inability,
all Collections with respect to Principal Receivables and all amounts which
would have constituted Collections with respect to Principal Receivables but
for Seller’s inability to transfer such Transferred Receivables (up to an
aggregate amount equal to the amount of Principal Receivables held by Buyer on
such date of inability); (ii) Seller agrees that such amounts shall be deemed
Collections of Transferred Receivables; and (iii) for only so long as all
Collections and all amounts which would have constituted Collections are allocated
and applied in accordance with clauses (i)
and (ii), Principal Receivables (and all
amounts which would have constituted Principal Receivables, but for Seller’s
inability to transfer Transferred Receivables to Buyer) that are charged off as
uncollectible in accordance with this Agreement shall continue to be allocated
in accordance with the Servicing Agreement, and all amounts that would have
constituted Principal Receivables, but for Seller’s inability to transfer
Transferred Receivables to Buyer shall be deemed to be Principal Receivables
for the purpose of all calculations under the Related Documents.  If Seller is unable pursuant to any
Requirement of Law to allocate Collections as described above, Seller agrees
that it shall allocate collections, charge-offs and other incidents of the
receivables in the Accounts between Transferred Receivables and other
receivables outstanding in the Accounts on a basis reasonably intended to
approximate the actual portions allocable to Transferred Receivables and other
receivables, respectively.  The parties
hereto agree that Finance Charge Receivables, whenever created, accrued in
respect of Principal Receivables that have been conveyed to Buyer, or that
would have been conveyed to Buyer but for the above described inability to
transfer such Receivables, shall continue to be held by Buyer notwithstanding
any cessation of the transfer of additional Principal Receivables to
Buyer.  With respect to the Montgomery
Ward program and Originator’s program for Home Depot U.S.A., Inc. existing on
the Closing Date, Seller shall allocate collections, charge-offs and other
incidents of the receivables in each such program between Transferred
Receivables outstanding in that program and other receivables outstanding in


 


26

















 


that program on a basis reasonably intended to approximate the actual
portions allocable to Transferred Receivables and other receivables,
respectively.


 


(b)           Notice of Material Event.  Seller shall promptly inform Buyer in
writing of the occurrence of any of the following, in each case setting forth
the details thereof and what action, if any, Seller proposes to take with
respect thereto:


 


(i)            any Litigation
commenced or threatened against Seller or with respect to or in connection with
all or any substantial portion of the Transferred Assets or developments in
such Litigation, in each case, that Seller believes has a reasonable risk of
being determined adversely and having a Material Adverse Effect;


 


(ii)           the commencement of
a proceeding against Seller seeking a decree or order in respect of Seller
(A) under the Federal Deposit Insurance Act or any other applicable
federal, state or foreign bankruptcy or other similar law, (B) appointing
a custodian, receiver, liquidator, assignee, trustee or sequestrator (or
similar official) for Seller or for any substantial part of Seller’s assets, or
(C) ordering the winding-up or liquidation of the affairs of Seller; or


 


(iii)          Seller’s failure to
comply with any of its obligations under this Agreement.


 


(c)           Notice of Liens.  Seller shall notify Buyer promptly after
becoming aware of any Lien on any Transferred Asset other than Permitted
Encumbrances.


 


(d)           Information
for Reports.  Seller shall promptly
deliver any material written information, documents, records or reports with
respect to the Transferred Receivables that Buyer shall reasonably request.


 


(e)           Deposit of Collections.  Seller shall transfer to Buyer or Servicer
on its behalf, promptly, and in any event no later than the Business Day after
receipt thereof, all Collections it may receive in respect of Transferred
Assets, including amounts received from Retailers on account of in-store
payments through netting under the applicable Credit Card Program Agreement.


 


(f)            Credit Card Program Agreement and Policies.  Seller shall comply with and perform its
obligations under the Credit Card Program Agreements and the Contracts relating
to the Accounts and the Credit and Collection Policies except insofar as any
failure to comply or perform would not materially or adversely affect the
rights of Buyer.  Seller may change the
terms and provisions of the Credit Card Program Agreements, the Contracts or
the Credit and Collection Policies (including the reduction of the required
minimum monthly payment, the calculation of the amount, or the timing, of
charge offs and periodic finance charges and other fees assessed thereon), but
subject to Section 6.3(b) and only if such change is made applicable to
any comparable segment of the revolving credit card accounts owned and serviced
by the Transferor which have characteristics the same as, or substantially
similar to, the Accounts that are the subject of such change, except as
otherwise restricted by an endorsement, sponsorship or other


 


27

















 


agreement between the Transferor and an unrelated third party or by the
terms of the Credit Card Program Agreements.


 


Section 6.3             Negative Covenants of Seller.  Seller covenants and agrees that, without
the prior written consent of Buyer, from and after the Closing Date and until
the date after the Agreement Termination Date when the Outstanding Balances of
all Transferred Receivables transferred hereunder prior to such Agreement
Termination Date have been reduced to zero:


 


(a)           Liens.  Seller shall not create, incur, assume or
permit to exist any Lien, other than Permitted Encumbrances, on or with respect
to the Transferred Assets.


 


(b)           Periodic Finance Charges and Other
Fees.  Seller shall consult with
Buyer prior to making any reduction in the periodic finance charges assessed on
any Transferred Receivable or other fees on any Account. Except as otherwise
required by any Requirement of Law, or as is deemed by Seller to be necessary
in order for it to maintain its credit card business, based upon Seller’s good
faith assessment, in its sole discretion, of the nature of the competition in
the credit card business, Seller shall not at any time make such a reduction if
Buyer informs Seller that, as a result of such reduction, Buyer’s reasonable
expectation of the portfolio yield for any series of notes secured, directly or
indirectly, by the Transferred Receivables as of the date of such reduction
would be less than the then base rate for that series, all as determined in
accordance with the terms of that series. 
In any event, Seller shall not reduce the periodic finance charges
assessed on any Transferred Receivable or other fees on any Account without the
consent of Buyer, which consent Buyer shall provide unless the giving of such
consent is prohibited by any agreement to which Buyer is a party.


 


(c)           UCC Matters. 
Seller shall not change its state of organization or incorporation or
its name such that any financing statement filed to perfect Buyer’s interests
under this Agreement would become seriously misleading, unless Seller shall
have given Buyer not less than 30 days’ prior written notice of such change.


 


(d)           No Proceedings.  From and after the Closing Date and until the date one year plus
one day following the date on which all amounts due with respect to securities
rated by a Rating Agency that were issued by any entity holding Transferred
Assets or an interest therein have been paid in full in cash, Seller shall not,
directly or indirectly, institute or cause to be instituted against Buyer any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any federal or state bankruptcy or similar law; provided that the foregoing shall not in any
way limit Seller’s right to pursue any other creditor rights or remedies that
Seller may have under any applicable law. 
Without prejudice to the survival of any other agreement of the Seller
hereunder, the agreements and obligations of the Seller under this Section
6.3(d) shall survive the termination of this Agreement.


 


(e)           Sale
Characterization.  For accounting
purposes, Seller shall not account for the transactions contemplated by this
Agreement in any manner other than, with respect to the sale of each
Transferred Receivable, as a true sale and/or absolute


 


28

















 


assignment of its full right, title and ownership interest in the
related Transferred Assets to Buyer. 
Seller shall also maintain its records and books of account in a manner
which clearly reflects each such sale of the Transferred Receivables to Buyer.


 


ARTICLE VII



MISCELLANEOUS


 


Section 7.1             Notices.  Except as otherwise provided herein,
whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served
upon any of the parties by any other parties, or whenever any of the parties
desires to give or serve upon any other parties any communication with respect
to this Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be deemed to
have been validly served, given or delivered (a) upon the earlier of
actual receipt and three Business Days after deposit in the United States mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar
facsimile transmission (with such telecopy or facsimile promptly confirmed by
delivery of a copy by personal delivery or United States mail as otherwise
provided in this Section 7.1),
(c) one Business Day after deposit with a reputable overnight courier with
all charges prepaid or (d) when delivered, if hand-delivered by messenger,
all of which shall be addressed to the party to be notified and sent to the
address or facsimile number set forth below or to such other address (or
facsimile number) as may be substituted by notice given as herein
provided.  The giving of any notice
required hereunder may be waived in writing by the party entitled to receive
such notice.  Failure or delay in
delivering copies of any notice, demand, request, consent, approval,
declaration or other communication to any Person (other than Buyer) designated
in any written communication provided hereunder to receive copies shall in no
way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.  Notwithstanding the foregoing, whenever it
is provided herein that a notice is to be given to any other party hereto by a
specific time, such notice shall be effective only if actually received by such
party prior to such time, and if such notice is received after such time or on
a day other than a Business Day, such notice shall be effective only on the
immediately succeeding Business Day.


 


If to Seller:



Monogram Credit Card Bank of Georgia

7840 Roswell Road, Bldg. 100, Suite 210

Atlanta, Georgia 30350

Attention:              Chief Financial
Officer

Telephone:            (770) 353-5337

Facsimile:               (770) 353-2464


 


If to Buyer:



RFS Holding, L.L.C.


 


29

















 


1600 Summer Street, 6th Floor

Stamford, CT 06927

Attention:              Manager -
Securitization

Telephone:            (203) 357-4756

Facsimile:               (203) 357-6796


 


With a copy to:



General Electric Capital Corporation

1600 Summer Street, 4th Floor

Stamford, CT  06927

Attention:              Portfolio Manager

Telephone:            (203) 357-4328

Facsimile:               (203) 961-2953


 


Section 7.2             No Waiver; Remedies.  (a) Either party’s failure, at any time or
times, to require strict performance by the other party hereto of any provision
of this Agreement shall not waive, affect or diminish any right of such party
thereafter to demand strict compliance and performance herewith or therewith.  Any suspension or waiver of any breach or
default hereunder shall not suspend, waive or affect any other breach or
default whether the same is prior or subsequent thereto and whether of the same
or a different type.  None of the
undertakings, agreements, warranties, covenants and representations of either
party contained in this Agreement, and no breach or default by either party
hereunder or thereunder, shall be deemed to have been suspended or waived by
the other party unless such waiver or suspension is by an instrument in writing
signed by an officer of or other duly authorized signatory of such party and
directed to the defaulting party specifying such suspension or waiver.


 


(b)           Each
party’s rights and remedies under this Agreement shall be cumulative and
nonexclusive of any other rights and remedies that such party may have under
any other agreement, including the other Related Documents, by operation of law
or otherwise.


 


Section 7.3             Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of Seller and Buyer and their respective successors
and permitted assigns, except as otherwise provided herein.  Except as provided below and in Sections
2.8 or 4.1 of this Agreement, Seller may not assign, transfer,
hypothecate or otherwise convey its rights, benefits, obligations or duties
hereunder, or consent to any assignment by the Issuer under the Trust
Receivables Purchase Agreement or the Transfer Agreement, without having
provided prior written notice to the Rating Agencies and having obtained the
prior express written consent of Buyer. 
Any such purported assignment, transfer, hypothecation or other
conveyance by Seller without the prior express written consent of Buyer shall
be void.  Seller acknowledges that under
the Trust Receivables Purchase Agreement and the Transfer Agreement,
respectively, Buyer will assign its rights granted hereunder to RFS Funding
Trust prior to the RFS Funding Trust Termination Date and to the Issuer
thereafter, and upon such assignment, RFS Funding Trust or the Issuer, as
applicable, shall have, to the extent of such assignment, all rights of


 


30

















 


Buyer hereunder and each such transferee may in turn transfer such
rights.  The terms and provisions of
this Agreement are for the purpose of defining the relative rights and
obligations of Seller and Buyer with respect to the transactions contemplated
hereby and no Person shall be a third-party beneficiary of any of the terms and
provisions of this Agreement.


 


Section 7.4             Termination.  This Agreement shall create and constitute
the continuing obligations of the parties hereto in accordance with its terms,
and shall remain in full force and effect until the earlier of (a) the
termination of the Issuer and (b) the date selected by Seller upon prior notice
thereof to Buyer (such date the “Agreement Termination Date”).


 


Section 7.5             Survival.  Except as otherwise expressly provided
herein or in any other Related Document, no termination or cancellation
(regardless of cause or procedure) of any commitment made by Seller under this
Agreement shall in any way affect or impair the obligations, duties and
liabilities of Seller or the rights of Seller relating to any unpaid portion of
any and all obligations of Seller to Buyer, due or not due, liquidated,
contingent or unliquidated or any transaction or event occurring prior to such
termination, or any transaction or event, the performance of which is required
after the Agreement Termination Date. 
Except as otherwise expressly provided herein or in any other Related
Document, all undertakings, agreements, covenants, warranties and
representations of or binding upon Seller, and all rights of Seller hereunder
shall not terminate or expire, but rather shall survive any such termination or
cancellation and shall continue in full force and effect until the date after
the Agreement Termination Date when the Outstanding Balances of all Transferred
Receivables transferred hereunder prior to such Agreement Termination Date have
been reduced to zero; provided, that
the rights and remedies pursuant to the provisions of Sections 2.5, 6.3(d),
7.3, 7.11 and 7.13 shall be continuing and shall survive
any termination of this Agreement.


 


Section 7.6             Complete Agreement; Modification
of Agreement.  This Agreement
constitutes the complete agreement between the parties with respect to the
subject matter hereof, supersedes all prior agreements and understandings
relating to the subject matter hereof and thereof, and may not be modified,
altered or amended except by written agreement of the parties hereto.  The parties shall give prior written notice
of any material amendment of this Agreement to the Rating Agencies.


 


Section 7.7             GOVERNING LAW; CONSENT TO JURISDICTION;
WAIVER OF JURY TRIAL.  (a)  THIS AGREEMENT AND
THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.


 


(b)           EACH PARTY HERETO
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE
BOROUGH OF


 


31

















 


MANHATTAN IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS
AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED  FURTHER, THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE BUYER FROM BRINGING SUIT
OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
RECEIVABLES OR ANY SECURITY FOR THE OBLIGATIONS OF SELLER ARISING HEREUNDER OR
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER.  EACH PARTY HERETO SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE
BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. 
EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN
ACCORDANCE WITH SECTION 7.1  AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS
AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.  NOTHING IN THIS SECTION SHALL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.


 


BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN


 


32

















 


CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 7.8             Counterparts.  This Agreement may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement.


 


Section 7.9             Severability.  Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


Section 7.10           Section Titles.  The section titles and table of contents
contained in this Agreement are provided for ease of reference only and shall
be without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto.


 


Section 7.11           No Setoff.  Seller’s obligations under this Agreement
shall not be affected by any right of setoff, counterclaim, recoupment, defense
or other right Seller might have against Buyer, all of which rights are hereby
expressly waived by Seller.


 


Section 7.12           Confidentiality.  NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH HEREIN, THE OBLIGATIONS OF CONFIDENTIALITY CONTAINED HEREIN, SHALL NOT
APPLY TO THE FEDERAL TAX STRUCTURE OR FEDERAL TAX TREATMENT OF THIS
TRANSACTION, AND EACH PARTY (AND ANY EMPLOYEE, REPRESENTATIVE, OR AGENT OF ANY
PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE
FEDERAL TAX STRUCTURE AND FEDERAL TAX TREATMENT OF THIS TRANSACTION.  THE PRECEDING SENTENCE IS INTENDED TO CAUSE
THIS TRANSACTION TO BE TREATED AS NOT HAVING BEEN OFFERED UNDER CONDITIONS OF
CONFIDENTIALITY FOR PURPOSES OF SECTION 1.6011-4(B)(3) (OR ANY SUCCESSOR
PROVISION) OF THE TREASURY REGULATIONS PROMULGATED UNDER SECTION 6011 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND SHALL BE CONSTRUED IN A MANNER
CONSISTENT WITH SUCH PURPOSE.  IN
ADDITION, EACH PARTY ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE
RIGHTS TO THE FEDERAL TAX STRUCTURE OF THIS TRANSACTION OR ANY FEDERAL TAX
MATTER OR FEDERAL TAX IDEA RELATED TO THIS TRANSACTION.


 


Section 7.13           Further Assurances.  (a) Seller shall, at its sole cost and
expense, upon request of Buyer, promptly and duly authorize, execute and/or
deliver, as applicable, any and all further instruments and documents and take
such further actions that may be necessary or desirable or that Buyer may
request to carry out more effectively the provisions and purposes of this
Agreement or to obtain the full benefits of


 


33

















 


this Agreement and of the rights and powers herein granted, including
authorizing and filing any financing or continuation statements under the UCC
with respect to the ownership interests or Liens granted hereunder.  Seller hereby authorizes Buyer to file any
such financing or continuation statements without the signature of Seller to
the extent permitted by applicable law. 
A carbon, photographic or other reproduction of this Agreement or of any
notice or financing statement covering the Transferred Assets or any part
thereof shall be sufficient as a notice or financing statement where permitted
by law. If any amount payable under or in connection with any of the
Transferred Assets is or shall become evidenced by any instrument, such
instrument, other than checks and notes received in the ordinary course of
business, shall be duly endorsed in a manner satisfactory to Buyer immediately
upon Seller’s receipt thereof and promptly delivered to or at the direction of
Buyer.


 


(b)           If
Seller fails to perform any agreement or obligation under this Section 7.13, Buyer may (but shall not
be required to) itself perform, or cause performance of, such agreement or
obligation, and the reasonable expenses of Buyer incurred in connection
therewith shall be payable by Seller upon demand of Buyer.


 


(c)           Seller
shall deliver to Buyer (i) upon the execution and delivery of each amendment of
this Agreement, an Opinion of Counsel to the effect specified in Exhibit C; (ii) on each Addition Cut-Off Date on
which any Additional Accounts are to be designated as Accounts pursuant to Section
2.6, an Opinion of Counsel substantially in the form of Exhibit D; and (iii) on or before March 31 of
each year following the year in which the Closing Date occurs, an Opinion of
Counsel substantially in the form of Exhibit E.


 


Section 7.14           Accounting Changes.  If any Accounting Changes occur and such
changes result in a change in the standards or terms used herein, then the
parties hereto agree to enter into negotiations in order to amend such
provisions so as to equitably reflect such Accounting Changes with the desired
result that the criteria for evaluating the financial condition of such Persons
and their Subsidiaries shall be the same after such Accounting Changes as if
such Accounting Changes had not been made. 
If the parties hereto agree upon the required amendments to this Agreement,
then after appropriate amendments have been executed and the underlying
Accounting Change with respect thereto has been implemented, any reference to
GAAP contained herein shall, only to the extent of such Accounting Change,
refer to GAAP consistently applied after giving effect to the implementation of
such Accounting Change.  If such parties
cannot agree upon the required amendments within 30 days following the date of
implementation of any Accounting Change, then all financial statements
delivered and all standards and terms used herein shall be prepared, delivered
and used without regard to the underlying Accounting Change.


 


Section 7.15           No Indirect or Consequential
Damages.  NO PARTY TO THIS AGREEMENT SHALL BE
RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR, ASSIGNEE
OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
DERIVATIVELY THROUGH SUCH PARTY, FOR


 


34

















 


INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE
ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER.


 


35

















 


IN WITNESS WHEREOF, Seller and Buyer have caused this Receivables Sale
Agreement to be duly executed by their respective officers as of the day and
year first above written.


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF

  GEORGIA, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Donald R. Ramon

  
	
   

  	
  Name:

  	
  Donald R. Ramon

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS
  HOLDING, L.L.C.,
  Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Iain J. Mackay

  
	
   

  	
  Name:

  	
  Iain J. Mackay

  
	
   

  	
  Title:

  	
  Chief Financial Officer and Manager

  
							



 


S-1

















 


SCHEDULE 1



LIST OF ACCOUNTS


 


The initial Account Schedule consists of the following compact disks
delivered to Deutsche Bank Trust Company Delaware, as trustee, in connection
with the Prior Transfer Agreement:  (a)
two disks listing the “Designated Accounts” under the Prior Transfer Agreement
as of December 30, 2002 and (b) one disk listing additional “Designated
Accounts” that were designated under the Prior Transfer Agreement in March,
2003.  The initial Account Schedule does
not identify the aggregate amount of receivables in the Accounts described
therein.


 


1-1

















 


SCHEDULE 6.1(a)



SELLER’S UCC INFORMATION


 


 


Legal Name


 


Monogram Credit Card Bank of Georgia


 


Jurisdiction of Organization


 


Georgia


 


Address of Chief Executive Officer


 


7480 Roswell Road

Building 100, Suite 210

Atlanta, Georgia 30350


 


6.1(a)-1

















 


EXHIBIT A



FORM OF ASSIGNMENT OF RECEIVABLES

IN ADDITIONAL ACCOUNTS


 


(As required by Section 2.6 of
the Agreement)


 


ASSIGNMENT No.         OF
RECEIVABLES IN ADDITIONAL ACCOUNTS (this “Assignment”) dated as of
                    ,
by and among MONOGRAM CREDIT CARD BANK OF GEORGIA, a bank organized under the
laws of the State of Georgia, as Seller (“Seller”)
and RFS HOLDING, L.L.C. (“Buyer”),
pursuant to the Agreement referred to below.


 


W I T N E S S E T H :


 


WHEREAS, Seller and Buyer are parties to the Receivables Sale Agreement,
dated as of June 27, 2003 (as it may be amended and supplemented from time to
time the “Agreement”); and


 


WHEREAS, pursuant to the Agreement, Seller wishes to designate
Additional Accounts to be included as Accounts and to convey the Transferred Receivables
in such Additional Accounts that have been designated “Additional Accounts”
pursuant to the Agreement, whether now existing or hereafter created, to Buyer
(as each such term is defined in the Agreement); and


 


WHEREAS, Buyer is willing to accept such designation and conveyance
subject to the terms and conditions hereof;


 


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


 


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


 


“Addition
Date” means, with respect to the Additional Accounts designated
hereby,
[                    ],
20[      ].


 


“Addition
Cut-Off Date” means, with respect to Additional Accounts designated
hereby, [         ], 20[   ].


 


“Notice
Date” means, with respect to the Additional Accounts designated
hereby,
[                    ],
20[      ].


 


2.             Designation
of Additional Accounts.  The
Accounts listed on Schedule 1 to this
Assignment have been designated “Additional Accounts” pursuant to the
Agreement.  Schedule
1 to this Assignment, as of the Addition Date, shall supplement Schedule 1 to the Agreement as required
by Section 2.1(b) of the
Agreement.


 


A-1

















 


3.             Conveyance of Receivables.  (a) 
Seller does hereby transfer, assign, set over and otherwise convey,
without recourse except as set forth in this Agreement, to Buyer, all its
right, title and interest in, to and under the Receivables in such Additional
Accounts existing at the close of business on the Addition Date and thereafter
created from time to time until the Agreement Termination Date, the Related
Security and Collections with respect thereto and related Recoveries, together
with all monies due or to become due and all amounts received or receivable
with respect thereto and Insurance Proceeds relating thereto and all proceeds
of the foregoing.  The foregoing does
not constitute and is not intended to result in the creation or assumption by
Buyer of any obligation of any Originator, Seller or any other Person in
connection with the Accounts or the Transferred Receivables or under any
agreement or instrument relating thereto, including any obligation to Obligors,
merchant banks, Retailers, clearance systems or insurers.


 


(b)           Seller
agrees to record and file, at its own expense, financing statements (and
continuation statements when applicable) with respect to the Receivables in
Additional Accounts existing on the Addition Date and thereafter created
meeting the requirements of applicable state law in such manner and in such
jurisdictions as are necessary to perfect, and maintain perfection of, the sale
and assignment of its interest in such Receivables to Buyer, and to deliver a
file-stamped copy of each such financing statement or other evidence of such
filing to Buyer within ten (10) days of the Addition Date.  Buyer shall be under no obligation
whatsoever to file such financing or continuation statements or to make any
other filing under the UCC in connection with such sale and assignment.


 


(c)           In
connection with such assignment, Seller further agrees, at its own expense, on
or prior to the date of this Assignment, to indicate and cause Servicer to
indicate in the appropriate computer files that Receivables created in
connection with the Additional Accounts and designated hereby have been
conveyed to Buyer pursuant to the Agreement and this Assignment.


 


(d)           Seller
does hereby grant to Buyer a security interest in all of its right, title and
interest, whether now owned or hereafter acquired, in and to the Receivables in
the Additional Accounts existing on the Addition Date and thereafter created,
the Related Security and Collections with respect thereto and Recoveries
allocated to Buyer as provided in the Agreement, together with all monies due
or to become due and all amounts received or receivable with respect thereto
and all Insurance Proceeds relating thereto and all proceeds of the
foregoing.  This Assignment constitutes
a security agreement under the UCC.


 


4.             Acceptance by Buyer.  Buyer hereby acknowledges its acceptance of all right, title and
interest to the property, existing on the Addition Date and thereafter created,
conveyed to Buyer pursuant to Section 3(a)
of this Assignment.  Buyer further
acknowledges that, prior to or simultaneously with the execution and delivery
of this Assignment, Seller delivered to it the Account Schedule described in Section 2 of this Assignment.


 


A-2

















 


5.             Representations
and Warranties of Seller.  Seller
hereby represents and warrants to Buyer as of the Addition Date:


 


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


 


(b)           each
of the Transferred Receivables satisfies the criteria for an Eligible
Receivable as of the Addition Cut-Off Date;


 


(c)           each
Additional Account is, as of the Addition Cut-Off Date, an Eligible Account,


 


(d)           no
selection procedures believed by Seller to be materially adverse  to the interests of Buyer or any of its
creditors were utilized in selection the Additional Accounts from the available
Eligible Accounts;


 


(e)           as
of the Addition Date, Seller is solvent;


 


(f)            the
Account Schedule delivered pursuant to this Assignment is an accurate and
complete listing in all material respects of all the Accounts as of the related
Addition Cut-Off Date, and the information contained therein with respect to
the identity of such Accounts and the Transferred Receivables existing in such
Accounts, is true and correct in all material respects as of the Addition
Cut-Off Date;


 


(g)           the
Agreement and this Assignment creates a valid and continuing security interest
in the Receivables in the Additional Accounts and the Related Security and in
Collections and Recoveries with respect thereto, together with all monies due
or to become due and all amounts received or receivable with respect thereto
and Insurance Proceeds relating thereto and the proceeds thereof in favor of
Buyer, which security interest (x) is enforceable against Seller, as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity) and (y) upon filing of the financing statements
described herein and, in the case of Transferred Receivables thereafter
created, upon the creation thereof, will be prior to all other Liens (other
than Permitted Encumbrances);


 


(h)           the
Transferred Receivables constitute “accounts” within the meaning of UCC Section
9-102;


 


(i)            immediately
prior to the conveyance of the Receivables pursuant to this Agreement, Seller
owns and has good and marketable title to, or has a valid


 


A-3

















 


security interest in, the Receivables free and clear of any Lien, claim
or encumbrance of any Person, (other than Permitted Encumbrances); and


 


(j)            subject
to Permitted Encumbrances, other than the transfer and assignment and the
security interest granted to Buyer pursuant to this Agreement, Seller had not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Transferred Receivables. 
Seller has not authorized the filing of and is not aware of any
financing statements against Seller that included  a description of collateral covering the Transferred Receivables.


 


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


 


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


 


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


 


A-4

















 


IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Transferred Receivables in Additional Accounts to be duly executed and
delivered by their respective duly authorized officers on the day and year
first above written.


 


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK

  OF GEORGIA, Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS
  HOLDING, L.L.C.,  Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


A-5

















 


Schedule
I

to Assignment of Transferred Receivables

in Additional Accounts


 


 


ADDITIONAL ACCOUNTS


 


A-6

















 


EXHIBIT B


 


FORM OF
REASSIGNMENT OF RECEIVABLES

IN REMOVED ACCOUNTS


 


(As required by Section
2.7 of the Agreement)


 


REASSIGNMENT No.
          OF RECEIVABLES IN
REMOVED ACCOUNTS dated as of
           , by and
among MONOGRAM CREDIT CARD BANK OF GEORGIA, a bank organized under the laws of
the State of Georgia, as Seller (the “Seller”), and RFS HOLDING, L.L.C.
(the “Buyer”), pursuant to the Agreement
referred to below.


 


WITNESSETH:


 


WHEREAS Seller and Buyer are parties to the Receivables Sale Agreement,
dated as of June 27, 2003 (as it may be amended and supplemented from time to
time the “Agreement”);


 


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


 


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


 


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


 


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


 


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


 


“Removal Notice Date” means, with respect
to the Removed Accounts
                  ,
        .


 


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


 


3.             Conveyance of Transferred
Receivables.  (a) Buyer does
hereby transfer, assign, set over and otherwise convey to Seller, without
representation, warranty or recourse, on and after the Removal Date, all right,
title and interest of Buyer in, to and under the Transferred Receivables
existing at the close of business on the Removal Date


 


B-1

















 


and thereafter created from time to time in the
Removed Accounts designated hereby, the Related Security and Collections with
respect thereto and Recoveries allocated to Buyer as provided in the Agreement,
together with all monies due or to become due and all amounts received or
receivable with respect thereto and all Insurance Proceeds related thereto and
all proceeds of the foregoing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


B-2

















 


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


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF

  GEORGIA, Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS
  HOLDING, L.L.C.,
  Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


B-3

















 


Schedule 1

to Reassignment Agreement


 


REMOVED ACCOUNTS


 


B-4

















 


EXHIBIT C


 


FORM OF OPINION OF COUNSEL WITH RESPECT

TO AMENDMENTS


 


(Provisions to be included in

Opinion of Counsel to be delivered pursuant

to Section 7.13(c)(i)


 


The opinions set forth below may be subject to all the qualifications,
assumptions, limitations and exceptions taken or made in the Opinions Of
Counsel delivered on the Closing Date.


 


(i)            The amendment to this Agreement attached hereto as
Schedule 1 (the “Amendment”), has been duly
authorized, executed and delivered by Seller and constitutes the legal, valid
and binding agreement of Seller, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws from time to time in
effect affecting creditors’ rights generally or the rights of creditors of
national banking associations.  The
enforceability of the obligations of Seller is also subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law)


 


(ii)           The Amendment has been entered into in accordance with the
terms and provisions of Section 7.2 of
this Agreement.


 

















 


EXHIBIT D


 


FORM OF OPINION OF COUNSEL WITH RESPECT

TO ADDITION OF ADDITIONAL ACCOUNTS


 


(Provisions to be included in

Opinion of Counsel to be

delivered pursuant to

Section 7.13(c)(ii))


 


The opinions set forth below may be subject to appropriate
qualifications, assumptions, limitations and exceptions.


 


1.             The provisions of
the Receivables Sale Agreement are effective under the UCC to create in favor
of Buyer a valid security interest in Seller’s rights in the Transferred
Receivables in such Additional Accounts and the identifiable proceeds thereof
(the “Specified Assets”).


 


2.             The security interest
in the Specified Assets created by the Receivables Sale Agreement will be
perfected by the filing of the Financing Statements as described and defined in
such opinion.  Based solely upon our
review of the UCC Searches as described and defined in such opinion, such
perfected security interest in the Specified Assets is prior to any other
security interest granted by Originator that is perfected solely by filing of
Financing Statements in the Search Offices as described and defined in such
opinion that covers the Specified Assets.


 

















 


EXHIBIT E


 


PROVISIONS TO BE INCLUDED IN

ANNUAL OPINION OF COUNSEL


 


(To be delivered

pursuant to Section 7.13(c)(iii))


 


The opinion set forth below may be subject to certain qualification,
assumptions, limitations and exceptions taken or made in the opinion of counsel
to otherwise indicated, all capitalized terms used herein shall have the
meanings ascribed to them in the Receivables Sale Agreement.


 


Assuming that all relevant conditions specified in the Prior Opinion as
described and defined in such opinion addressing the security interest of
Seller remain with respect to the Transferred Receivables in the Accounts and
the proceeds thereof (the “Specified Assets”)
and the manner in which it is held still exists and that no circumstance has
occurred that would render the facts upon which the Prior Opinion relied
incorrect, we are of the opinion that no further actions are necessary on the
date hereof to perfect or continue the perfection status of the security
interest of Seller in the Specified Assets.