Exhibit 4.5


 


EXECUTION COPY


 


AMENDMENT


TO


SERIES 2004-1 SERIES SUPPLEMENT


 


The Amendment, dated as of June 13,
2006 (this “Amendment”) to the Third Amended and Restated 2004-1 Series Supplement,
dated April 13, 2006 (the “2004-1 Series Supplement”), by and
among ARG Funding Corp. (the “Company”) and The Bank of New York, (“Trustee”)
in connection with the Company’s Series 2004-1 Notes.


 


WHEREAS, the Company and
Trustee desire to amend the 2004-1 Series Supplement on the terms and
conditions set forth herein;


 


NOW THEREFORE, the Company
and Trustee hereby agree as follows:


 


1.                    Definitions. All capitalized terms used herein and not otherwise defined herein
are used herein as defined in the 2004-1 Series Supplement.


 


2.                    Amendment. The definition of “Series 2004-1 Maximum Non-Eligible Manufacturer
Amount” is hereby amended and restated in its entirety to read as follows:


 


“Series 2004-1
Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount
equal to 2% of the Adjusted Aggregate Asset Amount on such day.


 


3.                    Reference to and Effect on the 2004-1 Series Supplement;
Ratification.


 


(a)                                  Except as specifically amended above, the 2004-1
Series Supplement is and shall continue to be in full force and effect and
is hereby ratified and confirmed in all respects.


 


(b)                                 The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any party hereto under the 2004-1 Series Supplement,
or constitute a waiver of any provision of any other agreement.


 


(c)                                  Upon the effectiveness hereof, each reference
in the 2004-1 Series Supplement to “this Series Supplement”, “hereto”,
“hereunder”, “hereof” or words of like import referring to the 2004-1 Series Supplement,
and each reference in any other Related Document to “the Series 2004-1
Supplement”, “thereto”, “thereof”, “thereunder” or words of like import referring
to the 2004-1 Series Supplement, shall mean and be a reference to the 2004-1
Series Supplement as amended hereby.


 


4.                    Miscellaneous.


 


(a)                                  This Amendment may be executed in any number
of counterparts (which may include facsimile) and by different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but
all of which taken together shall constitute one and the same agreement.


 


(b)                                 Section and paragraph headings herein
are included for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose.


 

















 


(c)                                  This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
otherwise applicable principles of conflicts of law.


 


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


 


 


	
   

  	
  ARG FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A.
  Gordon

  	
   

  
	
   

  	
  Name: Jill A. Gordon

  
	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN
  BOBKO

  	
   

  
	
   

  	
  Name: JOHN BOBKO

  
	
   

  	
  Title:   VICE PRESIDENT