EXHIBIT 4.3


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST


 


 


TRUST AGREEMENT


 


between


 


 


RFS
HOLDING, L.L.C.


 


 


and


 


 


THE
BANK OF NEW YORK (DELAWARE),

as the Trustee


 


 


Dated
as of September 25, 2003


 

















 


	
  ARTICLE I

  	
   

  
	
  Definitions

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
   

  
	
  SECTION 1.2.

  	
  Other Interpretive Matters

  	
   

  
	
  ARTICLE II

  	
   

  
	
  Organization

  	
   

  
	
  SECTION 2.1.

  	
  Name

  	
   

  
	
  SECTION 2.2.

  	
  Office

  	
   

  
	
  SECTION 2.3.

  	
  Purposes and Powers

  	
   

  
	
  SECTION 2.4.

  	
  Appointment of the Trustee

  	
   

  
	
  SECTION 2.5.

  	
  Initial Capital Contribution of Trust
  Estate

  	
   

  
	
  SECTION 2.6.

  	
  Declaration of Trust

  	
   

  
	
  SECTION 2.7.

  	
  Liability of Beneficiaries

  	
   

  
	
  SECTION 2.8.

  	
  Title to Trust Property

  	
   

  
	
  SECTION 2.9.

  	
  Situs of Trust

  	
   

  
	
  SECTION 2.10.

  	
  Representations and Warranties of RFS
  Holding

  	
   

  
	
  ARTICLE III

  	
   

  
	
  Beneficial
  Interests

  	
   

  
	
  SECTION 3.1.

  	
  Initial Ownership

  	
   

  
	
  SECTION 3.2.

  	
  Certificates

  	
   

  
	
  SECTION 3.3.

  	
  Authentication of the Certificates

  	
   

  
	
  SECTION 3.4.

  	
  Restrictions on Transfer; Issuance of Supplemental
  Certificates

  	
   

  
	
  SECTION 3.5.

  	
  Registration of Transfer and Exchange of
  Certificates

  	
   

  
	
  SECTION 3.6.

  	
  Mutilated, Destroyed, Lost or Stolen
  Certificates

  	
   

  
	
  SECTION 3.7.

  	
  Persons Deemed Holders

  	
   

  
	
  SECTION 3.8.

  	
  Access to List of Holders’ Names and
  Addresses

  	
   

  
	
  SECTION 3.9.

  	
  Maintenance of Office or Agency

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  Actions
  by the Trustee

  	
   

  
	
  SECTION 4.1.

  	
  Prior Notice to Holders with Respect to
  Certain Matters

  	
   

  
	
  SECTION 4.2.

  	
  Action by the Holders with Respect to
  Certain Matters

  	
   

  
	
  SECTION 4.3.

  	
  Action by the Holders with Respect to
  Bankruptcy

  	
   

  
	
  SECTION 4.4.

  	
  Restrictions on Power

  	
   

  



 


i

















 


	
  ARTICLE V

  	
   

  
	
  Authority and
  Duties of the Trustee

  	
   

  
	
  SECTION 5.1.

  	
  General Authority

  	
   

  
	
  SECTION 5.2.

  	
  General Duties

  	
   

  
	
  SECTION 5.3.

  	
  Action upon Instruction

  	
   

  
	
  SECTION 5.4.

  	
  No Duties Except as Specified in this
  Agreement or in Instructions

  	
   

  
	
  SECTION 5.5.

  	
  No Action Except Under Specified Documents
  or Instructions

  	
   

  
	
  SECTION 5.6.

  	
  Restrictions

  	
   

  
	
  SECTION 5.7.

  	
  Tax Returns

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  Concerning
  the Trustee

  	
   

  
	
  SECTION 6.1.

  	
  Acceptance of Trusts and Duties

  	
   

  
	
  SECTION 6.2.

  	
  Furnishing of Documents

  	
   

  
	
  SECTION 6.3.

  	
  Representations and Warranties

  	
   

  
	
  SECTION 6.4.

  	
  Reliance; Advice of Counsel

  	
   

  
	
  SECTION 6.5.

  	
  Not Acting in Individual Capacity

  	
   

  
	
  SECTION 6.6.

  	
  Trustee Not Liable for Notes or Receivables

  	
   

  
	
  SECTION 6.7.

  	
  Trustee May Not Own Notes

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  Compensation of the Trustee

  	
   

  
	
  SECTION 7.1.

  	
  Trustee’s Fees and Expenses

  	
   

  
	
  SECTION 7.2.

  	
  Indemnification

  	
   

  
	
  SECTION 7.3.

  	
  Payments to the Trustee

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  Termination of Trust
  Agreement

  	
   

  
	
  SECTION 8.1.

  	
  Termination of Trust Agreement

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  Successor
  Trustees and Additional Trustees

  	
   

  
	
  SECTION 9.1.

  	
  Eligibility Requirements for the Trustee

  	
   

  
	
  SECTION 9.2.

  	
  Resignation or Removal of the Trustee

  	
   

  
	
  SECTION 9.3.

  	
  Successor Trustee

  	
   

  
	
  SECTION 9.4.

  	
  Merger or Consolidation of the Trustee

  	
   

  
	
  SECTION 9.5.

  	
  Appointment of Co-Trustee or Separate
  Trustee

  	
   

  



 


ii

















 


	
  ARTICLE X

  	
   

  
	
  Miscellaneous

  	
   

  
	
  SECTION 10.1.

  	
  Clean-Up Call

  	
   

  
	
  SECTION 10.2.

  	
  Supplements and Amendments

  	
   

  
	
  SECTION 10.3.

  	
  No Legal Title to Trust Estate in RFS
  Holding

  	
   

  
	
  SECTION 10.4.

  	
  Limitations on Rights of Others

  	
   

  
	
  SECTION 10.5.

  	
  Notices

  	
   

  
	
  SECTION 10.6.

  	
  Severability

  	
   

  
	
  SECTION 10.7.

  	
  Separate Counterparts

  	
   

  
	
  SECTION 10.8.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 10.9.

  	
  No Petition

  	
   

  
	
  SECTION 10.10.

  	
  No Recourse

  	
   

  
	
  SECTION 10.11.

  	
  Governing Law

  	
   

  
	
  SECTION 10.12.

  	
  Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Transferor Certificate

  	
   

  
	
  EXHIBIT B

  	
  Form of Certificate of Trust

  	
   

  



 


iii

















 


TRUST
AGREEMENT (as amended
or supplemented from time to time, this “Agreement”) dated as of
September 25, 2003 between RFS HOLDING, L.L.C. (“RFS Holding”), a
Delaware limited liability company, and THE BANK OF NEW YORK (DELAWARE), a
Delaware banking corporation, as Trustee (the “Trustee”).


 


ARTICLE I

Definitions


 


SECTION 1.1.
Definitions.


 


“Account” means, at
any time, each credit card account then included as an “Account” pursuant to
(and as defined in) the Trust Receivables Purchase Agreement on or prior to the
RFS Funding Trust Termination Date and thereafter pursuant to (and as defined
in) the Transfer Agreement.


 


“Administration Agreement”
means the Administration Agreement, dated as of September 25, 2003, among
the Administrator, the Trustee and the Trust.


 


“Administrator”  means General Electric Capital
Corporation, in its capacity as Administrator under the Administration
Agreement or any other Person designated as an Administrator under the
Administration Agreement.


 


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


 


“Aggregate Principal
Receivables” means, as of any date of determination, the aggregate
Outstanding Balance of Principal Receivables as of such date (excluding
Principal Receivables that are Specified Retailer Receivables with respect to
any date of determination prior to the RFS Funding Trust Termination Date),
plus the principal amount of any Participation Interests, minus the Borrowing
Base (as defined in the RFS Funding Trust Agreement) for that Monthly Period;
provided that for purposes of calculating the Note Trust Principal Balance, the
Borrowing Base (as defined in the RFS Funding Trust Agreement) shall not be
subtracted from the Aggregate Principal Receivables.


 


“Agreement”
is defined in the preamble.


 


“Allocation Percentage”
is defined, for any Series, with respect to Finance Charge Collections, in the
related Indenture Supplement.


 


“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 or
administrator of such trust specifically authorized in resolutions of the Board
of Directors of such corporation or by the governing documents or agreements 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.


 


“Bank Receivables Sale
Agreement” means the Receivables Sale Agreement, dated as of June 27,
2003, between Monogram and RFS Holding.


 


“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 Georgia (or, with respect to any Series, any additional state
specified by the related Indenture Supplement).


 


“Certificate” means
the Transferor Certificate or a Supplemental Certificate, as applicable.


 


“Certificate of Trust”
shall mean the Certificate of Trust executed by the Trustee, substantially in
the form attached hereto as Exhibit B.


 


“Certificate Register”
and “Certificate Registrar” are defined in Section 3.5.


 


“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.


 


“Class” means, any
Class of Notes of any Series.


 


“Closing Date” means
September 25, 2003.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and Treasury Regulations
promulgated thereunder.


 


“Collateral” is
defined in the Granting Clause of the Indenture.


 


“Collateral Amount”
is defined, with respect to any Series, in the related Indenture Supplement.


 


“Collection Account”
means the account designated as such, established and owned by the Trust and
maintained in accordance with Section 8.2 of the Indenture.


 


“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 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) Recoveries and cash proceeds of Related Security with
respect to such Receivable and (c) any in-store payments received with respect
to such Receivable.  Amounts paid by RFS
Holding


 


2

















 


pursuant to Section 2.5
of either of the Trust Receivables Purchase Agreement or the Transfer Agreement
shall be deemed to be Principal Collections. 
Amounts paid by RFS Holding pursuant to Section 6.1(e) of
either of the Trust Receivables Purchase Agreement or the Transfer Agreement
and amounts paid by the Servicer pursuant to Section 2.6 of the Servicing
Agreement shall be deemed to be Principal Collections to the extent that they
represent the purchase price of Principal Receivables and shall be deemed to be
Finance Charge Collections to the extent that they represent the purchase price
of Finance Charge Receivables. Recoveries shall be treated as Collections of
Finance Charge Receivables.


 


“Commission” means
the Securities and Exchange Commission.


 


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


 


“Corporate Trust Office”
means, the office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date of this
Agreement is located at 101 Barclay Street, Floor 8 West (ABS Unit), New York,
New York  10286  Attention:  Antonia Vayas, facsimile: 
(212) 815-2493, or 3883.


 


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


 


“Custody and Control
Agreement” means the Custody and Control Agreement, dated as of
September 25, 2003 between the Trust and the Indenture Trustee.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.


 


“Excess Funding Account”
means the account designated as such, established and owned by the Trust and
maintained in accordance with Section 8.2 of the Indenture.


 


“Expenses” is defined
in Section 7.2.


 


“Finance Charge
Collections” means Collections of Finance Charge Receivables (after giving
effect to any recharacterization of Collections of Principal Receivables as
Collections of Finance Charge Receivables pursuant to Section 2.8 of the
Trust Receivables Purchase Agreement or the Transfer Agreement).


 


“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.


 


3

















 


“Free Equity Amount”
means, on any date of determination, the result of (a) the Note Trust Principal
Balance, minus (b) the aggregate of the Collateral Amounts for all outstanding
Series of Notes.


 


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


 


“Governmental Authority”
means any nation or government, any state, county, city, town, district, board,
bureau, office commission, any other municipality or other political
subdivision thereof (including any educational facility, utility or other
Person operated thereby), and any agency, department or other entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.


 


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


 


“Holder” means a
holder of the Transferor Certificate or a Supplemental Certificate, as
applicable.


 


“Indemnified Parties”
is defined in Section 7.2.


 


“Indenture” means the
Master Indenture, dated as of September 25, 2003, between the Trust and
the Indenture Trustee, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Indenture Security
Agreement” means the Indenture Security Agreement, dated as of
September 25, 2003 between RFS Funding Trust and the Indenture Trustee.


 


“Indenture Supplement”
means, with respect to any Series, a supplement to the Indenture, executed and
delivered in connection with the original issuance of the Notes of such Series
pursuant to Section 2.8 of the Indenture, and an amendment to the
Indenture executed pursuant to Sections 9.1 or 9.2 of the
Indenture, and, in either case, including all amendments thereof and
supplements thereto.


 


“Indenture Trustee”
means Deutsche Bank Trust Company Americas, not in its individual capacity but
solely as Indenture Trustee under the Indenture, or any successor Indenture
Trustee under the Indenture.


 


“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 conditional sale, 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); provided, however, Permitted
Encumbrances shall not constitute a Lien.


 


“Loan Agreement”
means, with respect to any Series, a Loan Agreement among the Trust, the
lenders party thereto and the managing agents party thereto.


 


4

















 


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


 


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


 


“Monthly Period”
means, as to each Payment Date, the period beginning on the 22nd day of the
second preceding calendar month and ending on the 21st day of the immediately
preceding calendar month.


 


“Monthly Period”
means as to each Payment Date, the period beginning on the 22nd day
of the second preceding calendar month and ending on the 21st day of
the immediately preceding calendar month.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“New Issuance” means
one or more new Series of Notes issued pursuant to the Indenture and an
Indenture Supplement.


 


“Note” means one of
the Notes issued by the Trust pursuant to the Indenture and an Indenture
Supplement, substantially in the form attached to the related Indenture
Supplement.


 


“Note Register and “Note
Registrar” are defined in Section 2.4 of the Indenture.


 


“Note Trust Certificate”
means the certificate captioned “Note Trust Certificate” and dated
June 27, 2003, representing a beneficial interest in a portion of the
assets held by RFS Funding Trust, issued pursuant to the RFS Funding Trust
Agreement.


 


“Note Trust Principal
Balance” means, as of any time of determination falling within or relating
to a Monthly Period, the result of (a) the Aggregate Principal Receivables at
that time, plus (b) the amount on deposit in the Excess Funding Account at that
time (exclusive of any investment earnings on such amount), minus (c) before
the RFS Funding Trust Termination Date, the Borrowing Base (as defined in the
RFS Funding Trust Agreement) for that Monthly Period.


 


“Noteholder” means
the Person in whose name a Note is registered on the Note Register and, if
applicable, the holder of any Note, as the case may be, or such other Person
deemed to be a “Noteholder” in any related Indenture Supplement.


 


“Obligor” means, with
respect to any Transferred 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.


 


“Opinion of Counsel”
means a written opinion of counsel (who may be an employee of or counsel to the
Trust or an Affiliate of the Trust), which counsel and opinion shall be
acceptable to the Indenture Trustee, or the Rating Agencies, as applicable.


 


5

















 


“Originator” means
Monogram or any other originator so designated pursuant to Section 2.10
of the Trust Receivables Purchase Agreement or the Transfer Agreement.


 


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


 


“Outstanding Principal
Balance” means the aggregate principal amount of all Notes outstanding at
the date of determination as determined under the Indenture.


 


“Participation Interest”
is defined in the Bank Receivables Sale Agreement.


 


“Paying Agent” means
with respect to the Notes, initially the Indenture Trustee or any other Person
that meets the eligibility standards in Section 6.11 of the
Indenture.


 


“Payment Date” means,
with respect to any Series, the date specified in the related Indenture
Supplement.


 


“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, the Trust.


 


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


 


“Principal Collections” means Collections of Principal Receivables
(after giving effect to any recharacterization of Collections of Principal
Receivables as Collections of Finance Charge Receivables pursuant to Section 2.8
of the Trust Receivables Purchase Agreement or the Transfer Agreement).


 


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


 


“Rating Agency”
means, as to each Series, the rating agency or agencies, if any, specified in
the related Indenture Supplement.


 


“Rating Agency Condition”
means, with respect to any action, that each Rating Agency, if any, shall have
notified the Trust in writing that such action will not result in a reduction
or


 


6

















 


withdrawal of the rating, if
any, of any outstanding Series or Class with respect to which it is a Rating
Agency.


 


“Reassignment Amount”
means, with respect to any Series, the amount specified in the related
Indenture Supplement.


 


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


 


“Receivables Trust”
means (a) prior to the RFS Funding Trust Termination Date, RFS Funding Trust
and (b) on and after the RFS Funding Trust Termination Date, the Trust.


 


“Records” means all
Contracts and other documents, books, records and other information (including
computer programs, tapes, disks, data processing software and related property
and rights) prepared and maintained by any Originator, the Servicer, or
Sub-Servicer with respect to the Transferred Receivables and the Obligors
thereunder.


 


“Recoveries” means
(a) so long as the arrangement described in Section 2.1(b) of the
Bank Receivables Sale Agreement remains in effect, amounts allocated to the
Transferred Receivables pursuant to that Section and (b) if at any time
that arrangement no longer remains in effect, with respect to any Transferred
Receivable, (i) 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 (ii) any
proceeds from such a sale or other disposition by RFS Holding of such
Transferred Receivable.


 


“Related Documents”
means the Transfer Agreement, the Trust Receivables Purchase Agreement, the
Servicing Agreement, the Indenture Security Agreement, the Administration
Agreement, the Notes, this Trust Agreement, the Custody and Control Agreement, the
Indenture, any Indenture Supplement, any Loan Agreement and including all other
pledges, powers of attorney, consents, assignments, contracts, notices, and all
other written matter whether heretofore, now or hereafter executed by or on
behalf of any Person, or any employee of any Person, and delivered in
connection with any of the foregoing. 
Any reference in the foregoing documents to a Related Document shall
include all Annexes, Exhibits and Schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to
such Related Documents as the same may be in effect at any and all times such
reference becomes operative.


 


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


 


“Retailer” is defined
in the Indenture.


 


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


 


7

















 


“RFS Funding Trust
Agreement” means the Amended and Restated Trust Agreement dated as of
December 19, 2002 among RFS Holding, General Electric Capital Services,
Inc., and Deutsche Bank Trust Company Delaware, as trustee, and as amended and
restated on June 27, 2003 among RFS Holding, Inc. (as assignee of General
Electric Capital Services, Inc.) and Deutsche Bank Trust Company Delaware, as
trustee.


 


“RFS Funding Trust
Termination Date” means the date on which the RFS Funding Trust is
terminated and all of the Transferred Receivables held by the RFS Funding Trust
are transferred to the Trust.


 


“RFS Holding” is
defined in the preamble.


 


“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.


 


“Securities Act”
means the Securities Act of 1933, 15 U.S.C. Sections 77 a et seq. and any
regulations promulgated thereunder.


 


“Series” means any
series of Notes, which may include within any such Series a Class or Classes of
Notes subordinate to another such Class or Classes of Notes.


 


“Series Account”
means any deposit, trust, escrow or similar account maintained for the benefit
of the Noteholders of any Series or Class, as specified in any Indenture
Supplement.


 


“Servicer” means
Monogram, in its capacity as the 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 the
Servicer, RFS Funding Trust and the Trust (upon its accession in accordance
with the terms thereof).


 


“Specified Retailer
Receivables” means the Transferred Receivables arising in the Originator’s
programs for Montgomery Ward. 
Transferred Receivables arising in the Originator’s program for
Montgomery Ward that have been transferred to the Originator’s program for
Wal-Mart Retailers shall not be considered Specified Retailer Receivables.


 


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


 


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


 


“Successor Servicer”
means the successor servicer to the Servicer as appointed under the Servicing
Agreement.


 


“Supplemental
Certificate” is defined in Section 3.4.


 


8

















 


“Tax Opinion” means,
with respect to any action, an Opinion of Counsel to the effect that, for
Federal income tax purposes, (a) such action will not adversely affect the tax
characterization as debt of Notes of any outstanding Series or Class with
respect to which an Opinion of Counsel was delivered at the time of their
issuance that such Notes would be characterized as debt, (b) such actions will
not cause the Trust to be classified, for federal income tax purposes, as an
association (or publicly traded partnership) taxable as a corporation and, (c)
such action will not cause or constitute an event in which gain or loss would
be recognized by any Noteholder and (d) with respect to a New Issuance, unless
otherwise specified in the Indenture Supplement, the Notes of the new Series
will be treated as debt.


 


“Transfer Agreement”
means the Transfer Agreement, dated as of September 25, 2003, between RFS
Holding and the Trust.


 


“Transfer Date” means
the Business Day preceding each Payment Date.


 


“Transferor Certificate”
means the certificate, substantially in the form of Exhibit A attached
hereto, representing a fractional undivided beneficial interest in the Trust.


 


“Transferred Assets”
is defined in Section 2.1 of the Transfer Agreement.


 


“Transferred Receivable”
means a Receivable that has been transferred by RFS Holding to RFS Funding
Trust under the Trust Receivables Purchase Agreement or the Trust under the
Transfer Agreement.


 


“Trust” means the GE
Capital Credit Card Master Note Trust.


 


“Trust Accounts”
means any Series Account, the Collection Account or Excess Funding Account.


 


“Trust Estate” means
all right, title and interest of the Trust in and to the property and rights
assigned to the Trust pursuant to the Trust Receivables Purchase Agreement and
the Transfer Agreement, all monies, investment property, instruments and other
property on deposit from time to time in the Trust Accounts and all other
property of the Trust from time to time, including any rights of the Trustee
and the Trust pursuant to the Related Documents.


 


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


 


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


 


“Trust Termination Date”
is defined in Section 8.1.


 


“Trustee” is defined
in preamble.


 


“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.


 


9

















 


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


 


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


 


ARTICLE II

Organization


 


SECTION 2.1.
Name.  The Trust created hereby
shall be known as “GE Capital Credit Card Master Note Trust”, in which name the
Trustee may conduct the business of the Trust, make and execute contracts and
other instruments on behalf of the Trust and sue and be sued.


 


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


 


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


 


(a)                                  to issue the Notes pursuant to the Indenture
and the related Indenture Supplement and the Transferor Certificate pursuant to
this Agreement and to issue the Supplemental Certificates, if any, pursuant to
this Agreement;


 


10

















 


(b)                                 with the proceeds of the issuance of the
Notes, to acquire the Transferred Assets pursuant to the Transfer Agreement and
pay to RFS Holding the amounts owed pursuant to Section 2.4 of the
Transfer Agreement;


 


(c)                                  to Grant the Collateral pursuant to the
Indenture and to hold, manage and distribute to the Holders any portion of the
Collateral released from the Lien of the Indenture;


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.5.
Initial Capital Contribution of Trust Estate.  Pursuant to the Transfer Agreement, RFS Holding shall assign,
transfer, convey and set over to the Trust, as of the date hereof, the assets
specified in the Transfer Agreement. 
The Trust hereby acknowledges receipt in trust from RFS Holding, as of
the date hereof, of the foregoing contribution, which shall constitute the
initial Trust Estate.  RFS Holding shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Trustee, promptly reimburse the Trustee for any such expenses
paid by the Trustee.  RFS Holding may
also take steps necessary, including the execution and filing of any necessary
filings, to ensure that the Trust is in compliance with any applicable state
securities law.


 


SECTION 2.6.
Declaration of Trust.  The
Trustee hereby declares that it will hold the Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of RFS
Holding, subject to the obligations of the Trust under the Related
Documents.  It is the intention of the
parties hereto that the Trust constitute a statutory trust under the Trust
Statute and that this Agreement constitute the governing instrument of such
statutory trust.  It is the intention of
the parties hereto that, solely for income and franchise tax purposes, until
the interest in the Transferor Certificate is held by more than one Person, the
Trust be disregarded as an entity separate from RFS Holding.  At such time as the interest in the
Transferor Certificate is held by more than one person, it is the intention of
the parties hereto that, solely for income and franchise tax purposes, the
Trust be treated as a partnership, with the assets of the partnership being the
Transferred Receivables and other assets held by the Trust, the partners of the
partnership being the Holder of the Transferor Certificate and the Holders of
the Supplemental


 


11

















 


Certificates.  The parties agree that, unless otherwise
required by appropriate tax authorities, until the interest in the Transferor
Certificate is held by more than one Person, the Trust will not file or cause
to be filed annual or other returns, reports and other forms consistent with
the characterization of the Trust as an entity separate from RFS Holding.  Effective as of the date hereof, the Trustee
shall have all rights, powers and duties set forth herein and in the Trust
Statute with respect to accomplishing the purposes of the Trust.


 


SECTION 2.7.
Liability of Beneficiaries. 
Except as provided in any Related Document, the Holders shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.


 


SECTION 2.8.
Title to Trust Property.  Subject
to the Lien granted in the Indenture, legal title to all the Trust Estate shall
be vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Trustee, a co-trustee and/or a separate trustee, as
the case may be.


 


SECTION 2.9.
Situs of Trust.  The Trust will
be located in Delaware and administered in the States of Delaware and New York.


 


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


 


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


 


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


 


(c)                                  RFS Holding has the power and authority to
execute and deliver this Agreement and to carry out its terms; RFS Holding has
full power and authority to sell and assign the property to be sold and
assigned to the Trust and RFS Holding has duly authorized such sale and
assignment to the Trust by all necessary corporate or other action; and the
execution, delivery and performance of this Agreement have been duly authorized
by RFS Holding by all necessary corporate or other action.


 


(d)                                 The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of formation or limited liability company agreement of RFS Holding,
or any indenture, agreement or other instrument to which RFS Holding is a party
or by which it is bound; or result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other


 


12

















 


instrument (other than
pursuant to the Related Documents); or violate any law or, to the best of RFS
Holding’s knowledge, any order, rule or regulation applicable to RFS Holding of
any court or of any Federal or State regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over RFS Holding or its
properties.


 


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


 


ARTICLE III

Beneficial Interests


 


SECTION 3.1.
Initial Ownership.  Upon the
formation of the Trust by the contribution by RFS Holding pursuant to Section 2.5,
RFS Holding shall be the sole beneficiary of the Trust.


 


SECTION 3.2.
Certificates.  The Transferor
Certificate shall represent an undivided beneficial interest in the Trust
Estate subject to the Lien of the Notes created pursuant to the Indenture,
including the right to receive Collections with respect to the Transferred
Receivables and other amounts at the times and in the amounts specified in the
Indenture and any Indenture Supplement to be paid to the Holders.


 


SECTION 3.3.
Authentication of the Certificates. 
Concurrently with the transfer of the Note Trust Certificate to the
Trust pursuant to the Transfer Agreement, the Trustee is hereby authorized and
shall execute, authenticate and deliver on behalf of the Trust the Transferor
Certificate to RFS Holding.  No further
Certificates shall be issued except pursuant to Section 3.4 or 3.5
hereunder.  The Transferor Certificate
and any further Certificates issued pursuant to Sections 3.4 or 3.5 shall be
executed on behalf of the Trust by the manual or facsimile signature of an
authorized officer of the Trustee. 
Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures shall have been affixed, authorized
to sign on behalf of the Trust, shall be, when authenticated pursuant to this
Agreement, validly issued and entitled to the benefits of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of authentication and delivery of such
Certificates.  No Certificate shall
entitle its holder to any benefit under this Agreement, or shall be valid for
any purpose, unless there shall appear on the Certificate a certificate of
authentication substantially in the form set forth in Exhibit A,
executed by the Trustee by the manual signature of one of its authorized
signatories; such certificate of authentication shall constitute conclusive
evidence, and the only evidence, that the Certificate shall have been duly
authenticated and delivered hereunder. The Certificates shall be dated the date
of their authentication.


 


SECTION 3.4.
Restrictions on Transfer; Issuance of Supplemental Certificates.  RFS Holding may from time to time transfer a
portion of the Transferor Certificate by causing the


 


13

















 


issuance of one or more
additional certificates (each a “Supplemental Certificate”).  The form and terms of any Supplemental
Certificate shall be defined in a supplement to this Agreement (which
supplement shall be subject to Section 10.2 to the extent that it
amends any of the terms of this Agreement) to be delivered to or upon the order
of RFS Holding (or the Holder of a Supplemental Certificate, in the case of the
transfer or exchange thereof, as provided below).  The issuance of any such Supplemental Certificate to any Person shall
be subject to satisfaction of the following conditions:


 


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


 


(ii)                                  RFS Holding shall have delivered to the
Trustee, the Indenture Trustee and each Rating Agency a Tax Opinion, dated the
date of such action (or transfer, exchange or other disposition provided
below), with respect to such action and an Opinion of Counsel to the effect
that such action, transfer, exchange or other disposition does not require
registration of the interest under the Securities Act or any state securities
law except for any such registration that has been duly completed and become
effective.


 


A Supplemental Certificate
may be transferred or exchanged, and the Transferor Certificate may be pledged,
only upon satisfaction of the conditions set forth in clause (ii).


 


SECTION 3.5.
Registration of Transfer and Exchange of Certificates.


 


(a)                                  The Trust shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.9, a register
(the “Certificate Register”) in
which, subject to such reasonable regulations as it may prescribe, the Trust
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates.  The Trustee
shall be the “Certificate Registrar”
for the purpose of registering Certificates and the transfers of Certificates
as herein provided.  Upon any
resignation of any Certificate Registrar, RFS Holding shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of the Certificate Registrar.


 


Upon
surrender for registration of transfer of any Certificate at the office or
agency maintained pursuant to Section 3.9, if the requirements of
Section 8-401(a) of the UCC are met, the Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
aggregate amount.


 


At
the option of a Holder, Certificates may be exchanged for other Certificates of
authorized denominations, of a like aggregate amount upon surrender of the
Certificates to be exchanged at the office or agency maintained pursuant to Section 3.9.
Whenever any Certificates are so surrendered for exchange, if the requirements
of Section 8-401(a) of the UCC are met, the Trustee shall execute,
authenticate and deliver the Certificates that the Holder making the exchange
is entitled to receive.


 


14

















 


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


 


Every
Certificate presented or surrendered for registration of transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing. No
transfer of a Certificate shall be registered unless the transferee shall have
provided an opinion of counsel that no registration is required under the
Securities Act, or applicable state laws. 
Each Certificate surrendered for registration of transfer or exchange
shall be canceled and subsequently disposed of by the Trustee in accordance
with its customary practice.


 


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


 


(b)                                 The Transferor Certificate may be transferred
in its entirety to a Person which is a member of the “affiliated group” as
defined in Section 1504(a) of the Code of which RFS Holding is a member
without the consent or approval of the Noteholders, provided that (i) the
Rating Agency Condition shall have been satisfied with respect to such transfer
and (ii) RFS Holding shall have delivered to the Trustee, the Indenture Trustee
and each Rating Agency a Tax Opinion and an Opinion of Counsel of the type
described in Section 3.4(ii), dated the date of such transfer, with
respect thereto.  In connection with any
such transfer, the Person to whom the Transferor Certificate is transferred
will, by its acquisition and holding of an interest in the Transferor
Certificate, assume all of the rights and obligations of RFS Holding as
described in this Agreement, each Related Document and in any supplement or
amendment thereto (including the right under this paragraph (b) with
respect to subsequent transfers of an interest in the Transferor Certificate).


 


(c)                                  The Transferor Certificate and each
Supplemental Certificate, and any beneficial interest in the Transferor
Certificate or any Supplemental Certificate, may not be purchased by or
transferred to (i) an employee benefit plan (as defined in Section 3(3) of
ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described
in Section 4975(e)(1) of the Code or (iii) any entity whose underlying
assets include plan assets by reason of investment by an employee benefit plan
or plans (including an insurance company general account) in such entity.


 


SECTION 3.6.
Mutilated, Destroyed, Lost or Stolen Certificates.  If: (a) any mutilated Certificate shall be
surrendered to the Certificate Registrar, or if the Certificate Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Certificate (provided, that the Trustee shall not be required to verify
the evidence provided to it), and (b) there shall be delivered to the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
that such Certificate shall have been acquired by a bona fide purchaser, and provided
that the requirements


 


15

















 


of Section 8-405 of the
UCC are met, the Trustee on behalf of the Trust shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a replacement Certificate of like tenor and denomination.


 


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


 


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


 


SECTION 3.7.
Persons Deemed Holders.  Prior to
due presentation of a Certificate for registration of transfer of any
Certificate, the Trustee or the Certificate Registrar may treat the Person in
whose name any Certificate shall be registered in the Certificate Register (as
of the day of determination) as the owner of such Certificate for all purposes
whatsoever, and neither the Trustee nor the Certificate Registrar shall be
bound by any notice to the contrary.


 


SECTION 3.8.
Access to List of Holders’ Names and Addresses.  The Trustee shall furnish or cause to be
furnished to the Servicer and RFS Holding, within 15 days after receipt by the
Trustee of a request therefor from the Servicer or RFS Holding in writing, a
list, in such form as the Servicer or RFS Holding may reasonably require, of
the names and addresses of the Holders. If a Holder applies in writing to the
Trustee, and such application states that the applicants desire to communicate
with other Holders with respect to their rights under this Agreement or under
the Certificates and such application shall be accompanied by a copy of the
communication that such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, afford such
applicants access during normal business hours to the current list of Holders.
Each Holder, by receiving and holding a Certificate, shall be deemed to have
agreed not to hold any of RFS Holding, the Certificate Registrar or the Trustee
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.


 


SECTION 3.9.
Maintenance of Office or Agency. 
The Trustee shall maintain in an office or offices or agency or agencies
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Trustee in respect of the
Certificates and the Related Documents may be served.  The Trustee initially designated The Bank of New York (Delaware),
c/o The Bank of New York, 101 Barclay Street, Floor 8 West (ABS Unit), New
York, New York  10286, as its principal
corporate trust office for such purposes. The Trustee shall give prompt written
notice to RFS Holding and to the Holders of any change in the location of the
Certificate Register or any such office or agency.


 


ARTICLE IV

Actions by the Trustee


 


SECTION 4.1.
Prior Notice to Holders with Respect to Certain Matters.  With respect to the following matters, the
Trustee shall not take action unless, at least 30 days before the taking


 


16

















 


of such action, the Trustee
shall have notified the Holders in writing of the proposed action and the
Holders shall not have notified the Trustee in writing prior to the 30th
day after such notice is given that the Holders withheld consent or shall not
have provided alternative direction:


 


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


 


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


 


(c)                                  the amendment of the Indenture;


 


(d)                                 the amendment, change or modification of the
Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner, or add any provision, that would not
materially adversely affect the interests of the Holders; or


 


(e)                                  the appointment pursuant to the Indenture of
a successor Note Registrar, Paying Agent or Indenture Trustee, or the consent
to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of
its obligations under the Indenture or this Agreement, as applicable.


 


SECTION 4.2.
Action by the Holders with Respect to Certain Matters.  The Trustee shall not have the power, except
upon the direction of the Holders, to: 
(a) remove the Administrator under the Administration Agreement, (b)
appoint a successor Administrator, or (c) except as expressly provided in the
Related Documents, sell the Transferred Receivables after the termination of
the Indenture.  The Trustee shall take
the actions referred to in the preceding sentence only upon written
instructions signed by the Holders.


 


SECTION 4.3.
Action by the Holders with Respect to Bankruptcy.  The Trustee shall not have the power to
commence a voluntary proceeding in bankruptcy relating to the Trust without the
prior approval of the Holders and the delivery to the Trustee by the Holders of
a certificate certifying that the Holders reasonably believe that the Trust is
insolvent.


 


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


 


ARTICLE V

Authority and Duties of the Trustee


 


SECTION 5.1.
General Authority.  The Trustee
is authorized and directed to execute and deliver the Related Documents to
which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Related Documents to which the
Trust is to be a party, in each case in such form as RFS Holding shall approve
as evidenced conclusively by the Trustee’s execution thereof, and, on behalf of
the Trust, to direct the


 


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Indenture Trustee, from time
to time, to authenticate and deliver Notes in the amount specified in a letter of
instruction from RFS Holding to the Trustee. 
In addition to the foregoing, the Trustee is authorized, but shall not
be obligated, to take all actions required of the Trust pursuant to the Related
Documents.  Except as otherwise provided
in this Agreement, the Trustee is further authorized from time to time to take
such action as RFS Holding or the Administrator recommends with respect to the
Related Documents.


 


SECTION 5.2.
General Duties.  It shall be the
duty of the Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to this Agreement and the Related Documents to which
the Trust is a party and to administer the Trust in the interest of the
Holders, subject to the Related Documents and in accordance with this Agreement.  Notwithstanding the foregoing, the Trustee
shall be deemed to have discharged its duties and responsibilities hereunder
and under the Related Documents to the extent the Administrator has agreed in
the Administration Agreement to perform any act or to discharge any duty of the
Trustee or Trust hereunder or under any Related Document, and the Trustee shall
not be held liable for the default or failure of the Administrator to carry out
its obligations under the Administration Agreement.


 


SECTION 5.3.
Action upon Instruction. 
(a)  Subject to Article IV
and in accordance with the Related Documents, the Holders may by written
instruction direct the Trustee in the management of the Trust.  Such direction may be exercised at any time
by written instruction of the Holders pursuant to Article IV.


 


(b)                                 The Trustee shall not be required to take any
action hereunder or under any Related Document if the Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Trustee or is contrary to
the terms hereof or of any Related Document or is otherwise contrary to law.


 


(c)                                  Whenever the Trustee is unable to decide
between alternative courses of action permitted or required by this Agreement
or any Related Document, the Trustee shall promptly give notice (in such form
as shall be appropriate under the circumstances) to the Holders requesting
instruction as to the course of action to be adopted, and to the extent the
Trustee acts in good faith in accordance with any written instruction of the
Holders received, the Trustee shall not be liable on account of such action to
any Person.  If the Trustee shall not
have received appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or
may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action, not inconsistent with this
Agreement or the Related Documents, as it shall deem to be in the best
interests of the Holders, and shall have no liability to any Person for such
action or inaction.


 


(d)                                 In the event that the Trustee is unsure as to
the application of any provision of this Agreement or any Related Document or
any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Trustee or is silent or is
incomplete as to the course of action that the Trustee is required to take with
respect to a particular set of facts, the Trustee may give notice (in such form


 


18

















 


as shall be appropriate
under the circumstances) to the Holders requesting instruction and, to the
extent that the Trustee acts or refrains from acting in good faith in
accordance with any such instruction received, the Trustee shall not be liable,
on account of such action or inaction, to any Person.  If the Trustee shall not have received appropriate instruction
within 10 days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the Related
Documents, as it shall deem to be in the best interests of the Holders, and
shall have no liability to any Person for such action or inaction.


 


SECTION 5.4.
No Duties Except as Specified in this Agreement or in Instructions.  The Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record, sell,
dispose of or otherwise deal with the Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Trustee is a party, except as expressly
provided by this Agreement or in any document or written instruction received
by the Trustee pursuant to this Agreement; and no implied duties or obligations
shall be read into this Agreement or any Related Document against the
Trustee.  The Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or Lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any Related
Document.  Notwithstanding anything to
the contrary herein or in any Related Document, the Trustee shall not be
required to execute, deliver or certify on behalf of the Trust or any other
Person any filings, certificates, affidavits or other instruments required
under the Sarbanes-Oxley Act of 2002, if applicable.  The Trustee nevertheless agrees that it will, at its own cost and
expense, promptly take all action as may be necessary to discharge any Liens on
any part of the Trust Estate that result from the negligence or willful
misconduct of the Trustee.


 


SECTION 5.5.
No Action Except Under Specified Documents or Instructions.  The Trustee shall not manage, control, use,
sell, dispose of or otherwise deal with any part of the Trust Estate except:
(i) in accordance with the powers granted to and the authority conferred upon
the Trustee pursuant to this Agreement, (ii) in accordance with the Related
Documents and (iii) in accordance with any document or instruction delivered to
the Trustee pursuant to this Agreement.


 


SECTION 5.6.
Restrictions.  The Trustee shall
not take any action: (a) that is inconsistent with the purposes of the Trust
set forth in Section 2.3 or (b) that, to the actual knowledge of
the Trustee, would result in the Trust becoming taxable as a corporation for
Federal income tax purposes.  RFS
Holding shall not direct the Trustee to take action that would violate this
Section.


 


SECTION 5.7.
Tax Returns.  In the event the
Trust shall be required to file tax returns, the Trustee, upon request, will
furnish the Administrator with all such information in the Trustee’s actual
custody or possession as may be reasonably requested by the Administrator in
connection with the preparation of all tax returns of the Trust, and shall,
upon request, execute such returns.  In
no event shall the Trustee be liable for any liabilities, costs or expenses of
the Trust arising under any tax law, including federal, state or local income
or excise taxes or any


 


19

















 


other tax imposed on or
measured by income (or any interest or penalty with respect thereto arising
from a failure to comply therewith).


 


ARTICLE VI

Concerning the Trustee


 


SECTION 6.1.
Acceptance of Trusts and Duties. 
The Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to such trusts but only upon the terms of this
Agreement.  The Trustee also agrees to
disburse all moneys actually received by it constituting part of the Trust
Estate upon the terms of the Related Documents and this Agreement.  The Trustee shall not be answerable or
accountable hereunder or under any Related Document under any circumstances,
except: (i) for its own willful misconduct or gross negligence or (ii) in the
case of the inaccuracy of any representation or warranty contained in Section 6.3
expressly made by the Trustee.  In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):


 


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


 


(b)                                 the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in accordance with the
instructions of the Administrator, the Servicer or RFS Holding;


 


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


 


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


 


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


 


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


 


20

















 


the Indenture Trustee under
the Indenture or the Servicer under the Servicing Agreement; and the Trustee
shall have no obligation to monitor such persons with respect to such
obligations.


 


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


 


SECTION 6.2.
Furnishing of Documents.  The
Trustee shall furnish to a Holder promptly upon receipt of a written request
therefor, and at the expense of such Holder, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Trustee under the Related Documents.


 


SECTION 6.3.
Representations and Warranties. 
The Trustee hereby represents and warrants to the Holders, that:


 


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


 


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


 


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


 


(d)                                 this Agreement, assuming due authorization,
execution and delivery by RFS Holding, constitutes a valid, legal and binding
obligation of the Trustee, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of


 


21

















 


creditors’ rights generally
and to general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.


 


SECTION 6.4.
Reliance; Advice of Counsel. 
(a)  Except to the extent
otherwise provided in Section 6.1, the Trustee shall incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper (whether in its original or facsimile form believed by
it to be genuine and believed by it to be signed by the proper party or
parties.  The Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Trustee may
for all purposes hereof rely on a certificate, signed by the president, any
vice president, the treasurer or other authorized officers of the relevant
party as to such fact or matter, and such certificate shall constitute full
protection to the Trustee for any action taken or omitted to be taken by it in
good faith in reliance thereon.


 


(b)                                 In the exercise or administration of the
trusts hereunder and in the performance of its duties and obligations under
this Agreement or the Related Documents, the Trustee: (i) may act directly or
through its agents or attorneys pursuant to agreements entered into with any of
them, and the Trustee shall not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by the
Trustee with reasonable care, and (ii) may consult with counsel, accountants
and other skilled Persons to be selected with reasonable care and employed by
it.  The Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such
Person.


 


SECTION 6.5.
Not Acting in Individual Capacity. 
Except as provided in this Article VI, in accepting the
trusts hereby created The Bank of New York (Delaware) acts solely as the
Trustee hereunder and not in its individual capacity and all Persons having any
claim against the Trustee by reason of the transactions contemplated by this
Agreement or any Related Document shall look only to the Trust Estate for
payment or satisfaction thereof.


 


SECTION 6.6.
Trustee Not Liable for Notes or Receivables.  The recitals contained herein and in the Certificates (other than
the signature and counter-signature of the Trustee on the Certificates) shall
be taken as the statements of RFS Holding, and the Trustee assumes no
responsibility for the correctness thereof. 
The Trustee makes no representations as to the validity or sufficiency
of this Agreement, of any Related Document, of the Certificates, or of any
Transferred Receivable or related documents. 
The Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Transferred
Receivable, or the perfection and priority of any security interest created by
any Transferred Receivable or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to the Holders under this
Agreement or the Noteholders under the Indenture, including: (a) the existence,
condition and ownership of the Transferred Assets, (b) the existence and
enforceability of any insurance thereon, (c) the existence and contents of any
Transferred Receivable on any computer or other record thereof, (d) the
validity of the assignment of any


 


22

















 


Transferred Receivable to
the Receivables Trust or of any intervening assignment, (e) the completeness of
any Transferred Receivable, (f) the performance or enforcement of any
Transferred Receivable, and (g) the compliance by RFS Holding or the Servicer
with any warranty or representation made under any Related Document or in any
related document or the accuracy of any such warranty or representation or any
action of the Administrator, the Indenture Trustee or the Servicer or any
subservicer taken in the name of the Trust or Trustee.


 


SECTION 6.7.
Trustee May Not Own Notes.  The
Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner or pledgee of Notes or otherwise extend credit to the
Trust.  The Trustee may otherwise deal
with RFS Holding, the Administrator, the Indenture Trustee and the Servicer
with the same rights as it would have if it were not the Trustee.


 


ARTICLE VII

Compensation of the Trustee


 


SECTION 7.1.
Trustee’s Fees and Expenses.  The
Trustee shall receive as compensation for its services hereunder such fees as have
been separately agreed upon before the date hereof between RFS Holding and the
Trustee, and the Trustee shall be entitled to be reimbursed by RFS Holding for
its other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Trustee may employ in connection with the exercise and performance of
its rights and its duties hereunder.


 


SECTION 7.2.
Indemnification.  RFS Holding
shall be liable as primary obligor for, and shall indemnify the Trustee and its
successors, assigns, agents and servants (collectively, the “Indemnified
Parties”) from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever (collectively, “Expenses”), which may at
any time be imposed on, incurred by or asserted against the Trustee or any
other Indemnified Party in any way relating to or arising out of this
Agreement, the Related Documents, the Trust Estate, the administration of the
Trust Estate or the action or inaction of the Trustee hereunder, except only
that RFS Holding shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from: (a) such
Indemnified Party’s willful misconduct or gross negligence or (b) with respect
to the Trustee, the inaccuracy of any representation or warranty contained in Section 6.3
expressly made by the Trustee.  The
indemnities contained in this Section shall survive the resignation or
termination of the Trustee or the termination of this Agreement.


 


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


 


23

















 


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


 


SECTION 7.3.  Payments to the Trustee. 
Any amounts paid to the Trustee pursuant to this Article VII
shall be deemed not to be a part of the Trust Estate immediately after such
payment.


 


ARTICLE VIII

Termination of Trust Agreement


 


SECTION 8.1.
Termination of Trust Agreement. 
(a)  The Trust shall dissolve
upon the date specified by RFS Holding (the “Trust Termination Date”,
written notice of which shall be provided to the Trustee), provided that
the Trust Termination Date shall not be earlier than the day on which the
rights of all Series of Notes to receive payments from the Trust have
terminated.  After satisfaction of
liabilities of the Trust as provided by applicable law, any money or other
property held as part of the Trust Estate following such distribution shall be
distributed to RFS Holding.  The
bankruptcy, liquidation, dissolution, termination, death or incapacity of RFS
Holding shall not (x) operate to terminate this Agreement or annul, dissolve or
terminate the Trust, (y) entitle RFS Holding’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Trust or Trust Estate or (z)
otherwise affect the rights, obligations and liabilities of the parties hereto.


 


(b)                                 Except as provided in Section 8.1(a),
neither RFS Holding nor any Holder shall be entitled to dissolve, revoke or
terminate the Trust.


 


(c)                                  Upon the dissolution of the Trust and the
payment of all liabilities of the Trust in accordance with applicable law and
upon written direction from the Holders, the Trustee shall cause the Certificate
of Trust to be canceled by filing a certificate of cancellation with the
Secretary of State in accordance with the provisions of Section 3810 (or
successor section) of the Trust Statute, at which time the Trust and this
Agreement (other than Article VII) shall terminate.


 


24

















 


ARTICLE IX

Successor Trustees and Additional
Trustees


 


SECTION 9.1.
Eligibility Requirements for the Trustee.  The Trustee shall at all times: (a) be a “bank” within the
meaning of the Investment Company Act of 1940, as amended, (b) be authorized to
exercise corporate trust powers, (c) have a combined capital and surplus of at
least $50,000,000 and be subject to supervision or examination by Federal or
State authorities, and (d) have (or have a parent that has) a rating of at
least “Baa3” by Moody’s or at least “BBB-” by S&P.  If such corporation shall publish reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  At all
times, at least one the Trustee of the Trust shall satisfy the requirements of
Section 3807(a) of the Trust Statute. 
In case at any time the Trustee shall cease to be eligible in accordance
with this Section, the Trustee shall resign immediately in the manner and with
the effect specified in Section 9.2.


 


SECTION 9.2.
Resignation or Removal of the Trustee. 
The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Administrator.  Upon receiving such notice of resignation,
the Administrator, on behalf of the Trust, shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning the Trustee and one copy to the successor
trustee.  If no successor Trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning the Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee.


 


If at any time the Trustee
shall cease to be eligible in accordance with Section 9.1 and shall
fail to resign after written request therefor by the Administrator, or if at
any time the Trustee shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator, on behalf of the Trust, may remove the
Trustee.  If the Administrator, on
behalf of the Trust, shall remove the Trustee under the authority of the
preceding sentence, the Administrator, on behalf of the Trust, shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Trustee so removed and one
copy to the successor trustee, and pay all fees owed to the outgoing Trustee.


 


Any resignation or removal
of the Trustee and appointment of a successor trustee pursuant to this
Section shall not become effective until acceptance of appointment by the
successor trustee pursuant to Section 9.3 and payment of all fees
and expenses owed to the outgoing trustee. 
The Administrator shall provide notice of such resignation or removal of
the trustee to each of the Rating Agencies.


 


SECTION 9.3.
Successor Trustee.  Any successor
trustee appointed pursuant to Section 9.3 shall execute,
acknowledge and deliver to the Administrator and to its predecessor Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor trustee, without


 


25

















 


any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties, and
obligations of its predecessor under this Agreement, with like effect as if
originally named as the trustee.  The
predecessor Trustee shall upon payment of its fees and expenses deliver to the
successor trustee all documents and statements and monies held by it under this
Agreement; and the Administrator and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.


 


No successor trustee shall
accept appointment as provided in this Section unless at the time of such
acceptance such successor trustee shall be eligible pursuant to Section 9.1.


 


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


 


SECTION 9.4.  Merger or Consolidation of the Trustee.  Any corporation or other entity into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided, such corporation shall be
eligible pursuant to Section 9.1, without the execution or filing
of any instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; and provided further, that the Trustee
shall mail notice of such merger or consolidation to the Rating Agencies.


 


SECTION 9.5.
Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or Trust Estate may at the time be located, the
Administrator, on behalf of the Trust, and the Trustee acting jointly shall
have the power and may execute and deliver all instruments to appoint one or
more Person(s) approved by the Trustee to act as co-trustee(s), jointly with
the Trustee, or separate trustee(s), of all or any part of the Trust Estate,
and to vest in such Person(s), in such capacity and for the benefit of the
Holders, such title to the Trust Estate, or any part thereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Administrator, on behalf of the Trust, and the Trustee may
consider necessary or desirable.  If the
Administrator, on behalf of the Trust, shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, the
Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 9.1 and no notice of the appointment of
any co-trustee or separate trustee shall be required pursuant to Section 9.3.


 


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


 


26

















 


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


 


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


 


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


 


Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of then
separate trustees and co-trustees, as effectively as if given to each of
them.  Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article.  Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. 
Each such instrument shall be filed with the Trustee and a copy thereof
given to the Administrator.


 


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


 


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


 


ARTICLE X

Miscellaneous


 


SECTION 10.1. Clean-Up Call.  On any
day occurring on or after the date on which the outstanding principal balance
of any Series of Notes is reduced to 10% or less of the initial outstanding
principal balance of such Series, RFS Holding shall have the option to reduce
the Collateral Amount for that Series to zero and transfer that portion of the
Note Trust Principal Balance to the Free Equity Amount by paying the Trust a
redemption price equal to the greater


 


27

















 


of (x) the Collateral
Amount, plus the applicable Allocation Percentage of outstanding Finance Charge
Receivables and (y) a minimum amount equal to (i) if such day is a Payment
Date, the Reassignment Amount for such Payment Date or (ii) if such day is not
a Payment Date, the Reassignment Amount of the Payment Date following such
day.  RFS Holding shall give the Trust
at least thirty days prior written notice on the date on which RFS Holding intends
to excise such option.


 


SECTION 10.2.  Supplements and Amendments. 
This Agreement may be amended from time to time by a written amendment
duly executed and delivered by RFS Holding and the Trustee, with prior written
notice to the Rating Agencies, without the consent of the Holders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or, for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Holders; provided, however, that (i)
such action shall not as evidenced by an Officer’s Certificate of RFS Holding,
adversely affect in any material respect the interests of the Holders or
Noteholders and (ii) the Rating Agency Condition shall have been satisfied.


 


Without the consent of all
Noteholders, no amendment shall (a) increase or reduce in any manner the amount
of, or accelerate or delay the timing of distributions that are required to be
made for the benefit of the Noteholders or (b) reduce the aforesaid percentage
of the Outstanding Principal Balance of the Notes, the holders of which are
required to consent to any such amendment.


 


Promptly after the execution
of any such amendment or consent, RFS Holding shall furnish written
notification of the substance of such amendment or consent to the Indenture
Trustee and each Rating Agency.


 


It shall not be necessary
for the consent of the Holders pursuant to this Section 10.1 to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof


 


Promptly after the execution
of any amendment to the Certificate of Trust, the Trustee shall cause the
filing of such amendment with the Secretary of State of the State of Delaware.


 


The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Officer’s
Certificate of RFS Holding to the effect that the conditions to amendment have
been satisfied.


 


The Trustee may, but shall
not be obligated to, enter into any such amendment that affects the Trustee’s
own rights, duties or immunities under this Agreement or otherwise.


 


SECTION 10.3. No Legal Title to Trust Estate in RFS Holding .  RFS
Holding shall not have legal title to any part of the Trust Estate.  No transfer, by operation of law or
otherwise, of any right, title or interest of RFS Holding in, to and under
their ownership interest in the Trust Estate shall operate to terminate this Agreement
or the trusts hereunder or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the Trust Estate.


 


28

















 


SECTION 10.4. Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of
the Trustee, RFS Holding, and the Holders and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.


 


SECTION 10.5. Notices.  Unless
otherwise expressly specified or permitted by the terms hereof, all notices
shall be in writing, personally delivered or mailed by certified mail, postage
prepaid and return receipt requested, and shall be deemed to have been duly
given upon receipt: (i) if to the Trustee, addressed to the Corporate Trust
Office, and (ii) if to RFS Holding, c/o General Electric Capital Services,
Inc., 1600 Summer Street, 6th Floor, Stamford, CT  06927, Attn:  Manager of Finance - Securitization; or, as to each party, at
such other address as shall be designated by such party in a written notice to
the other party.


 


SECTION 10.6. Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 10.7. Separate Counterparts. 
This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


SECTION 10.8. Successors and Assigns. 
All covenants and agreements contained herein shall be binding upon, and
inure to the benefit of, RFS Holding and its successors, the Trustee and its
successors and RFS Holding and its successors and permitted assigns, all as
herein provided.  Any request, notice,
direction, consent, waiver or other instrument or action by the Holders of the Transferor
Certificate shall bind the successors and assigns of RFS Holding and any other
Holder.


 


SECTION 10.9. No Petition.  The
Trustee on behalf of the Trust, by entering into this Agreement and the
Holders, by accepting a Certificate, hereby covenant and agree that they will
not at any time institute against RFS Holding or the Trust, or join in any
institution against RFS Holding or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, this Agreement or any of the
Related Documents; provided that nothing in this paragraph shall
preclude, or be deemed to estop, the Trustee or the Holders from taking any
action prior to the expiration of the applicable preference period in any
involuntary proceeding filed or commenced against RFS Holding or the Trust by a
Person other than the Trustee or the Holders or to otherwise limit any claims that
the Trustee or the Holders may have against RFS Holding or the Trustee.  This Section 10.9 shall survive the
termination of the Trust.


 


SECTION 10.10. No Recourse.  A Holder
(or any interest therein), by accepting a Certificate (or its interest therein),
acknowledges that the Certificate represents a beneficial interest in the Trust
only and the Certificate does not represent an interest in or obligation of RFS


 


29

















 


Holding, the Servicer, the
Administrator, the Trustee, the Indenture Trustee or any Affiliate thereof, and
no recourse may be had against such parties or their assets except as may be
expressly set forth or contemplated provided in this Agreement or the Related
Documents.


 


SECTION 10.11. Governing Law.  This
Agreement shall be construed in accordance with the laws of the State of
Delaware, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.


 


SECTION 10.12. Administrator.  RFS
Holding and Trustee acknowledge that the Administrator is authorized to execute
on behalf of the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Trust or Trustee to
prepare, file or deliver pursuant to this Agreement and the Related
Documents.  Upon written request, the
Trustee shall execute and deliver to the Administrator a power of attorney
appointing the Administrator its agent and attorney-in-fact to execute all such
documents, reports, filings, instruments, certificates and opinions.


 


30

















 


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


 


	
   

  	
  THE BANK OF NEW YORK
  (DELAWARE),

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Santino

  	
   

  
	
   

  	
  Name: Michael Santino

  
	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RFS HOLDING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Iain J. Mackay

  	
   

  
	
   

  	
  Name: Iain J. Mackay

  
	
   

  	
  Title: Chief Financial
  Officer and Manager

  



 


31

















 


EXHIBIT A

to Trust Agreement


 


TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY NOT
BE TRANSFERRED TO ANY PERSON EXCEPT IN ACCORDANCE WITH THE TRUST AGREEMENT.


 


THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE PURCHASED BY OR TRANSFERRED TO (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN
(INCLUDING AN INSURANCE COMPANY GENERAL ACCOUNT) IN SUCH ENTITY.


 


TRANSFEROR
CERTIFICATE


R-[    ]


 


GE
CAPITAL CREDIT CARD MASTER NOTE TRUST


TRANSFEROR
CERTIFICATE


 


evidencing a fractional
undivided interest in the Trust, as defined below, the property of which
includes a pool of credit card receivables sold or contributed to the Trust by
RFS HOLDING, L.L.C.


 


THIS CERTIFIES THAT RFS
HOLDING, L.L.C. is the owner of a ONE HUNDRED PERCENT nonassessable,
fully-paid, undivided interest in the GE Capital Credit Card Master Note Trust
(the “Trust”) formed by RFS HOLDING, L.L.C., a Delaware limited
liability company (the “RFS Holding”).


 


The Trust was created
pursuant to a Trust Agreement dated as of September 25, 2003 (the “Trust
Agreement”) between RFS Holding and The Bank of New York (Delaware), as
trustee (the “Trustee”). To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement.  This Certificate is one of
the duly authorized Certificates designated as “Transferor Certificate” (herein
called the “Transferor Certificate”) issued under and subject to the
terms, provisions and conditions of the Trust Agreement, to which the Holder of
this Transferor Certificate by virtue of the acceptance hereof assents and by
which holder is bound.


 


It is the intent of RFS
Holding, and the Holder of the Transferor Certificate that, for purposes of
Federal income, State and local income and franchise and any other income taxes
measured in whole or in part by income, until the interest in the Transferor
Certificate is held by one or more person other than RFS Holding, the Trust be
disregarded as an entity separate from its owner.  At such time that the interest in the Transferor Certificate is
held by more than one person, it is the intent of RFS Holding, and the Holder
of a Transferor Certificate and the Holders of the Supplemental Certificates
that, for purposes of Federal income, State and local 


 


A-1

















 


income and franchise and any
other income taxes measured in whole or in part by income, the Trust be treated
as a partnership, the assets of which are the assets held by the Trust, and the
Holder of the Transferor Certificate and the Holders of the Supplemental
Interests will be treated as partners in that partnership.  RFS Holding and the Holder of the Transferor
Certificate, by acceptance of the Transferor Certificate, agree to treat, and
to take no action inconsistent with the treatment of, the Transferor
Certificate as such for tax purposes.


 


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


 


The Transferor Certificate
does not represent an obligation of, or an interest in, RFS Holding, the
Servicer, General Electric Capital Services, Inc., General Electric Capital
Corporation or General Electric Company, the Trustee or any affiliates of any
of them and no recourse may be had against such parties or their assets, except
as may be expressly set forth or contemplated herein or in the Trust Agreement
or the Related Documents.


 


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


 


This Transferor Certificate
shall be construed in accordance with the laws of the State of Delaware,
without reference to its conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.


 


A-2

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD
  MASTER NOTE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  The Bank of New York (Delaware), not in
  its individual capacity, but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


A-3

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is the Transferor
Certificate referred to in the within-mentioned Trust Agreement.


 


 


The Bank of New York
(Delaware), as Trustee


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:  [                     ],
  200[  ]

  	
   

  



 


A-4

















 


EXHIBIT B

to Trust Agreement


 


CERTIFICATE OF TRUST

OF

GE CAPITAL CREDIT CARD MASTER NOTE TRUST


 


THIS CERTIFICATE OF TRUST of
GE Capital Credit Card Master Note Trust (the “Trust”), is being duly
executed and filed by The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. §3801, et  seq.).


 


(i)                                     Name.  The name of the statutory
trust being formed hereby is GE Capital Credit Card Master Note Trust.


 


(ii)                                  Delaware Trustee.  The
name and business address of the trustee of the Trust in the State of Delaware
are The Bank of New York (Delaware), 700 White Clay Center, Route 273, Newark,
Delaware 19711.


 


(iii)                               Effective Date. 
This Certificate of Trust shall be effective as of its filing.


 


B-1

















 


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


 


	
   

  	
  THE BANK OF NEW YORK
  (DELAWARE), not in its individual capacity, but solely as trustee under a
  Trust Agreement dated as of September    , 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


B-2