Exhibit 4.1


 


GE CAPITAL CREDIT
CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK
TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


Form of Series 2009-4
INDENTURE SUPPLEMENT


 


Dated as of November 24, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  1

  
	
  SECTION 1.2.

  	
  Incorporation of Terms

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CREATION OF THE
  SERIES 2009-4 NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
  14

  
	
  SECTION 2.2.

  	
  Transfer Restrictions

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS,
  WARRANTIES and Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations,
  Warranties and Covenants with respect to Receivables

  	
  16

  
	
  SECTION 3.2.

  	
  Representations,
  Warranties and Covenants with respect to ERISA

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Rights
  of Series 2009-4 Noteholders and Allocation and Application of
  Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination of
  Interest and Principal

  	
  17

  
	
  SECTION 4.2.

  	
  Establishment of
  Accounts

  	
  18

  
	
  SECTION 4.3.

  	
  Calculations and
  Series Allocations

  	
  19

  
	
  SECTION 4.4.

  	
  Application of
  Available Finance Charge Collections and Available Principal Collections

  	
  22

  
	
  SECTION 4.5.

  	
  Distributions

  	
  25

  
	
  SECTION 4.6.

  	
  Investor Charge-Offs

  	
  25

  
	
  SECTION 4.7.

  	
  Reallocated Principal
  Collections

  	
  26

  
	
  SECTION 4.8.

  	
  Excess Finance Charge
  Collections

  	
  26

  
	
  SECTION 4.9.

  	
  Shared Principal
  Collections

  	
  26

  
	
  SECTION 4.10.

  	
  Reserve Account

  	
  26

  
	
  SECTION 4.11.

  	
  Spread Account

  	
  27

  
	
  SECTION 4.12.

  	
  Investment of Accounts

  	
  28

  
	
  SECTION 4.13.

  	
  Controlled Accumulation
  Period

  	
  29

  
	
  SECTION 4.14.

  	
  [Reserved]

  	
  29

  
	
  SECTION 4.15.

  	
  Deposit of Collections

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Delivery
  of Series 2009-4 Notes; Reports to Series 2009-4 Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery and Payment
  for the Series 2009-4 Notes

  	
  30

  
				



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Reports and Statements
  to Series 2009-4 Noteholders

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Series 2009-4
  Early Amortization Events

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 2009-4
  Early Amortization Events

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Redemption
  of Series 2009-4 Notes; Final Distributions; Series Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional Redemption of
  Series 2009-4 Notes; Final Distributions

  	
  32

  
	
  SECTION 7.2.

  	
  Series Termination

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Miscellaneous
  Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification of
  Indenture; Amendments

  	
  33

  
	
  SECTION 8.2.

  	
  Form of Delivery
  of the Series 2009-4 Notes

  	
  33

  
	
  SECTION 8.3.

  	
  Counterparts

  	
  33

  
	
  SECTION 8.4.

  	
  GOVERNING LAW

  	
  33

  
	
  SECTION 8.5.

  	
  Limitation of Liability

  	
  35

  
	
  SECTION 8.6.

  	
  Rights of the Indenture
  Trustee

  	
  35

  
	
  SECTION 8.7.

  	
  Notice Address for
  Rating Agencies

  	
  35

  
	
  SECTION 8.8.

  	
  Compliance with
  Applicable Anti-Terrorism and Anti-Money Laundering Regulations

  	
  35

  
	
  SECTION 8.9.

  	
  Notes to be Treated as
  Debt for Tax

  	
  36

  
	
  SECTION 8.10.

  	
  Deemed Consent

  	
  36

  
				



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A-1

  	
  FORM OF
  CLASS A NOTE

  
	
   

  	
   

  
	
  EXHIBIT A-2

  	
  FORM OF
  CLASS B NOTE

  
	
   

  	
   

  
	
  EXHIBIT A-3

  	
  FORM OF CLASS C
  NOTE

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  FORM OF MONTHLY
  NOTEHOLDER’S STATEMENT

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  SCHEDULE I

  	
  PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
  (WITH RESPECT TO
  RECEIVABLES)

  



 


ii

















 


SERIES 2009-4 INDENTURE SUPPLEMENT, dated as of November 24,
2009 (the “Indenture Supplement”),
between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, not in its individual capacity, but
solely as indenture trustee (herein, together with its successors in the trusts
thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master
Indenture, dated as of September 25, 2003 (the “Indenture”),
between the Issuer and the Indenture Trustee, as amended by the Omnibus
Amendment No.1 to Securitization Documents, dated as of February 9, 2004,
among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust
Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and
the Indenture Trustee, as further amended by the Second Amendment to Master
Indenture, dated as of June 17, 2004 between the Issuer and the Indenture
Trustee, as further amended by the Third Amendment to Master Indenture, dated
as of August 31, 2006 between the Issuer and the Indenture Trustee, as
further amended by the Fourth Amendment to Master Indenture, dated as of June 28,
2007 between the Issuer and the Indenture Trustee, as further amended by the
Fifth Amendment to Master Indenture, dated as of May 22, 2008, between the
Issuer and the Indenture Trustee, and as further amended by the Sixth Amendment
to Master Indenture, dated as of August 7, 2009, between the Issuer and
the Indenture Trustee (the Indenture, together with this Indenture Supplement,
the “Agreement”).


 


The Principal Terms of this Series are set forth
in this Indenture Supplement to the Indenture.


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Definitions.


 


(a)           Capitalized
terms used and not otherwise defined herein are used as defined in Section 1.1 of the Indenture. This
Indenture Supplement shall be interpreted in accordance with the conventions
set forth in Section 1.2 of the Indenture.


 


(b)           Each
capitalized term defined herein relates only to Series 2009-4 and to no
other Series.  Whenever used in this
Indenture Supplement, the following words and phrases shall have the following
meanings:


 


“Accumulation Shortfall”
means (a) for the first Payment Date during the Controlled Accumulation
Period, zero; and (b) thereafter, for any Payment Date during the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit
Amount for the previous Payment Date over the amount deposited into the
Principal Accumulation Account pursuant to Section 4.4(c)(i) for
the previous Payment Date.


 


“Addition Date”
means an “Addition Date” as such term is defined in the Transfer Agreement.


 


“Additional Interest”
means, for any Payment Date, Class A Additional Interest, Class B
Additional Interest and Class C Additional Interest for such Payment Date.


 

















 


“Administration Agreement”
means the Administration Agreement, dated as of September 25, 2003,
between the Administrator and the Issuer.


 


“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.


 


“Agreement” is
defined in the preamble.


 


“Allocation Percentage”
means, with respect to any Monthly Period, the percentage equivalent of a
fraction:


 


(a)   the
numerator of which shall be equal to:


 


(i)  for Principal Collections during the Revolving Period and for
Finance Charge Collections and Default Amounts at any time, the Collateral
Amount at the end of the last day of the prior Monthly Period (or, in the case
of the first Monthly Period, on the Closing Date); or


 


(ii)  for Principal Collections during the Early Amortization
Period and the Controlled Accumulation Period, the Collateral Amount at the end
of the last day of the Revolving Period; provided that on and after the
date on which the Principal Accumulation Account Balance equals the Note
Principal Balance, the numerator shall equal zero; and


 


(b)   the
denominator of which shall be the greater of (x) the Aggregate Principal
Receivables determined as of the close of business on the last day of the prior
Monthly Period (or, in the case of the first Monthly Period, on the Closing
Date) and (y) the sum of the numerators used to calculate the allocation
percentages for allocations with respect to Finance Charge Collections,
Principal Collections or Default Amounts, as applicable, for all outstanding Series on
such date of determination; provided
that if one or more Reset Dates occur in a Monthly Period, the denominator
determined pursuant to clause (x) of this clause (b) shall be (A) the
Aggregate Principal Receivables as of the close of business on the last day of
the prior Monthly Period for the period from and including the first day of the
current Monthly Period, to but excluding such Reset Date and (B) the
Aggregate Principal Receivables as of the close of business on such Reset Date,
for the period from and including such Reset Date to the earlier of the last
day of such Monthly Period (in which case such period shall include such day)
or the next succeeding Reset Date (in which case such period shall not include
such succeeding Reset Date); and provided, further, that
notwithstanding the preceding proviso, if a Reset Date occurs during any
Monthly Period and the Issuer is permitted to make a single monthly deposit to
the Collection Account pursuant to Section 8.4 of the Indenture for
such Monthly Period, then the denominator determined pursuant to clause (x) of
this clause (b) for each day during such Monthly Period shall equal the
Average Principal Balance for such Monthly Period.


 


“Available Finance Charge
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Finance Charge Collections for such Monthly Period,
(b) the Series 


 


2

















 


2009-4 Excess Finance
Charge Collections for such Monthly Period, (c) Principal Accumulation
Investment Proceeds, if any, with respect to the related Transfer Date, (d) interest
and earnings on funds on deposit in the Reserve Account which will be deposited
into the Finance Charge Account on the related Payment Date to be treated as
Available Finance Charge Collections pursuant to Section 4.10(a),
and (e) amounts, if any, to be withdrawn from the Reserve Account which
will be deposited into the Finance Charge Account on the related Transfer Date
to be treated as Available Finance Charge Collections pursuant to Section 4.10(c).


 


“Available Principal
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied
on the related Payment Date, plus (c) the sum of (i) any
Shared Principal Collections with respect to other Principal Sharing Series (including
any amounts on deposit in the Excess Funding Account that are allocated to Series 2009-4
for application as Shared Principal Collections), (ii) the aggregate
amount to be treated as Available Principal Collections pursuant to Sections
4.4(a)(vi), (vii) and (x), and (iii) during an Early
Amortization Event, the amount of Available Finance Charge Collections used to pay
principal on the Notes pursuant to Section 4.4(a)(xiii)
for the related Payment Date.


 


“Available Reserve
Account Amount” means, for any Transfer Date, the lesser of (a) the
amount on deposit in the Reserve Account (after taking into account any interest
and earnings retained in the Reserve Account pursuant to Section 4.10(b) on
such date, but before giving effect to any deposit made or to be made pursuant
to Section 4.4(a)(viii) to
the Reserve Account on such date) and (b) the Required Reserve Account Amount.


 


“Available Spread Account
Amount” means, for any Transfer Date, an amount equal to the lesser
of (a) the amount on deposit in the Spread Account (exclusive of
Investment Earnings on such date and before giving effect to any deposit to, or
withdrawal from, the Spread Account made or to be made with respect to such
date) and (b) the Required Spread Account Amount, in each case on such
Transfer Date.


 


“Average Principal Balance” means for any
Monthly Period in which a Reset Date occurs, the sum of (i) the Aggregate
Principal Receivables determined as of the close of business on the last day of
the prior Monthly Period, multiplied by a fraction the numerator of
which is the number of days from and including the first day of such Monthly
Period, to but excluding the related Reset Date, and the denominator of which
is the number of days in such Monthly Period, and (ii) for each such Reset
Date, the product of the Aggregate Principal Receivables determined as of the
close of business on such Reset Date, multiplied by a fraction, the
numerator of which is the number of days from and including such Reset Date, to
the earlier of the last day of such Monthly Period (in which case such period
shall include such date) or the next succeeding Reset Date (in which case such
period shall exclude such date), and the denominator of which is the number of
days in such Monthly Period.


 


“Base Rate”
means, for any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is equal to the sum of (a) the Monthly
Interest, (b) the amount required to be paid pursuant to Section 4.4(a)(i) and
(c) the Noteholder Servicing Fee, each with respect to the related Payment
Date, and the denominator of which is the Collateral Amount plus 


 


3

















 


amounts on deposit in the
Principal Accumulation Account, each as of the close of business on the last
day of such Monthly Period.


 


“Benefit Plan” means (i) an
“employee benefit plan” as defined in Section 3(3) of ERISA, that is
subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975
of the Code that is subject to Section 4975 of the Code, (iii) an
entity whose underlying assets include plan assets by reason of investment by
an employee benefit plan or plans in such entity, or (iv) a governmental
plan, church plan or non-U.S. plan that is subject to any Similar Law.


 


“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 or the State of Connecticut.


 


“Class A Additional
Interest” is defined in Section 4.1(a).


 


“Class A Deficiency
Amount” is defined in Section 4.1(a).


 


“Class A Monthly
Interest” is defined in Section 4.1(a).


 


“Class A Note
Initial Principal Balance” means $475,000,000.


 


“Class A Note
Interest Rate” means a per annum rate of 3.80%.


 


“Class A Note
Principal Balance” means, on any date of determination, an amount
equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal
payments made to the Class A Noteholders on or prior to such date.


 


“Class A Noteholder”
means the Person in whose name a Class A Note is registered in the Note
Register.


 


“Class A Notes”
means any one of the Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.


 


“Class A Required
Amount” means, for any Payment Date, an amount equal to the excess
of the amounts described in Sections 4.4(a)(i), (ii) and (iii)
over Available Finance Charge Collections applied to pay such amount pursuant
to Section 4.4(a).


 


“Class B Additional
Interest” is defined in Section 4.1(b).


 


“Class B Deficiency
Amount” is defined in Section 4.1(b).


 


“Class B Monthly
Interest” is defined in Section 4.1(b).


 


“Class B Note
Initial Principal Balance” means $76,000,000.


 


“Class B Note
Interest Rate” means 5.39% per annum.


 


“Class B Note
Principal Balance” means, on any date of determination, an amount
equal to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class B Noteholders on or prior to such
date.


 


4

















 


“Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note Register.


 


“Class B Notes”
means any one of the Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.


 


“Class B Required
Amount” means, for any Payment Date, an amount equal to the excess
of the amount described in Section 4.4(a)(iv) over
Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a).


 


“Class C Additional
Interest” is defined in Section 4.1(c).


 


“Class C Deficiency
Amount” is defined in Section 4.1(c).


 


“Class C Monthly
Interest” is defined in Section 4.1(c).


 


“Class C Note
Initial Principal Balance” means $52,250,000.


 


“Class C Note
Interest Rate” means 7.82% per annum.


 


“Class C Note
Principal Balance” means, on any date of determination, an amount
equal to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of
principal payments made to the Class C Noteholders on or prior to such
date.


 


“Class C Noteholder”
means the Person in whose name a Class C Note is registered in the Note
Register.


 


“Class C Notes”
means any one of the Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-3.


 


“Class C Required
Amount” means with respect to any Payment Date, an amount equal to
the excess of the amount described in Section 4.4(a)(v) over
Available Finance Charge Collections applied to pay such amount pursuant to Section 4.4(a).


 


“Closing Date”
means November 24, 2009.


 


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


 


“Collateral Amount”
means, as of any date of determination, an amount equal to the excess of (a) the
Initial Collateral Amount, over (b) the
sum of (i) the amount of principal previously paid to the Series 2009-4
Noteholders (other than any principal payments made from funds on deposit in
the Spread Account), (ii) reductions in the Excess Collateral Amount due
to reductions in the Required Excess Collateral Amount, (iii) the
Principal Accumulation Account Balance, and (iv) the excess, if any, of
the aggregate amount of Investor Charge-Offs and Reallocated Principal
Collections over the reimbursements of
such amounts pursuant to Section 4.4(a)(vii) prior
to such date.


 


5

















 


“Controlled Accumulation
Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, $120,650,000; provided,
however, that if the Controlled
Accumulation Period Length is determined to be less than or more than five
months pursuant to Section 4.13,
the Controlled Accumulation Amount for each Payment Date with respect to the
Controlled Accumulation Period will be equal to (i) the initial Note
Principal Balance divided by (ii) the
Controlled Accumulation Period Length; provided,
further, that the Controlled
Accumulation Amount for any Payment Date shall not exceed the Note Principal
Balance minus any amount already on deposit in the Principal Accumulation
Account on such Payment Date.


 


“Controlled Accumulation
Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on May 22,
2014 or such other date as is determined in accordance with Section 4.13 and ending on the first to
occur of (a) the commencement of the Early Amortization Period and (b) the
Final Payment Date.


 


“Controlled Accumulation
Period Length” is defined in Section 4.13.


 


“Controlled Deposit
Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, an amount equal to the sum of the Controlled Accumulation
Amount for such Payment Date and any existing Accumulation Shortfall.


 


“Covered Amount”
means an amount, determined as of each Transfer Date for any Interest Period,
equal to the sum of:


 


(a)           product
of (i) the Class A Monthly Interest and (ii) a fraction (A) the
numerator of which is equal to the lesser of the Principal Accumulation Account
Balance and the Class A Note Principal Balance, each as of the last day of
the calendar month preceding such Transfer Date, and (B) the denominator
of which is equal to the Class A Note Principal Balance as of the last day
of the calendar month preceding such Transfer Date;


 


(b)           product
of (i) the Class B Monthly Interest and (ii) a fraction (A) the
numerator of which is equal to the lesser of (x) the excess of the
Principal Accumulation Account Balance over the Class A Note Principal
Balance as of the last day of the calendar month preceding such Transfer Date
and (y) the Class B Note Principal Balance, as of the last day of the
calendar month preceding such Transfer Date, and (B) the denominator of
which is equal to the Class B Note Principal Balance as of the last day of
the calendar month preceding such Transfer Date; and


 


(c)           product
of (i) the Class C Monthly Interest and (ii) a fraction (A) the
numerator of which is equal to the lesser of (x) the excess of the
Principal Accumulation Account Balance over the sum of the Class A Note
Principal Balance and the Class B Note Principal Balance, each as of the
last day of the calendar month preceding such Transfer Date and (y) the Class C
Note Principal Balance, as of the last day of the calendar month preceding such
Transfer Date, and (B) the denominator of which is equal to the Class C
Note Principal Balance as of the last day of the calendar month preceding such
Transfer Date.


 


6

















 


“Default Amount”
means, as to any Defaulted Account, the amount of Principal Receivables (other
than Ineligible Receivables, unless there is an Insolvency Event with respect
to Originator or the Transferor) in such Defaulted Account on the day it became
a Defaulted Account.


 


“Defaulted Account”
means an Account in which there are Charged-Off Receivables.


 


“Dilution”
means any downward adjustment made by Servicer in the amount of any Transferred
Receivable (a) because of a rebate, refund or billing error to an
accountholder, (b) because such Transferred Receivable was created in
respect of merchandise which was refused or returned by an accountholder or (c) for
any other reason other than receiving Collections therefor or charging off such
amount as uncollectible.


 


“Distribution Account”
means the account designated as such, established and owned by the Issuer and
maintained in accordance with Section 4.2.


 


“Early Amortization
Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2009-4 Early Amortization Event is
deemed to occur and ending on the Final Payment Date.


 


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


 


“Excess Collateral Amount”
means, at any time, the excess of (a) the sum of (i) the Collateral
Amount, and (ii) the Principal Accumulation Account Balance, over (b) the
Note Principal Balance.


 


“Excess Spread Percentage”
means, for any Monthly Period, a percentage equal to (a) the Portfolio
Yield for such Monthly Period, minus (b) the Base Rate for such
Monthly Period.


 


“Expected Principal
Payment Date” means the November 2014 Payment Date.


 


“Final Payment Date”
means the earliest to occur of (a) the date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the Series Maturity Date.


 


“Finance Charge Account”
means the account designated as such, established and owned by the Issuer and
maintained in accordance with Section 4.2.


 


“Finance Charge Shortfall”
is defined in Section 4.8.


 


“Group One”
means Series 2009-4 and each other outstanding Series previously or
hereafter specified in the related Indenture Supplement to be included in Group
One.


 


“Indenture” is
defined in the preamble.


 


“Indenture Trustee”
is defined in the preamble.


 


7
















 


“Initial Collateral Amount” means
$633,333,334, which equals the sum of (i) the Class A Note Initial
Principal Balance, (ii) the Class B Note Initial Principal Balance, (iii) the
Class C Note Initial Principal Balance and (iv) the Initial Excess
Collateral Amount.


 


“Initial Excess Collateral Amount” means
$30,083,334.


 


“Interest Period” means, for any Payment Date,
the period from and including the Payment Date immediately preceding such
Payment Date (or, in the case of the first Payment Date, from and including the
Closing Date) to but excluding such Payment Date.


 


“Investment Earnings” means, for any Payment
Date, all interest and earnings on Permitted Investments included in the Spread
Account (net of losses and investment expenses) during the period commencing on
and including the Payment Date immediately preceding such Payment Date and
ending on but excluding such Payment Date.


 


“Investor Charge-Offs” is defined in Section 4.6.


 


“Investor Default Amount” means, for any
Monthly Period, the sum for all Accounts that became Defaulted Accounts during
such Monthly Period, of the following amount: 
the product of (a) the Default Amount with respect to each such
Defaulted Account and (b) the Allocation Percentage on the day such
Account became a Defaulted Account.


 


“Investor Finance Charge Collections”
means, for any Monthly Period, an amount equal to the aggregate amount of
Finance Charge Collections retained or deposited in the Finance Charge Account
for Series 2009-4 pursuant to Section 4.3(b)(i) for
such Monthly Period.


 


“Investor Principal Collections” means, for
any Monthly Period, an amount equal to the aggregate amount of Principal
Collections retained or deposited in the Principal Account for Series 2009-4
pursuant to Section 4.3(b)(ii) for
such Monthly Period.


 


“Investor Uncovered Dilution Amount” means,
for any Monthly Period, an amount equal to the product of (a) the Series Allocation
Percentage for such Monthly Period (determined on a weighted average basis, if
a Reset Date occurs during that Monthly Period), and (b) the aggregate
Dilutions occurring during such Monthly Period as to which any deposit is
required to be made but has not been made, provided
that, if the Free Equity Amount is greater than zero at the time the deposit
referred to in clause (b) is
required to be made, the Investor Uncovered Dilution Amount shall be deemed to
be zero.


 


“Issuer” is defined in the preamble.


 


“Minimum Free Equity Percentage” means, for
purposes of Series 2009-4, 4%; provided that, at any time that GE Capital’s
long-term unsecured debt is rated Aa2 or lower by Moody’s or AA or lower by
S&P, the Minimum Free Equity Percentage shall be 7.0%.


 


“Monthly Interest” means, for any Payment
Date, the sum of the Class A Monthly Interest, the Class B Monthly
Interest and the Class C Monthly Interest for such Payment Date.


 


8

















 


“Monthly Period” means, as to the January 2010
Payment Date, the period beginning on the Closing Date and ending on December 21,
2009, and as to each Payment Date thereafter, 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 Principal” is defined in Section 4.1(d).


 


“Monthly Principal Reallocation Amount” means,
for any Monthly Period, an amount equal to the sum of:


 


(a)           the lesser of (i) the
Class A Required Amount and (ii) 25.00% of the Initial Collateral
Amount minus the sum of (x) the
amount of unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date) and (y) any
reductions to the Collateral Amount on account of reductions to the Required
Excess Collateral Amount, but not less than zero;


 


(b)           the lesser of (i) the
Class B Required Amount and (ii) 13.00% of the Initial Collateral
Amount minus the sum of (x) the
amount of unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date and as required in clause (a) above) and
(y) any reductions to the Collateral Amount on account of reductions to
the Required Excess Collateral Amount, but not less than zero; and


 


(c)           the lesser of (i) the
Class C Required Amount and (ii) 4.75% of the Initial Collateral
Amount minus the sum of (x) the
amount of unreimbursed Investor Charge-Offs after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections (as of the previous Payment Date and as required in clauses (a) and (b) above) and
(y) any reduction to the Collateral Amount on account of reductions to the
Required Excess Collateral Amount, but not less than zero.


 


“Note Principal Balance” means, on any date of
determination, an amount equal to the sum of the Class A Note Principal
Balance, the Class B Note Principal Balance and the Class C Note
Principal Balance.


 


“Noteholder Servicing Fee” means, for any
Transfer Date, an amount equal to one-twelfth of the product of (a) the Series Servicing
Fee Percentage and (b) the Collateral Amount as of the last day of the
Monthly Period preceding such Transfer Date; provided, however,
that with respect to the first Transfer Date, the Noteholder Servicing Fee
shall be calculated based on the Collateral Amount as of the Closing Date and
shall be prorated for the number of days in the first Monthly Period.


 


“Payment Date” means January 15, 2010 and
the 15th day of each calendar month thereafter, or if
such 15th day is not a Business Day, the next succeeding Business Day.


 


“Percentage Allocation” is defined in Section 4.3(b)(ii)(y).


 


9

















 


“Portfolio Yield” means, for any Monthly
Period, the annualized percentage equivalent of a fraction, (a) the
numerator of which is equal to the excess of (i) the Available Finance
Charge Collections (excluding any Excess Finance Charge Collections), over (ii) the
Investor Default Amount and the Investor Uncovered Dilution Amount for such
Monthly Period and (b) the denominator of which is the Collateral Amount
plus amounts on deposit in Principal Accumulation Account, each as of the close
of business on the last day of such Monthly Period.


 


“Principal Account” means the account
designated as such, established and owned by the Issuer and maintained in
accordance with Section 4.2.


 


“Principal Accumulation Account” means the
account designated as such, established and owned by the Issuer and maintained
in accordance with Section 4.2.


 


“Principal Accumulation Account Balance”
means, for any date of determination, the principal amount, if any, on deposit
in the Principal Accumulation Account on such date of determination.


 


“Principal Accumulation Investment Proceeds”
means, with respect to each Transfer Date, the investment earnings on funds in
the Principal Accumulation Account (net of investment expenses and losses) for
the period from and including the immediately preceding Transfer Date to but
excluding such Transfer Date.


 


“Principal Shortfall” is defined in Section 4.9.


 


“Quarterly Excess Spread Percentage” means (a) with
respect to the February 2010 Payment Date, the Excess Spread Percentage
for the Monthly Period relating to such Payment Date, (b) with respect to
the March 2010 Payment Date, the percentage equivalent of a fraction the
numerator of which is the sum of (i) the Excess Spread Percentage for the
Monthly Period relating to the February 2010 Payment Date and (ii) the
Excess Spread Percentage for the Monthly Period relating to the March 2010
Payment Date and the denominator of which is two, and (c) with respect to
the April 2010 Payment Date and each Payment Date thereafter, the
percentage equivalent of a fraction the numerator of which is the sum of the
Excess Spread Percentages determined with respect to the Monthly Periods
relating to such Payment Date and the immediately preceding two Payment Dates
and the denominator of which is three.


 


“Rating Agency” means each of Fitch and Moody’s.


 


“Rating Agency
Condition” means, with
respect to Series 2009-4 and any action, (i) that Moody’s shall have
notified the Issuer in writing that such action will not result in a reduction
or withdrawal of the rating, if any, of any outstanding Class with respect
to which Moody’s is a Rating Agency or (ii) with respect to any
outstanding Class with respect to which Fitch is a Rating Agency, 10 days’
prior written notice (or, if 10 days’ advance notice is impracticable, as much
advance notice as is practicable) to Fitch delivered electronically to
notifications.abs@fitchratings.com.


 


“Reallocated Principal Collections” means, for
any Transfer Date, Investor Principal Collections applied in accordance with Section 4.7  in
an amount not to exceed the Monthly Principal Reallocation Amount for the
related Monthly Period.


 


10

















 


“Reassignment
Amount” means, with respect to Series 2009-4, the Redemption Amount.


 


“Redemption Amount” means, for any Transfer
Date, after giving effect to any deposits and payments otherwise to be made on
the related Payment Date, the sum of (i) the Note Principal Balance on the
related Payment Date, (ii) Monthly Interest for the related Payment Date
and any Monthly Interest previously due but not distributed to the Series 2009-4
Noteholders and (iii) the amount of Additional Interest, if any, for the
related Payment Date and any Additional Interest previously due but not
distributed to the Series 2009-4 Noteholders on a prior Payment Date.


 


“Removal Date” means a “Removal Date” as such
term is defined in the Transfer Agreement.


 


“Required Excess Collateral Amount” means, at
any time, 4.75% of the Collateral Amount; provided that:


 


(a)           except as provided in clause (c), the Required Excess Collateral
Amount shall never be less than 3.00% of the Initial Collateral Amount;


 


(b)           except as provided in clause (c), the Required Excess Collateral
Amount shall not decrease during an Early Amortization Period; and


 


(c)           the Required Excess Collateral Amount
shall never be greater than the excess of the Note Principal Balance over the
balance on deposit in the Principal Accumulation Account.


 


“Required Reserve Account Amount” means, for
any Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the Note Principal Balance or (b) any other amount
designated by the Issuer; provided, however, that if such designation is of a
lesser amount, the Issuer shall (i) provide the Indenture Trustee with
evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver
to the Indenture Trustee a certificate of an Authorized Officer to the effect
that, based on the facts known to such officer at such time, in the reasonable
belief of the Issuer, such designation will not cause an Early Amortization
Event or an event that, after the giving of notice or the lapse of time, would
cause an Early Amortization Event to occur with respect to Series 2009-4.


 


“Required Spread Account Amount” means, for
the January 2010 Payment Date, zero, and for any Payment Date thereafter,
the product of (i) the Spread Account Percentage in effect on such date
and (ii) during (x) the Revolving Period, the Collateral Amount, and (y) during
the Controlled Accumulation Period or the Early Amortization Period, the
Collateral Amount as of the last day of the Revolving Period; provided
that, prior to the occurrence of an Event of Default and acceleration of the Series 2009-4
Notes the Required Spread Account Amount will never exceed the Class C
Note Principal Balance (after taking into account any payments to be made on
such Payment Date).


 


“Reserve Account” means the account designated
as such, established and owned by the Issuer and maintained in accordance with Section 4.2.


 


11

















 


“Reserve Account Funding Date” means the
Payment Date selected by the Servicer on behalf of the Issuer which occurs not
later than the earliest of the Payment Date with respect to the Monthly Period
which commences three months prior to the commencement of the Controlled
Accumulation Period (which commencement shall be subject to postponement
pursuant to Section 4.14); provided, however,
if the Rating Agency Condition is satisfied, the Issuer may postpone the
Reserve Account Funding Date.


 


“Reserve Account Surplus” means, as of any
Transfer Date following the Reserve Account Funding Date, the amount, if any,
by which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.


 


“Reserve Draw Amount” means, with respect to
each Transfer Date relating to the Controlled Accumulation Period or the first
Transfer Date relating to the Early Amortization Period, the amount, if any, by
which the Principal Accumulation Investment Proceeds for such Payment Date are
less than the Covered Amount determined as of such Transfer Date.


 


“Reset Date” means:


 


(a)           each Addition Date;


 


(b)           each Removal Date on which, if any Series of
Notes has been paid in full, Principal Receivables for that Series are
removed from the Trust;


 


(c)           each date on which there is an
increase in the outstanding balance of any Variable Interest; and


 


(d)           each date on which a new Series or
Class of Notes is issued.


 


“Revolving Period” means the period beginning
on the Closing Date and ending at the close of business on the day immediately
preceding the earlier of the day the Controlled Accumulation Period commences
or the day the Early Amortization Period commences.


 


“Series Accounts”
means, collectively, the Finance Charge Account, the Principal Account, the
Principal Accumulation Account, the Distribution Account, the Reserve Account
and the Spread Account.


 


“Series Allocation Percentage” means,
with respect to any Monthly Period, the percentage equivalent of a fraction,
the numerator of which is the numerator used in determining the Allocation
Percentage for Finance Charge Collections for that Monthly Period and the
denominator of which is the sum of the numerators used in determining the
Allocation Percentage for Finance Charge Collections for all outstanding Series on
such date of determination; provided
that if one or more Reset Dates occur in a Monthly Period, the Series Allocation
Percentage for the portion of the Monthly Period falling on and after each such
Reset Date and prior to any subsequent Reset Date will be determined using a
denominator which is equal to the sum of the numerators used in determining the
Allocation Percentage for Finance Charge Collections for all outstanding Series as
of the close of business on the subject Reset Date.


 


12

















 


“Series Maturity Date” means, with
respect to Series 2009-4, the November 2017 Payment Date.


 


“Series Servicing Fee Percentage” means
2% per annum.


 


“Series 2009-4” means the Series of
Notes the terms of which are specified in this Indenture Supplement.


 


“Series 2009-4 Early Amortization Event”
is defined in Section 6.1.


 


“Series 2009-4 Excess Finance Charge
Collections” means Excess Finance Charge Collections allocated from other Series in
Group One to Series 2009-4 pursuant to Section 8.6 of the
Indenture.


 


“Series 2009-4 Note” means a Class A
Note, a Class B Note or a Class C Note.


 


“Series 2009-4 Noteholder” means a Class A
Noteholder, a Class B Noteholder or a Class C Noteholder.


 


“Similar Law”
means any applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code.


 


“Spread Account” means the account designated
as such, established and owned by the Issuer and maintained in accordance with Section 4.2.


 


“Spread Account Deficiency” means the excess,
if any, of the Required Spread Account Amount over the Available Spread Account
Amount.


 


“Spread Account Percentage” means, (i) 0%
if the Quarterly Excess Spread Percentage on such Payment Date is greater than
or equal to 5.00%, (ii) 2.00% if the Quarterly Excess Spread Percentage on
such Payment Date is less than 5.00% and greater than or equal to 4.50%, (iii) 2.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
4.50% and greater than or equal 4.00%, (iv) 3.50% if the Quarterly Excess
Spread Percentage on such Payment Date is less than 4.00% and greater than or
equal to 3.50%, (v) 4.50% if the Quarterly Excess Spread Percentage on
such Payment Date is less than 3.50% and greater than or equal to 3.00%, (vi) 5.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
3.00% and greater than or equal to 2.50%, (vii) 6.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 2.50% and greater
than or equal to 1.50%, (viii) 7.50% if the Quarterly Excess Spread
Percentage on such Payment Date is less than 1.50% and greater than or equal to
0.50% and (ix) 8.50% if the Quarterly Excess Spread Percentage on such
Payment Date is less than 0.50%.


 


“Surplus Collateral Amount” means, with
respect to any Payment Date, the excess, if any, of the Excess Collateral
Amount over the Required Excess Collateral Amount, in each case calculated
after giving effect to any deposits into the Principal Accumulation Account and
payments of principal on such Payment Date, but before giving effect to any
reduction in the Collateral Amount on such Payment Date pursuant to Section 4.4(c)(iii).


 


13

















 


“Target Amount” is defined in Section 4.3(b)(i).


 


“Trust” is defined in the preamble.


 


SECTION 1.2.  Incorporation
of Terms.  The terms of the Indenture
are incorporated in this Supplement as if set forth in full herein. As
supplemented by this Supplement, the Indenture is in all respects ratified and
confirmed and both together shall be read, taken and construed as one and the
same agreement. If the terms of this Supplement and the terms of the Indenture
conflict, the terms of this Supplement shall control with respect to the Series 2009-4.


 


ARTICLE II

CREATION OF THE SERIES 2009-4 NOTES


 


SECTION 2.1.  Designation.


 


(a)           There
is hereby created and designated a Series of Notes to be issued pursuant
to the Indenture and this Indenture Supplement to be known as “GE Capital Credit Card Master Note Trust, Series 2009-4”
or the “Series 2009-4 Notes.”  The Series 2009-4 Notes shall be issued
in three Classes, known as the “Class A Series 2009-4
3.80% Asset Backed Notes,” the “Class B
Series 2009-4 5.39% Asset Backed Notes,” and the “Class C Series 2009-4 7.82% Asset Backed Notes.”


 


(b)           Series 2009-4
shall be included in Group One and shall be a Principal Sharing Series.  Series 2009-4 shall be an Excess
Allocation Series with respect to Group One only.  Series 2009-4 shall not be subordinated
to any other Series.


 


(c)           The
Class A Notes shall be issued in minimum denominations of $100,000 and in
integral multiples of $1,000 and the Class B Notes and the Class C
Notes shall be issued in minimum denominations of $100,000 and in integral
multiples of $1.


 


SECTION 2.2.  Transfer
Restrictions.


 


(a)           Neither
the Class B Notes nor the Class C Notes have been registered under
the Securities Act or any state securities law. 
None of the Issuer, the Note Registrar or the Indenture Trustee is
obligated to register the Class B Notes or the Class C Notes under
the Securities Act or any other securities or “blue sky” laws or to take any
other action not otherwise required under this Indenture Supplement or the
Trust Agreement to permit the transfer of any Class B Note or Class C
Note without registration.


 


(b)           Until
such time as any such Class of Notes has been registered under the
Securities Act and any applicable state securities law, the Class B Notes
and the Class C Notes may not be sold, transferred, assigned,
participated, pledged or otherwise disposed of (any such act, a “Class B
Note Transfer” and a “Class C Note Transfer,” respectively) to any Person
except in accordance with the provisions of this Section 2.2, and
any attempted Class B Note Transfer or Class C Note Transfer in
violation of this Section 2.2 will be null and void.


 


14

















 


(c)           Each
Class B Note and Class C Note will bear a legend to the effect of the
following unless determined otherwise by the Administrator (as certified to the
Indenture Trustee in an Officer’s Certificate) consistent with applicable law:


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS
NOTE:


 


(1)   AGREES FOR THE
BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE SOLD,
TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND


 


(2)   AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


(d)           By
acceptance of any Class B Note or Class C Note, the Class B
Noteholder and the Class C Noteholder, respectively, specifically agrees
with and represents to the Transferor, the Issuer and the Note Registrar, that
no Class B Note Transfer or Class C Note Transfer, as applicable,
will be made unless (i) the registration requirements of the Securities
Act and any applicable state securities laws have been complied with, (ii) such
Class B Note Transfer or Class C Note Transfer, as applicable, is to
the Transferor or its Affiliates, or (iii) such Class B Note Transfer
or Class C Note Transfer, as applicable, is exempt from the registration
requirements under the Securities Act because such Class B Note Transfer
or Class C Note Transfer, as applicable, is in compliance with Rule 144A
under the Securities Act, to a transferee who the transferor reasonably
believes is a “Qualified Institutional Buyer” (as defined in the Securities
Act) that is purchasing for its own account or for the account of a Qualified
Institutional Buyer and to whom notice is given that such Class B Note
Transfer or Class C Note Transfer, as applicable, is being made in
reliance upon Rule 144A under the Securities Act.


 


15

















 


(e)           The
Transferor will make available to the prospective transferor and transferee of
a Class B Note or Class C Note information requested to satisfy the
requirements of paragraph (d)(4) of Rule 144A.


 


(f)            Each
Class A Note, Class B Note and Class C Note will bear a legend
to the effect of the following unless determined otherwise by the Administrator
(as certified to the Indenture Trustee in an Officer’s Certificate) consistent
with applicable law:


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF
THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING
THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT
IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT
TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS
ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE
OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT
TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS
NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


ARTICLE
III


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


SECTION 3.1.  Representations,
Warranties and Covenants with respect to Receivables.   The parties hereto agree that the
representations, warranties and covenants set forth in Schedule I shall
be a part of this Indenture Supplement for all purposes.


 


SECTION 3.2.  Representations,
Warranties and Covenants with respect to ERISA.  By acquiring a Series 2009-4 Note, each
purchaser and transferee shall be deemed to represent and warrant that either (i) it
is not (and for so long as it holds such Series 2009-4 Note will not be),
is not acting on behalf of (and for so long as it holds such Series 2009-4
Note will not be acting on behalf of), and is not investing the assets of a
Benefit Plan or (ii) its acquisition, continued holding and disposition of
such Series 2009-4 Note will not result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code or a violation of any
Similar Law.


 


16

















 


ARTICLE IV

RIGHTS OF SERIES 2009-4 NOTEHOLDERS AND ALLOCATION
AND 

APPLICATION OF COLLECTIONS


 


SECTION 4.1.  Determination
of Interest and Principal.


 


(a)           The
amount of monthly interest (“Class A Monthly
Interest”) due and payable with respect to the Class A Notes on
any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30 and the denominator of which is 360, (ii) the
Class A Note Interest Rate in effect with respect to the related Interest
Period and (iii) the Class A Note Principal Balance as of the close
of business on the last day of the preceding Monthly Period (or, with respect
to the initial Payment Date, the Class A Note Initial Principal Balance); provided
that the Class A Monthly Interest for the January 2010 Payment Date
shall equal $2,557,083.33.


 


With respect to
each Payment Date, the Issuer shall determine the excess, if any (the “Class A Deficiency Amount”), of (x) the
aggregate amount of Class A Monthly Interest payable pursuant to this Section 4.1(a) as
of the prior Payment Date over (y) the
amount of Class A Monthly Interest actually paid on such Payment
Date.  If the Class A Deficiency
Amount for any Payment Date is greater than zero, on each subsequent Payment
Date until such Class A Deficiency Amount is fully paid, an additional
amount (“Class A Additional Interest”)
equal to the product of (i) a fraction, the numerator of which is 30 and
the denominator of which is 360, (ii) the Class A Note Interest Rate
in effect with respect to the related Interest Period plus 2% per annum and (iii) such Class A
Deficiency Amount (or the portion thereof which has not been paid to the Class A
Noteholders) shall be payable as provided herein with respect to the Class A
Notes.  Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Noteholders only to the extent permitted by
applicable law.


 


(b)           The
amount of monthly interest (“Class B Monthly
Interest”) due and payable with respect to the Class B Notes on
any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30 and the denominator of which is 360, (ii) the
Class B Note Interest Rate and (iii) the Class B Note Principal
Balance as of the close of business on the last day of the preceding Monthly
Period (or, with respect to the initial Payment Date, the Class B Note
Initial Principal Balance); provided that the Class B Monthly
Interest for the January 2010 Payment Date shall equal $580,323.33.


 


With respect to
each Payment Date, the Issuer shall determine the excess, if any (the “Class B Deficiency Amount”), of (x) the
aggregate amount of Class B Monthly Interest payable pursuant to this Section 4.1(b) as
of the prior Payment Date over (y) the
amount of Class B Monthly Interest actually paid on such Payment
Date.  If the Class B Deficiency
Amount for any Payment Date is greater than zero, on each subsequent Payment
Date until such Class B Deficiency Amount is fully paid, an additional
amount (“Class B Additional Interest”)
equal to the product of (i) a fraction, the numerator of which is 30 and
the denominator of which is 360, (ii) the Class B Note Interest Rate plus 2% per annum and (iii) such Class B
Deficiency Amount (or the portion thereof which has not been paid to the Class B
Noteholders) shall be payable as provided herein with respect to the Class B
Notes.  Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Noteholders only to the extent permitted by
applicable law.


 


17
















 


(c)           The amount of monthly interest (“Class C Monthly Interest”) due and
payable with respect to the Class C Notes on any Payment Date shall be an
amount equal to the product of (i) a fraction, the numerator of which is
30 and the denominator of which is 360, (ii) the Class C Interest
Rate and (iii) the Class C Note Principal Balance as of the close of
business on the last day of the preceding Monthly Period (or, with respect to
the initial Payment Date, the Class C Note Initial Principal Balance); provided
that the Class C Monthly Interest for the January 2010  Payment Date shall equal $578,842.92.


 


With respect to each Payment Date, the Issuer shall
determine the excess, if any (the “Class C
Deficiency Amount”), of (x) the aggregate amount of Class C
Monthly Interest payable pursuant to this Section 4.1(c) as of
the prior Payment Date over (y) the
amount of Class C Monthly Interest actually paid on such Payment
Date.  If the Class C Deficiency
Amount for any Payment Date is greater than zero, on each subsequent Payment
Date until such Class C Deficiency Amount is fully paid, an additional
amount (“Class C Additional Interest”)
equal to the product of (i) a fraction, the numerator of which is 30 and
the denominator of which is 360, (ii) the
Class C Note Interest Rate plus 2%
per annum and (iii) such Class C Deficiency Amount (or the portion
thereof which has not been paid to the Class C Noteholders) shall be
payable as provided herein with respect to the Class C Notes.  Notwithstanding anything to the contrary
herein, Class C Additional Interest shall be payable or distributed to the
Class C Noteholders only to the extent permitted by applicable law.


 


(d)           The amount of monthly principal to be
transferred from the Principal Account with respect to the Notes on each
Payment Date (the “Monthly Principal”),
beginning with the Payment Date in the Monthly Period following the Monthly
Period in which the Controlled Accumulation Period or, if earlier, the Early
Amortization Period, begins, shall be equal to the least of (i) the
Available Principal Collections on deposit in the Principal Account with
respect to the related Monthly Period, (ii) for each Payment Date with
respect to the Controlled Accumulation Period, the Controlled Deposit Amount
for such Payment Date, (iii) the Collateral Amount (after taking into
account any adjustments to be made on such Payment Date pursuant to Sections 4.6 and 4.7)
prior to any deposit into the Principal Accumulation Account on such Payment
Date, and (iv) the Note Principal Balance, minus any amount already on
deposit in the Principal Accumulation Account on such Payment Date.


 


SECTION 4.2.  Establishment of Accounts.


 


(a)           As of the Closing Date, the Issuer
covenants to have established and shall thereafter maintain the Finance Charge
Account, the Principal Account, the Principal Accumulation Account, the
Distribution Account, the Reserve Account and the Spread Account, each of which
shall be an Eligible Deposit Account.


 


(b)           If the depositary institution wishes
to resign as depositary of any of the Series Accounts for any reason or
fails to carry out the instructions of the Issuer for any reason, then the
Issuer shall promptly notify the Indenture Trustee on behalf of the
Noteholders.


 


(c)           On or before the Closing Date, the
Issuer shall enter into a depositary agreement to govern the Series Accounts
pursuant to which such accounts are continuously identified in the depositary
institution’s books and records as subject to a security interest in favor of
the 


 


18

















 


Indenture Trustee on behalf of the Noteholders and,
except as may be expressly provided herein to the contrary, in order to perfect
the security interest of the Indenture Trustee on behalf of the Noteholders
under the UCC, the Indenture Trustee on behalf of the Noteholders shall have
the power to direct disposition of the funds in the Series Accounts
without further consent by the Issuer; provided  however, that
prior to the delivery by the Indenture Trustee on behalf of the Noteholders of
notice otherwise, the Issuer shall have the right to direct the disposition of
funds in the Series Accounts; provided  further that the
Indenture Trustee on behalf of the Noteholders agrees that it will not deliver
such notice or exercise its power to direct disposition of the funds in the Series Accounts
unless an Event of Default has occurred and is continuing.


 


(d)           The Issuer shall not close any of the
Series Accounts unless it shall have (i) received the prior consent
of the Indenture Trustee on behalf of the Noteholders, (ii) established a
new Eligible Deposit Account with the depositary institution or with a new
depositary institution satisfactory to the Indenture Trustee on behalf of the
Noteholders, (iii) entered into a depositary agreement to govern such new
account(s) with such new depositary institution which agreement is
satisfactory in all respects to the Indenture Trustee on behalf of the
Noteholders (whereupon such new account(s) shall become the applicable Series Account(s) for
all purposes of this Indenture Supplement), and (iv) taken all such action
as the Indenture Trustee on behalf of the Noteholders shall reasonably require
to grant and perfect a first priority security interest in such account(s) under
this Indenture Supplement.


 


SECTION 4.3.  Calculations and Series Allocations.


 


(a)           Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 2009-4
pursuant to Article VIII of the
Indenture shall be allocated and distributed as set forth in this Article.  Notwithstanding anything to the contrary in Section 4.3(b),
during any period when the Issuer is permitted by Section 8.4
of the Indenture to make a single monthly deposit to the Collection Account,
amounts allocated to the Noteholders pursuant to Section 4.3(b) with
respect to any Monthly Period need not be deposited into the Collection Account
or any Series Account prior to the related Payment Date, and, when so
deposited, (x) may be deposited net of any amounts required to be distributed
to Transferor and, if the Originator is Servicer, any amounts owed to the
Servicer, and (y) shall be deposited into the Finance Charge Account (in
the case of Collections of Finance Charge Receivables) and the Principal
Account (in the case of Collections of Principal Receivables (not including any
Shared Principal Collections allocated to Series 2009-4 pursuant to Section 8.5 of the Indenture)).


 


(b)           Allocations to the Series 2009-4
Noteholders.  The Issuer shall on
each Date of Processing, allocate to the Series 2009-4 Noteholders the
following amounts as set forth below:


 


(i)            Allocations
of Finance Charge Collections. 
The Issuer shall allocate to the Series 2009-4 Noteholders an
amount equal to the product of (A) the Allocation Percentage and (B) the
aggregate Finance Charge Collections processed on such Date of Processing and,
subject to Section 4.15, shall deposit such amount into the Finance
Charge Account; provided that, with
respect to each Monthly Period falling in the Revolving Period (and with
respect to that portion of each Monthly Period in the Controlled Accumulation
Period falling on or after the day on which Collections of Principal
Receivables equal to the related Controlled Deposit Amount have been 


 


19

















 


allocated pursuant to Section 4.3(b)(ii) and
deposited pursuant to Section 4.3(a)),
Collections of Finance Charge Receivables shall be transferred into the Finance
Charge Account only until such time as the aggregate amount so deposited equals
the sum (the “Target Amount”) of (A) the
fees payable to the Indenture Trustee, the Trustee and the Administrator on the
related Payment Date, (B) the Monthly Interest on the related Payment
Date, (C) if the Originator is not the Servicer, the Noteholder Servicing
Fee (and if the Originator is the Servicer, then the Issuer covenants to pay
directly to the Servicer as payment of the Noteholder Servicing Fee amounts
that otherwise would have been transferred into the Finance Charge Account
pursuant to this clause (C)), and (D) any
amount required to be deposited in the Reserve Account and the Spread Account
on the related Transfer Date; provided  further, that, notwithstanding the preceding
proviso, if on any Business Day the Issuer determines that the Target Amount
for a Monthly Period exceeds the Target Amount for that Monthly Period as
previously calculated by Issuer, then (x) Issuer shall (on the same
Business Day) inform Transferor of such determination, and (y) within two
Business Days thereafter cause Transferor to deposit into the Finance Charge
Account funds in an amount equal to the amount of Collections of Finance Charge
Receivables allocated to the Noteholders for that Monthly Period but not
deposited into the Finance Charge Account due to the operation of the preceding
proviso (but not in excess of the amount required so that the aggregate amount
deposited for the subject Monthly Period equals the Target Amount);  and provided,
further, if on any Transfer Date the
Free Equity Amount is less than the Minimum Free Equity Amount after giving
effect to all transfers and deposits on that Transfer Date, the Issuer shall
cause Transferor, on that Transfer Date, to deposit into the Principal Account
funds in an amount equal to the amounts of Available Finance Charge Collections
that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and
(vii) but are
not available from funds in the Finance Charge Account as a result of the
operation of the second preceding proviso.


 


With respect to any Monthly Period when deposits of
Collections of Finance Charge Receivables into the Finance Charge Account are
limited to deposits up to the Target Amount in accordance with clause (i) above,
notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be
calculated as if the full amount of Finance Charge Collections allocated to the
Noteholders during that Monthly Period had been deposited in the Finance Charge
Account and applied on the related Payment Date in accordance with Section 4.4(a); and (2) Collections
of Finance Charge Receivables released to Transferor pursuant to clause (i) above
shall be deemed, for purposes of all calculations under this Indenture
Supplement, to have been applied to the items specified in Section 4.4(a) to which
such amounts would have been applied (and in the priority in which they would
have been applied) had such amounts been available in the Finance Charge
Account on the related Payment Date.  To
avoid doubt, the calculations referred to in the preceding clause (2) include
the calculations required by clause (b)(iv) of
the definition of Collateral Amount.


 


(ii)           Allocations
of Principal Collections.  The
Issuer shall allocate to the Series 2009-4 Noteholders the following
amounts as set forth below:


 


20

















 


(x)            Allocations During the Revolving Period.


 


(1)           During
the Revolving Period an amount equal to the product of the Allocation
Percentage and the aggregate amount of Principal Collections processed on such
Date of Processing, shall be allocated to the Series 2009-4 Noteholders
and first, if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, retained in the Principal Account
for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Payment Date, second
deposited in the Excess Funding Account to the extent necessary so that the
Free Equity Amount is not less than the Minimum Free Equity Amount and third
paid to the holders of the Transferor Interest.


 


(2)           With
respect to each Monthly Period falling in the Revolving Period, to the extent
that Collections of Principal Receivables allocated to the Series 2009-4
Noteholders pursuant to this Section 4.3(b)(ii) are
paid to Transferor, the Issuer shall cause Transferor to make an amount equal
to the Reallocated Principal Collections for the related Transfer Date
available on that Transfer Date for application in accordance with Section  4.7.


 


(y)           Allocations During the Controlled Accumulation Period.  During the Controlled Accumulation Period an
amount equal to the product of  the
Allocation Percentage and the aggregate amount of Principal Collections processed
on such Date of Processing (the product for any such date is hereinafter
referred to as a “Percentage Allocation”)
shall be allocated to the Series 2009-4 Noteholders and transferred to the
Principal Account until applied as provided herein; provided,
however, that if the sum of such Percentage Allocation and all
preceding Percentage Allocations with respect to the same Monthly Period
exceeds the Controlled Deposit Amount during the Controlled Accumulation Period
for the related Payment Date, then such excess shall not be treated as a
Percentage Allocation and shall be first, if any other Principal Sharing Series is
outstanding and in its accumulation period or amortization period, retained in
the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related
Payment Date, second deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount is not less than the Minimum Free
Equity Amount and third paid to the holders of the Transferor Interest.


 


(z)            Allocations During the Early Amortization Period.  During the Early Amortization Period, an
amount equal to the product of  the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing shall be allocated to the 2009-4
Noteholders and transferred to the Principal Account until applied as 


 


21

















 


provided herein; provided,
however, that after the date on which
an amount of such Principal Collections equal to the Note Principal Balance has
been deposited into the Principal Account such amount shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation
period or amortization period, retained in the Principal Account for
application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount and third paid to the
holders of the Transferor Interest.


 


SECTION 4.4.  Application of Available Finance Charge
Collections and Available Principal Collections.  On each Transfer Date or related Payment
Date, as applicable, the Issuer shall withdraw, to the extent of available
funds, the amount required to be withdrawn from the Finance Charge Account, the
Principal Accumulation Account, the Principal Account and the Distribution Account
as follows:


 


(a)           On each Payment Date, an amount equal
to the Available Finance Charge Collections with respect to the related Payment
Date will be paid or deposited in the following priority:


 


(i)            to pay, on a pari passu basis, the
following amounts, to the extent allocated to Series 2009-4 pursuant to Section 8.4(d) of
the Indenture: (A) the payment to the Indenture Trustee of the accrued and
unpaid fees and other amounts owed to the Indenture Trustee up to a maximum
amount of $25,000 for each calendar year, (B) the payment to the Trustee
of the accrued and unpaid fees and other amounts owed to the Trustee up to a
maximum amount of $25,000 for each calendar year and (C) the payment to
the Administrator of the accrued and unpaid fees and other amounts owed to the
Administrator up to a maximum amount of $25,000 for each calendar year;


 


(ii)           an amount equal to the Noteholder
Servicing Fee for such Transfer Date, plus
the amount of any Noteholder Servicing Fee previously due but not paid by the
Issuer on a prior Transfer Date, shall be paid to the Servicer;


 


(iii)          an amount equal to Class A
Monthly Interest for such Payment Date, plus
any Class A Deficiency Amount, plus
the amount of any Class A Additional Interest for such Payment Date, plus the amount of any Class A
Additional Interest previously due but not paid to Class A Noteholders on
a prior Payment Date, shall be deposited into the Distribution Account;


 


(iv)          an amount equal to Class B
Monthly Interest for such Payment Date, plus
any Class B Deficiency Amount, plus
the amount of any Class B Additional Interest for such Payment Date, plus the amount of any Class B
Additional Interest previously due but not paid to Class B Noteholders on
a prior Payment Date, shall be deposited into the Distribution Account;


 


22

















 


(v)           an amount equal to Class C
Monthly Interest for such Payment Date, plus
any Class C Deficiency Amount, plus
the amount of any Class C Additional Interest for such Payment Date, plus the amount of any Class C
Additional Interest previously due but not paid to the Class C Noteholders
on a prior Payment Date shall be deposited into the Distribution Account;


 


(vi)          (A) first, an amount equal
to the Investor Default Amount for such Payment Date shall be treated as a
portion of Available Principal Collections for such Payment Date and (B) second,
an amount equal to any Investor Uncovered Dilution Amount for such Payment Date
shall be treated as a portion of Available Principal Collections for such
Payment Date, and any amounts treated as Available Principal Collections
pursuant to subclause (A) or (B) of this clause (vi) during
the Controlled Accumulation Period or the Early Amortization Period, shall be
deposited into the Principal Account on the related Payment Date;


 


(vii)         an amount equal to the sum of the
aggregate amount of Investor Charge-Offs and the amount of Reallocated
Principal Collections which have not been previously reimbursed pursuant to
this Section 4.4(a)(vii) shall
be treated as a portion of Available Principal Collections for such Payment
Date and during the Controlled Accumulation Period or Early Amortization Period
shall be deposited into the Principal Account on the related Payment Date;


 


(viii)        on each Transfer Date from and after the
Reserve Account Funding Date, but prior to the date on which the Reserve
Account terminates as described in Section 4.10(e),
an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;


 


(ix)           an amount equal to the amounts
required to be deposited in the Spread Account pursuant to Section 4.11(e) shall
be deposited into the Spread Account;


 


(x)            without duplication of the amount
specified in clause (vi)(B) of this Section 4.4(a), an
amount equal to the Series Allocation Percentage (calculated by excluding
all outstanding Series of Notes excluded from this calculation pursuant to
the terms of the Indenture Supplement for such Series) of the excess, if any,
of the Minimum Free Equity Amount over the Free Equity Amount, shall be treated
as a portion of Available Principal Collections for such Payment Date and,
during the Controlled Accumulation Period or the Early Amortization Period,
deposited into the Principal Account on the related Payment Date;


 


(xi)           [Reserved];


 


(xii)          unless an Early Amortization Event
shall have occurred and be continuing, on a pari passu basis any amounts owed
to such Persons listed in clause (i) above that have been allocated
to Series 2009-4 pursuant to Section 8.4(d) of the
Indenture and that have not been paid pursuant to clause (i) above
shall be paid to such Persons; and


 


23

















 


(xiii)         the balance, if any, will constitute a
portion of Excess Finance Charge Collections for such Payment Date and will be
applied in accordance with Section 8.6 of the Indenture; provided
that during an Early Amortization Period, if any such Excess Finance Charge
Collections would be paid to the Transferor in accordance with Section 8.6
of the Indenture, the portion of such Excess Finance Charge Collections that
would otherwise be payable to the Transferor, first shall be used to pay
Monthly Principal pursuant to Section 4.4(c) to the extent not
paid in full from Available Principal Collections (calculated without regard to
amounts available to be treated as Available Principal Collections pursuant to
this clause (xiii)), second, shall be used to pay on a pari passu
basis any amounts owed to such Persons listed in clause (i) above
that have been allocated to Series 2009-4 pursuant to Section 8.4(d) of
the Indenture and that have not been paid pursuant to clauses (i) and
(xii) above, and, third, any amounts remaining after payment in
full of the Monthly Principal and amounts owed to such Persons listed in clause
(i) above shall be paid to the Issuer.


 


(b)           On each Transfer Date with respect to
the Revolving Period, an amount equal to the Available Principal Collections
for the related Monthly Period shall be treated as Shared Principal Collections
and applied in accordance with Section 8.5
of the Indenture.


 


(c)           On each Transfer Date or Payment
Date, as applicable, with respect to the Controlled Accumulation Period or the
Early Amortization Period, an amount equal to the Available Principal
Collections for the related Monthly Period shall be paid or deposited in the
following order of priority:


 


(i)            during the Controlled Accumulation
Period, an amount equal to the Monthly Principal for each Transfer Date shall
be deposited into the Principal Accumulation Account on the related Payment
Date;


 


(ii)           during the Early Amortization Period,
an amount equal to the Monthly Principal for each Transfer Date shall be
deposited into the Distribution Account on the related Payment Date and on such
Payment Date shall be paid, first to the Class A Noteholders on the
related Payment Date until the Class A Note Principal Balance has been
paid in full; second to the Class B Noteholders until the Class B
Note Principal Balance has been paid in full; and third to the Class C
Noteholders until the Class C Note Principal Balance has been paid in
full; and


 


(iii)          in the case of each of the Controlled
Accumulation Period and the Early Amortization Period, the balance of such
Available Principal Collections remaining after application in accordance with clauses
(i) and (ii) above shall be treated as Shared Principal
Collections and applied in accordance with Section 8.5 of the
Indenture.  As of any Payment Date during
the Controlled Accumulation Period or Early Amortization Period on which
Available Principal Collections are treated as Shared Principal Collections,
the Collateral Amount shall be reduced by an amount equal to the lesser of (x) the
amount of Available Principal Collections applied as Shared Principal
Collections and (y) the Surplus Collateral Amount.


 


24

















 


(d)           On each Payment Date, the Issuer
shall pay in accordance with Section 4.5 to the Class A
Noteholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to Section 4.4(a)(iii) on such
Payment Date, to the Class B Noteholders from the Distribution Account,
the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv) on
such Payment Date and to the Class C Noteholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(v) on
such Payment Date.


 


(e)           On the earlier to occur of (i) the
first Payment Date with respect to the Early Amortization Period and (ii) the
Expected Principal Payment Date, the Issuer shall withdraw from the Principal
Accumulation Account and deposit into the Distribution Account the amount
deposited into the Principal Accumulation Account pursuant to Section 4.4(c)(i) and
on such Payment Date shall pay such amount first
to the Class A Noteholders, until the Class A Note Principal Balance
is paid in full; second to the Class B
Noteholders until the Class B Principal Balance is paid in full; and third to the Class C Noteholders until
the Class C Note Principal Balance is paid in full.


 


SECTION 4.5.  Distributions.


 


(a)           On each Payment Date, the Issuer
shall pay to each Class A Noteholder of record on the related Record Date
such Class A Noteholder’s pro  rata share of the amounts on
deposit in the Distribution Account that are allocated and available on such
Payment Date and as are payable to the Class A Noteholders pursuant to
this Indenture Supplement.


 


(b)           On each Payment Date, the Issuer
shall pay to each Class B Noteholder of record on the related Record Date
such Class B Noteholder’s pro  rata share of the amounts on
deposit in the Distribution Account that are allocated and available on such
Payment Date and as are payable to the Class B Noteholders pursuant to
this Indenture Supplement.


 


(c)           On each Payment Date, the Issuer
shall pay to each Class C Noteholder of record on the related Record Date
such Class C Noteholder’s pro  rata share of the amounts on
deposit in the Distribution Account (including amounts withdrawn from the
Spread Account (at the times and in the amounts specified in Section 4.11))
that are allocated and available on such Payment Date and as are payable to the
Class C Noteholders pursuant to this Indenture Supplement.


 


(d)           The payments to be made pursuant to
this Section 4.5 are subject to the provisions of Section 7.1
of this Indenture Supplement.


 


(e)           All payments to Noteholders hereunder
shall be made by (i) check mailed to each Series 2009-4 Noteholder
(at such Noteholder’s address as it appears in the Note Register), except that
for any Series 2009-4 Notes registered in the name of the nominee of a
Clearing Agency, such payment shall be made by wire transfer of immediately
available funds and (ii) except as provided in Section 2.7(b) of
the Indenture, without presentation or surrender of any Series 2009-4 Note
or the making of any notation thereon.


 


SECTION 4.6.  Investor Charge-Offs.  On each Determination Date, the Issuer shall
calculate the Investor Default Amount and any Investor Uncovered Dilution
Amount for the preceding Monthly Period. 
If, on any Transfer Date, the sum of the Investor Default Amount 


 


25

















 


and any Investor Uncovered Dilution Amount for the preceding Monthly
Period exceeds the amount of Available Finance Charge Collections allocated
with respect thereto pursuant to Section 4.4(a)(vi) with
respect to such Transfer Date, the Collateral Amount will be reduced (but not
below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).


 


SECTION 4.7.  Reallocated Principal Collections.  On each Transfer Date, the Issuer shall apply
Reallocated Principal Collections with respect to that Transfer Date, to fund
any deficiency pursuant to and in the priority set forth in Sections 4.4(a)(i), (ii), (iii),
(iv) and (v). 
On each Transfer Date, the Collateral Amount shall be reduced by the
amount of Reallocated Principal Collections for such Transfer Date.


 


SECTION 4.8.  Excess Finance Charge Collections.  Series 2009-4 shall be an Excess
Allocation Series with respect to Group One only.  Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One for any Transfer Date will be allocated to Series 2009-4
in an amount equal to the product of (x) the aggregate amount of Excess
Finance Charge Collections with respect to all the Excess Allocation Series in
Group One for such Payment Date and (y) a fraction, the numerator of which
is the Finance Charge Shortfall for Series 2009-4 for such Payment Date
and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all the Excess Allocation Series in Group One for such
Payment Date.  The “Finance Charge Shortfall” for Series 2009-4
for any Payment Date will be equal to the excess, if any, of (a) the full
amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (xii) on such Payment Date over (b) the Available Finance Charge
Collections with respect to such Payment Date (excluding any portion thereof
attributable to Excess Finance Charge Collections).


 


SECTION 4.9.  Shared Principal Collections.  Subject to Section 8.5
of the Indenture, Shared Principal Collections allocable to Series 2009-4
on any Transfer Date will be equal to the product of (x) the aggregate
amount of Shared Principal Collections with respect to all Principal Sharing Series for
such Transfer Date and (y) a fraction, the numerator of which is the
Principal Shortfall for Series 2009-4 for such Transfer Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
the Series which are Principal Sharing Series for such Transfer
Date.  The “Principal
Shortfall” for Series 2009-4 will be equal to (a) for any
Transfer Date with respect to the Revolving Period or any Transfer Date during
the Early Amortization Period prior to the Transfer Date relating to the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, zero, (b) for
any Transfer Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount with respect to such Transfer
Date over the amount of Available
Principal Collections for such Transfer Date (excluding any portion thereof
attributable to Shared Principal Collections or amounts available to be treated
as Available Principal Collections pursuant to clause (xiii) of Section 4.4(a))
and (c) for any Transfer Date relating to any Payment Date on or after the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, the
Note Principal Balance.


 


SECTION 4.10.  Reserve Account.


 


(a)           On each Transfer Date, all interest
and earnings (net of losses and investment expenses) accrued since the
preceding Transfer Date on funds on deposit in the Reserve Account 


 


26

















 


shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and any remaining interest and earnings (net of losses
and investment expenses) shall be deposited into the Finance Charge Account and
included in Available Finance Charge Collections for the related Monthly
Period.  For purposes of determining the
availability of funds or the balance in the Reserve Account for any reason
under this Indenture Supplement, except as otherwise provided in the preceding
sentence, investment earnings on such funds shall be deemed not to be available
or on deposit.


 


(b)           On or before each Transfer Date with
respect to the Controlled Accumulation Period and on or before the first
Transfer Date with respect to the Early Amortization Period, the Issuer shall
calculate the Reserve Draw Amount; provided,
however, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in
the Reserve Account under Section 4.4(a)(viii) 
on the following Payment Date.


 


(c)           If for any Transfer Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Issuer and deposited into the Finance Charge Account for
application as Available Finance Charge Collections on the following Payment
Date.


 


(d)           If the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than zero, the
Indenture Trustee, acting in accordance with the written instructions of the
Issuer, shall withdraw from the Reserve Account an amount equal to such Reserve
Account Surplus and distribute any such amounts to the holders of the
Transferor Interest.


 


(e)           Upon the earliest to occur of (i) the
termination of the Trust pursuant to Article VIII
of the Trust Agreement, (ii) the first Transfer Date relating to the Early
Amortization Period and (iii) the Expected Principal Payment Date, the
Issuer, after the prior payment of all amounts owing to the Series 2009-4
Noteholders that are payable from the Reserve Account as provided herein, shall
withdraw from the Reserve Account all amounts, if any, on deposit in the
Reserve Account and distribute any such amounts to the holders of the
Transferor Interest.  The Reserve Account
shall thereafter be deemed to have terminated for purposes of this Indenture
Supplement.


 


SECTION 4.11.  Spread Account.


 


(a)           On or before each Transfer Date, if the
aggregate amount of Available Finance Charge Collections available for
application pursuant to Section 4.4(a)(v) is less than the
aggregate amount required to be deposited pursuant to Section 4.4(a)(v),
the Issuer shall withdraw from the Spread Account the amount of such deficiency
up to the Available Spread Account Amount and if the Available Spread Account
Amount is less than such deficiency, Investment Earnings credited to the Spread
Account and shall apply such amount in accordance with Section 4.4(a)(v).


 


(b)           Unless an Early Amortization Event
occurs, the Issuer will withdraw from the Spread Account and deposit in the
Collection Account for payment to the Class C Noteholders


 


27
















 


on the Expected Principal Payment Date for the Class C
Notes an amount equal to the lesser of:  (i) the
amount on deposit in the Spread Account after application of any amounts set
forth in clause (a) above and (ii) the Class C Note Principal
Balance.


 


(c)           Upon an Early Amortization Event, the
amount, if any, remaining on deposit in the Spread Account, after making the
payments described in clause (a) above, shall be applied to pay principal
on the Class C Notes on the earlier of the Series Maturity Date and
the first Payment Date on which the Class A Note Principal Balance and the
Class B Note Principal Balance have been paid in full.


 


(d)           On any day following the occurrence
of an Event of Default with respect to Series 2009-4 that has resulted in
the acceleration of the Series 2009-4 Notes, the Issuer shall withdraw
from the Spread Account the Available Spread Account Amount and deposit such
amount in the Distribution Account for payment to the Series 2009-4 Notes
in the following order of priority until all amounts owed to such Noteholders
have been paid in full: (i) the Class C Noteholders, (ii) the Class A
Noteholders and (iii) the Class B Noteholders.


 


(e)           If on any Payment Date, after giving
effect to all withdrawals from the Spread Account, the Available Spread Account
Amount is less than the Required Spread Account Amount then in effect,
Available Finance Charge Collections shall be deposited into the Spread Account
pursuant to Section 4.4(a)(ix) up
to the amount of the Spread Account Deficiency.


 


(f)            If, after giving effect to all
deposits to and withdrawals from the Spread Account with respect to any Payment
Date, the amount on deposit in the Spread Account exceeds the Required Spread
Account Amount, the Issuer shall withdraw an amount equal to such excess from
the Spread Account and distribute such amount to the Transferor.  On the date on which the Class C Note
Principal Balance has been paid in full, after making any payments to the
Noteholders required pursuant to Sections 4.11(a),
(b), (c) and (d), the Issuer shall withdraw from the
Spread Account all amounts then remaining in the Spread Account and pay such
amounts to the holders of the Transferor Interest.


 


SECTION 4.12.  Investment of Accounts.  (a)  To the extent there are uninvested
amounts deposited in the Series Accounts, the Issuer shall cause such
amounts to be invested in Permitted Investments selected by the Issuer that
mature no later than the immediately preceding Transfer Date.


 


(b)           On each Transfer Date with respect to
the Controlled Accumulation Period and on the first Transfer Date with respect
to the Early Amortization Period, the Issuer shall transfer from the Principal
Accumulation Account to the Finance Charge Account the Principal Accumulation
Investment Proceeds on deposit in the Principal Accumulation for application as
Available Finance Charge Collections in accordance with Section 4.4.


 


(c)           Principal Accumulation Investment
Proceeds (including reinvested interest) shall not be considered part of the
amounts on deposit in the Principal Accumulation Account for purposes of this
Indenture Supplement.


 


(d)           On each Transfer Date (but subject to
Section 4.11(a)), the Investment
Earnings, if any, credited since the preceding Transfer Date on funds on
deposit in the Spread Account 


 


28

















 


shall be retained in the Spread Account (to the
extent that the Available Spread Account Amount is less than the Required
Spread Account Amount) and the balance, if any, shall be paid to the holders of
the Transferor Interest.  For purposes of
determining the availability of funds or the balance in the Spread Account for
any reason under this Indenture Supplement (subject to Section 4.11(a)), all Investment
Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series 2009-4
Notes has been accelerated as a result of an Event of Default, all Investment
Earnings shall be added to the balance on deposit in the Spread Account and
treated like the rest of the Available Spread Account Amount.


 


SECTION 4.13.  Controlled Accumulation Period.  The Controlled Accumulation Period is
scheduled to commence at the beginning of business on May 22, 2014; provided that if the Controlled Accumulation
Period Length (determined as described below) on any Determination Date is less
than or more than the number of months in the scheduled Controlled Accumulation
Period, upon written notice to the Indenture Trustee, with a copy to each
Rating Agency, the Issuer shall either postpone or accelerate, as applicable,
the date on which the Controlled Accumulation Period actually commences, so
that, as a result, the number of Monthly Periods in the Controlled Accumulation
Period will equal the Controlled Accumulation Period Length; provided that
the length of the Controlled Accumulation Period will not be less than one
month.  The “Controlled
Accumulation Period Length” will mean a number of whole months such
that the amount available for payment of principal on the Notes on the Expected
Principal Payment Date is expected to equal or exceed the Note Principal
Balance, assuming for this purpose that (1) the payment rate with respect
to Principal Collections remains constant at the lowest level of such payment
rate during the twelve preceding Monthly Periods, (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in the
Excess Funding Account, if any) remains constant at the level on such date of
determination, (3) no Early Amortization Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on such date of determination) will be subsequently issued.  Any notice by Issuer modifying the
commencement of the Controlled Accumulation Period pursuant to this Section 4.13 shall specify (i) the
Controlled Accumulation Period Length, (ii) the commencement date of the
Controlled Accumulation Period and (iii) the Controlled Accumulation
Amount with respect to each Monthly Period during the Controlled Accumulation
Period.


 


SECTION 4.14.  [Reserved].


 


SECTION 4.15.  Deposit of Collections.  Notwithstanding anything to the contrary in
the Indenture, for any Monthly Period during which the Issuer is permitted to
make a single monthly deposit to the Collection Account pursuant to Section 8.4
of the Indenture for such Monthly Period, the Issuer need not make the daily
deposits of Collections into the Collection Account as provided in Section 8.4
of the Indenture, but may make a single deposit in the Collection Account in
immediately available funds not later than 12:00 noon, New York City time, on
the related Payment Date.


 


29

















 


ARTICLE V

DELIVERY OF SERIES 2009-4 NOTES;

REPORTS TO SERIES 2009-4 NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 2009-4
Notes.


 


The Issuer shall execute and issue, and the Indenture
Trustee shall authenticate, the Series 2009-4 Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the Series 2009-4
Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2.  Reports and Statements to Series 2009-4
Noteholders.


 


(a)           Not later than the second Business
Day preceding each Payment Date, the Issuer shall deliver or cause the Servicer
to deliver to the Trustee, the Indenture Trustee and each Rating Agency a
statement substantially in the form of Exhibit B
prepared by the Servicer; provided that
the Issuer may amend the form of Exhibit B
from time to time, with the prior written consent of the Indenture
Trustee.  On each Payment Date, the
Issuer shall forward to each Series 2009-4 Noteholder a statement
substantially in the form of Exhibit B.


 


(b)           A copy of each statement or
certificate provided pursuant to Section 5.2(a) may be
obtained by any Series 2009-4 Noteholder by a request in writing to the
Issuer.


 


(c)           On or before January 31 of each
calendar year, beginning with January 31, 2010, the Issuer shall furnish
or cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2009-4 Noteholder the information for the
preceding calendar year, or the applicable portion thereof during which the
Person was a Noteholder, as is required to be provided by an issuer of
indebtedness under the Code to the holders of the Issuer’s indebtedness and
such other customary information as is necessary to enable such Noteholder to
prepare its federal income tax returns. 
Notwithstanding anything to the contrary contained in this Agreement,
the Issuer shall, to the extent required by applicable law, from time to time
furnish to the appropriate Persons, at least five Business Days prior to the
end of the period required by applicable law, the informed required to complete
a Form 1099-INT.


 


ARTICLE VI

SERIES 2009-4 EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 2009-4 Early Amortization
Events.  If any one of the following
events shall occur with respect to the Series 2009-4 Notes:


 


(a)           (i)  failure on the part of
Transferor to make any payment or deposit required to be made by it by the
terms of the Trust Receivables Purchase Agreement or the Transfer Agreement on
or before the date occurring five (5) Business Days after the date such
payment or deposit is required to be made therein or herein or (ii) failure
of the Transferor duly to observe or perform in any material respect any other
of its covenants or agreements set forth in the Trust Receivables Purchase
Agreement or the Transfer Agreement which failure has a material adverse effect
on the Series 2009-4 Noteholders and which continues unremedied for a
period of sixty days after the date on which written notice of such failure,
requiring the same to be remedied, shall have 


 


30

















 


been given to the Transferor by the Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of
the Series 2009-4 Notes;


 


(b)           any representation or warranty made
by Transferor in the Transfer Agreement or the Trust Receivables Purchase
Agreement or any information contained in an account schedule required to be
delivered by it pursuant to Section 2.1
or Section 2.6(c) of
the Transfer Agreement, Trust Agreement or the Bank Receivables Sale Agreement
shall prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a period
of sixty days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Transferor by the Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of
the Series 2009-4 Notes and as a result of which the interests of the Series 2009-4
Noteholders are materially and adversely affected for such period; provided,
however, that a Series 2009-4 Early Amortization Event pursuant
to this Section 6.1(b) shall
not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Transferred Receivable, or all of such Transferred
Receivables, if applicable, during such period in accordance with the
provisions of the Transfer Agreement or the Trust Receivables Purchase
Agreement;


 


(c)           a failure by Transferor under the
Transfer Agreement to convey Transferred Receivables in Additional Accounts or
Participations to the Trust when it is required to convey such Transferred
Receivables pursuant to Section 2.6(a) of
the Transfer Agreement;


 


(d)           any Servicer Default or any Indenture
Servicer Default shall occur;


 


(e)           (i) the average of the Portfolio
Yields for the two Monthly Periods immediately preceding the March 2010
Payment Date is less than the average of the Base Rates for the same Monthly
Periods, or (ii) beginning with the three consecutive Monthly Periods
immediately preceding the April 2010 Payment Date, the average of the
Portfolio Yields for three consecutive Monthly Periods is less than the average
of the Base Rates for the same Monthly Periods (for the avoidance of doubt, the
Monthly Period preceding the January 2010 Payment Date shall be excluded
for purposes of calculating the three-month average Portfolio Yield and Base
Rate under this clause (e)(ii));


 


(f)            the Note Principal Balance shall not
be paid in full on the Expected Principal Payment Date; or


 


(g)           without limiting the foregoing, the
occurrence of an Event of Default with respect to Series 2009-4 and
acceleration of the maturity of the Series 2009-4 Notes pursuant to Section 5.3 of the Indenture;


 


then, in the case of any event described in subsection (a), (b) or
(d), after the applicable grace period,
if any, set forth in such subparagraphs, either the Indenture Trustee or the
holders of Series 2009-4 Notes evidencing more than 50% of the aggregate
unpaid principal amount of Series 2009-4 Notes by notice then given in
writing to the Issuer (and to the Indenture Trustee if given by the Series 2009-4
Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2009-4 (a “Series 2009-4
Early Amortization Event”) has occurred as of the date of such
notice, and, in the case of any event described in subsection
(c), (e), (f) or (g) a 


 


31

















 


Series 2009-4 Early Amortization Event shall
occur without any notice or other action on the part of the Indenture Trustee
or the Series 2009-4 Noteholders immediately upon the occurrence of such
event.


 


ARTICLE VII

REDEMPTION OF SERIES 2009-4 NOTES; FINAL
DISTRIBUTIONS; SERIES 


TERMINATION


 


SECTION 7.1.  Optional Redemption of Series 2009-4
Notes; Final Distributions.


 


(a)           On any day occurring on or after the
date on which the outstanding principal balance of the Series 2009-4 Notes
is reduced to 10% or less of the initial outstanding principal balance of Series 2009-4
Notes, Transferor has the option pursuant to the Trust Agreement to reduce the Collateral
Amount to zero by paying a purchase price equal to the greater 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 Redemption Amount for such Payment Date or (ii) if
such day is not a Payment Date, the Redemption Amount for the Payment Date
following such day.  If Transferor
exercises such option, Issuer will apply such purchase price to repay the Notes
in full as specified below.


 


(b)           Issuer shall give the Indenture
Trustee at least thirty (30) days prior written notice of the date on which
Transferor intends to exercise such optional redemption.  Not later than 12:00 noon, New York City
time, on such day Transferor shall deposit into the Distribution Account in
immediately available funds the excess of the Redemption Amount over the
amount, if any, on deposit in the Principal Accumulation Account.  Such redemption option is subject to payment
in full of the Redemption Amount. 
Following such deposit into the Distribution Account in accordance with
the foregoing, the Collateral Amount for Series 2009-4 shall be reduced to
zero and the Series 2009-4 Noteholders shall have no further security
interest in the Transferred Receivables. 
The Redemption Amount shall be paid as set forth in Section 7.1(d).


 


(c)           (i)  The amount to be paid by
the Transferor with respect to Series 2009-4 in connection with a
reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(e) of the
Transfer Agreement shall not be less than the Redemption Amount for the first
Payment Date following the Monthly Period in which the reassignment obligation
arises under the Transfer Agreement.


 


(ii)           The amount to be paid by the Issuer
with respect to Series 2009-4 in connection with a repurchase of the Notes
pursuant to Section 10.1 of the
Trust Agreement shall not be less than the Redemption Amount for the Payment
Date of such repurchase.


 


(d)           With respect to (i) the
Redemption Amount deposited into the Distribution Account pursuant to Section 7.1 or (ii) the proceeds of
any sale of Transferred Receivables pursuant to Section 5.3
of the Indenture with respect to Series 2009-4, the Indenture Trustee
shall, in accordance with the written direction of the Issuer, not later than
12:00 noon, New York City time, on the related Payment Date, make payments of
the following amounts (in the priority set forth below and, in each case, after
giving effect to any deposits and payments otherwise to 


 


32

















 


be made on such date) in immediately available
funds:  (i) (x) the Class A
Note Principal Balance on such Payment Date will be paid to the Class A
Noteholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest due and payable on such Payment Date or any prior Payment
Date, (B) any Class A Deficiency Amount for such Payment Date and (C) the
amount of Class A Additional Interest, if any, for such Payment Date and
any Class A Additional Interest previously due but not paid to the Class A
Noteholders on any prior Payment Date, will be paid to the Class A
Noteholders, (ii) (x) the Class B Note Principal Balance on such
Payment Date will be paid to the Class B Noteholders and (y) an
amount equal to the sum of (A) Class B Monthly Interest due and
payable on such Payment Date or any prior Payment Date, (B) any Class B
Deficiency Amount for  such Payment Date
and (C) the amount of Class B Additional Interest, if any, for such
Payment Date and any Class B Additional Interest previously due but not
paid to the Class B Noteholders on any prior Payment Date, will be paid to
the Class B Noteholders, (iii) (x) the Class C Note
Principal Balance on such Payment Date will be paid to the Class C
Noteholders and (y) an amount equal to the sum of (A) Class C
Monthly Interest due and payable on such Payment Date or any prior Payment
Date, (B) any Class C Deficiency Amount for such Payment Date and (C) the
amount of Class C Additional Interest, if any, for such Payment Date and
any Class C Additional Interest previously due but not paid to the Class C
Noteholders on any prior Payment Date will be paid to the Class C
Noteholders and (iv) any excess shall be released to the Issuer.


 


SECTION 7.2.  Series Termination.


 


On the Series Maturity Date, the unpaid principal
amount of the Series 2009-4 Notes shall be due and payable.


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


SECTION 8.1.  Ratification of Indenture; Amendments.  As supplemented by this Indenture Supplement,
the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as
one and the same instrument.  This
Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 9.1
or 9.2 of the Indenture.  For purposes of the application of Section 9.2 to any amendment of this
Indenture Supplement, the Series 2009-4 Noteholders shall be the only
Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of Delivery of the Series 2009-4
Notes.  The Class A Notes, the Class B
Notes and the Class C Notes shall be Book-Entry Notes and shall be
delivered as provided in Sections 2.1
and 2.2 of the Indenture.


 


SECTION 8.3.  Counterparts.  This Indenture Supplement may be executed in
two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.


 


SECTION 8.4.  GOVERNING LAW.  (a) THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, 


 


33

















 


AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF THE GENERAL
OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS
THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  THIS INDENTURE SUPPLEMENT IS SUBJECT TO THE
TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL BE GOVERNED THEREBY AND
CONSTRUED IN ACCORDANCE THEREWITH.


 


(b)           EACH PARTY HERETO HEREBY CONSENTS AND
AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN
NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT;  PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED,
FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE INDENTURE TRUSTEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION
IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
FOR THE NOTES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
INDENTURE TRUSTEE.  EACH PARTY HERETO SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH
PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.  EACH PARTY HERETO HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS
DETERMINED IN ACCORDANCE WITH SECTION 11.4 OF THE INDENTURE AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
PROPER POSTAGE PREPAID.  NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW.


 


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


 


34

















 


RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


SECTION 8.5.  Limitation of Liability.  Notwithstanding any other provision herein or
elsewhere, this Agreement has been executed and delivered by BNY Mellon Trust
of Delaware, not in its individual capacity, but solely in its capacity as
Trustee of the Trust, in no event shall BNY Mellon Trust of Delaware in its
individual capacity have any liability in respect of the representations,
warranties, or obligations of the Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of the Trust, and
for all purposes of this Agreement and each other document, the Trustee (as
such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.


 


SECTION 8.6.  Rights of the Indenture Trustee.  The Indenture Trustee shall have herein the
same rights, protections, indemnities and immunities as specified in the Master
Indenture.


 


SECTION 8.7.  Notice Address
for Rating Agencies.  Notices,
if any, required to be delivered to the Rating Agencies by the Issuer, the
Indenture Trustee or the Trustee shall be sent to the following addresses, it
being understood that delivery of any such notices via email to the below email
addresses or such other email addresses as may be provided by the Rating
Agencies shall be sufficient for purposes of this Indenture Supplement and the
other Related Documents:


 


Fitch Ratings


ABS


One State Street Plaza


New York, NY 10004 


Facsimile: (212) 514-9879


Email:  notifications.abs@fitchratings.com


 


Moody’s Rating Service


7 World Trade Center at 250 Greenwich Street


24th Floor


New York, New York 10007


Facsimile: 
(212) 298-6742


Email: 
Matias.Langer@moodys.com


 


SECTION 8.8.  Compliance with Applicable Anti-Terrorism
and Anti-Money Laundering Regulations. 
In order to comply with laws, rules and regulations applicable to
banking institutions, including those relating to the funding of terrorist
activities and money laundering, the Indenture Trustee is required to obtain,
verify and record certain information relating to individuals and entities
which maintain a business relationship with the Indenture Trustee.  Accordingly, each of the parties hereto agrees
to provide to the Indenture Trustee upon its request from time to time
such  identifying information  and documentation as may be available for
such party in order to enable the Indenture Trustee to comply with applicable
law.


 


35

















 


SECTION 8.9.  Notes to be Treated as Debt for Tax.  It is the intent of the parties hereto that,
for purposes of federal, state and local income and franchise tax and any other
tax measured in whole or in part by income, the Class A Notes, the Class B
Notes and the Class C Notes shall be treated as debt and a person
purchasing such Notes agrees to treat such Notes as debt for such purposes.


 


SECTION 8.10.  Deemed Consent.  The Series 2009-4 Noteholders will be
deemed to have consented to any amendment to any Related Document that changes
the definition of “Rating Agency Condition” in such Related Document to match
the definition of “Rating Agency Condition” in this Indenture Supplement.


 


[SIGNATURE PAGE FOLLOWS]


 


36

















 


IN WITNESS WHEREOF, the undersigned have caused this
Indenture Supplement to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE 

  TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as Trustee on behalf of
  Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:
  DEUTSCHE BANK NATIONAL TRUST 

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


Indenture Supplement


Series 2009-4


 


S-1
















 


EXHIBIT A-1


FORM OF CLASS A SERIES 2009-4 3.80% ASSET
BACKED NOTE


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY
INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT
LESS THAN 662/3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT
DIRECTLY OR INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE
TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE
BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL NOT
IN ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS OR
REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 


THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF
THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS
NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT
AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT
HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING THE
ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT
IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT
TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS
ARE DEEMED TO BE 


 


1

















 


PLAN ASSETS OF A PLAN
DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


2

















 


	
  REGISTERED

  	
  $                                                                                                        

  
	
  No. R-

  	
  CUSIP NO.                                             

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-4


 


CLASS A SERIES 2009-4 3.80% ASSET BACKED NOTE


 


GE Capital Credit Card Master Note Trust (herein referred
to as the “Issuer” or the “Trust”), a Delaware statutory trust governed by a
Trust Agreement dated as of September 25, 2003, for value received, hereby
promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of                                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the November 2017 Payment Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class A
Note Interest Rate on each Payment Date until the Final Payment Date (which is
the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the November 2017 Payment Date). Interest on
this Note will accrue for each Payment Date from and including the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, for the initial Payment Date, from and including the Closing Date to but
excluding such Payment Date.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by or on behalf of the Indenture Trustee, by manual signature,
this Note shall not be entitled to any benefit under the Indenture or the
Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 


3

















 


IN WITNESS WHEREOF, the Issuer has caused this Class A
Note to be duly executed.


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE 

  TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE,

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as 

  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:                     ,          

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A Notes described in the
within-mentioned Indenture.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


5

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-4 


 


CLASS A SERIES 2009-4 3.80% ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class A Note is one of a duly authorized
issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note
Trust, Series 2009-4 (the “Series 2009-4
Notes”), issued under a Master Indenture dated as of September 25,
2003 (as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), as
supplemented by the Indenture Supplement dated as of November 24, 2009
(the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


The Class B Notes and the Class C Notes will
also be issued under the Indenture.


 


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of the Issuer allocated to the payment
of this Note for payment hereunder and that neither the Owner Trustee nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as
expressly provided in the Indenture, subject to any liability under the
Indenture.


 


This Note does not purport to summarize the Indenture
and reference is made to the Indenture for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS A NOTE DOES NOT REPRESENT AN
OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, GE MONEY BANK, RFS HOLDING,
L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.


 


The Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the person in whose name this Class A
Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


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


 


6

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated: 

  	
   

  	
   

  	
                                                                        **

  	
   

  
	
   

  	
   

  	
  Signature Guaranteed:

  



 






**   The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.


 


7

















 


EXHIBIT A-2


FORM OF CLASS B SERIES 2009-4 5.39% ASSET
BACKED NOTE


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


(1)          AGREES FOR THE BENEFIT OF THE ISSUER AND
THE TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED,
PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF
RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO
THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES; AND


 


(2)          AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY
INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT
LESS THAN 662/3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS APPROVED SUCH FILING AND IT WILL NOT
DIRECTLY OR INDIRECTLY INSTITUTE 


 


1

















 


OR CAUSE TO BE INSTITUTED AGAINST THE TRANSFEROR ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING
OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED,
THAT THE FOREGOING SHALL NOT IN ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE
ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR
CLAIMS AGAINST THE ISSUER.


 


THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF
THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
IMPOSED ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS
NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING
THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT
IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT
TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS
ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE
OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT
TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS
NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


2

















 


	
  REGISTERED

  	
  $                                                                                                        

  
	
  No. R-

  	
  CUSIP NO.                                             

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-4


 


CLASS B SERIES 2009-4 5.39% ASSET BACKED NOTE


 


GE Capital Credit Card Master Note Trust (herein
referred to as the “Issuer” or the “Trust”), a Delaware statutory trust
governed by a Trust Agreement dated as of September 25, 2003, for value
received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of                
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the November 2017 Payment Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class B
Note Interest Rate on each Payment Date until the Final Payment Date (which is
the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the November 2017 Payment Date).  Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest
has been paid to but excluding such Payment Date or, for the initial Payment
Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by or on behalf of the Indenture Trustee, by manual signature,
this Note shall not be entitled to any benefit under the Indenture or the
Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 


THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN
THE INDENTURE SUPPLEMENT.


 


3

















 


IN WITNESS WHEREOF, the Issuer has caused this Class B
Note to be duly executed.


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as
  Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE, not 

  in its individual capacity but solely as 

  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:                 ,       

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class B Notes described in the
within-mentioned Indenture.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  AMERICAS, as Indenture
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


5
















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-4


 


CLASS B SERIES 2009-4 5.39% ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class B Note is one of a duly authorized
issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note
Trust, Series 2009-4 (the “Series 2009-4
Notes”), issued under a Master Indenture dated as of September 25,
2003 (as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), as
supplemented by the Indenture Supplement dated as of November 24, 2009
(the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


The Class A Notes and the Class C Notes will
also be issued under the Indenture.


 


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of the Issuer allocated to the payment
of this Note for payment hereunder and that neither the Owner Trustee nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as
expressly provided in the Indenture, subject to any liability under the
Indenture.


 


This Note does not purport to summarize the Indenture
and reference is made to the Indenture for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS B NOTE DOES NOT REPRESENT AN
OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, GE MONEY BANK, RFS HOLDING,
L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.


 


The Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the person in whose name this Class B
Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


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


 


6

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated: 

  	
   

  	
   

  	
                                                                        **

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  



 






**   The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of the
within Note in every particular, without alteration, enlargement or any change
whatsoever.


 


7

















 


EXHIBIT A-3


FORM OF CLASS C SERIES 2009-4 7.82% ASSET
BACKED NOTE


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:


 


(1)     AGREES FOR THE BENEFIT OF THE ISSUER AND THE
TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED,
PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF
RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO
THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES; AND


 


(2)     AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY
INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT
LESS THAN 662/3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF
EACH CLASS OF EACH SERIES HAS 


 


1

















 


APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR
INDIRECTLY INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE TRANSFEROR ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING
OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED,
THAT THE FOREGOING SHALL NOT IN ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE
ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR
CLAIMS AGAINST THE ISSUER.


 


THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF
THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS C NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE OF THIS
NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, SHALL BE DEEMED TO
REPRESENT AND WARRANT THAT EITHER (I) SUCH HOLDER IS NOT (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT ACTING ON BEHALF OF (AND FOR SO LONG
AS IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF), AND IS NOT INVESTING
THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT
IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT
TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS
ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE
OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT
TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR
LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS
NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975
OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


2

















 


	
  REGISTERED

  	
  $                                                                                                     

  
	
  No. R-

  	
  CUSIP NO.                                         

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-4


 


CLASS C SERIES 2009-4 7.82% ASSET BACKED NOTE


 


GE Capital Credit Card
Master Note Trust (herein referred to as the “Issuer”
or the “Trust”), a Delaware statutory
trust governed by a Trust Agreement dated as of September 25, 2003, for
value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the November 2017 Payment Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class C
Note Interest Rate on each Payment Date until the Final Payment Date (which is
the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the November 2017 Payment Date).  Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest
has been paid to but excluding such Payment Date or, for the initial Payment
Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


 


Unless the certificate of authentication hereon has
been executed by or on behalf of the Indenture Trustee, by manual signature,
this Note shall not be entitled to any benefit under the Indenture or the
Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


 


THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A AND CLASS B NOTES TO THE
EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


3

















 


IN WITNESS WHEREOF, the Issuer has caused this Class C
Note to be duly executed.


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER 

  NOTE TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY MELLON TRUST OF
  DELAWARE not 

  in its individual capacity but solely as 

  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:                  ,          

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Class C Notes described in the
within-mentioned Indenture.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


5

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-4


 


CLASS C SERIES 2009-4 7.82% ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class C Note is one of a duly authorized
issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note
Trust, Series 2009-4 (the “Series 2009-4
Notes”), issued under a Master Indenture dated as of September 25,
2003 (as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), as
supplemented by the Indenture Supplement dated as of November 24, 2009
(the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


The Class A Notes and the Class B Notes will
also be issued under the Indenture.


 


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of the Issuer allocated to the payment
of this Note for payment hereunder and that neither the Owner Trustee nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as
expressly provided in the Indenture, subject to any liability under the
Indenture.


 


This Note does not purport to summarize the Indenture
and reference is made to the Indenture for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Indenture Trustee.


 


THIS CLASS C NOTE DOES NOT REPRESENT AN
OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, GE MONEY BANK, RFS HOLDING,
L.L.C., OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.


 


The Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the person in whose name this Class C
Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


 


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


 


6

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto                                  
(name and address of assignee) the within certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints                             
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
  ,

  	
   

  	
   

  	
                                                                        **

  	
   

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  



 






**   The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.


 


7

















 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


 


Monthly
Noteholder’s Statement


GE Capital Credit Card Master Note Trust


 


Series 2009-4


Class A 3.80% Notes


Class B 5.39% Notes


Class C 7.82% Notes


 


Pursuant to the Master Indenture, dated as of September 25,
2003 (as amended and supplemented, the “Indenture”) between GE Capital
Credit Card Master Note Trust (the “Issuer”) and Deutsche Bank Trust
Company Americas, as indenture trustee (the “Indenture Trustee”), as
supplemented by the Series 2009-4 Indenture Supplement (the “Indenture
Supplement”), dated as of November 24, 2009, between the Issuer and
the Indenture Trustee, the Issuer is required to prepare, or cause the Servicer
to prepare, certain information each month regarding current distributions to
the Series 2009-4 Noteholders and the performance of the Trust during the
previous month.  The information required
to be prepared with respect to the Payment Date of [  · 
], 20[  ·  ], and with respect to the performance of the
Trust during the Monthly Period ended [  ·  ], 20[ 
·  ]
is set forth below.  Capitalized terms
used herein are defined in the Indenture and the Indenture Supplement. The
undersigned, an Authorized Officer of the Servicer, does hereby certify as
follows:


 


	
  Record
  Date:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Monthly
  Period Beginning:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Monthly
  Period Ending:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Previous
  Payment Date:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Payment
  Date:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Interest
  Period Beginning:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Interest
  Period Ending:

  	
   

  	
  [ · ], 20[ · ]

  
	
  Days
  in Monthly Period:

  	
   

  	
  [ · ]

  
	
  Days
  in Interest Period:

  	
   

  	
  [ · ]

  
	
  Is
  there a Reset Date?

  	
   

  	
  [No][Yes]

  



 


	
  I.

  	
   

  	
  Trust Receivables Information

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Number
  of Accounts Beginning

  
	
   

  	
  b.

  	
  Number of Accounts
  Ending

  
	
   

  	
  c.

  	
  Average Account Balance
  (q / b)

  
	
   

  	
  d.

  	
  BOP
  Principal Receivables

  
	
   

  	
  e.

  	
  BOP Finance Charge
  Receivables

  
	
   

  	
  f.

  	
  BOP Total Receivables

  



 


1

















 


	
   

  	
  g.

  	
  Increase
  in Principal Receivables from Additional Accounts

  
	
   

  	
  h.

  	
  Increase in Principal
  Activity on Existing Securitized Accounts

  
	
   

  	
  i.

  	
  Increase in Finance
  Charge Receivables from Additional Accounts

  
	
   

  	
  j.

  	
  Increase in Finance
  Charge Activity on Existing Securitized Accounts

  
	
   

  	
  k.

  	
  Increase in Total
  Receivables

  
	
   

  	
  l.

  	
  Decrease
  in Principal Receivables due to Account Removal

  
	
   

  	
  m.

  	
  Decrease in Principal
  Activity on Existing Securitized Accounts

  
	
   

  	
  n.

  	
  Decrease in Finance
  Charge Receivables due to Account Removal

  
	
   

  	
  o.

  	
  Decrease in Finance
  Charge Activity on Existing Securitized Accounts

  
	
   

  	
  p.

  	
  Decrease in Total
  Receivables

  
	
   

  	
  q.

  	
  EOP
  Aggregate Principal Receivables

  
	
   

  	
  r.

  	
  EOP Finance Charge
  Receivables

  
	
   

  	
  s.

  	
  EOP Total Receivables

  
	
   

  	
  t.

  	
  Excess
  Funding Account Balance

  
	
   

  	
  u.

  	
  Required
  Principal Balance

  
	
   

  	
  v.

  	
  Minimum Free Equity
  Amount (EOP Aggregate Principal Receivables * 7.0%)

  
	
   

  	
  w.

  	
  Free Equity Amount (EOP
  Principal Receivables - EOP Collateral Amount (II.c.ii+II.a.ii+II.b.iii))

  
	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Investor Information (Trust
  Level)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Note
  Principal Balance (Sum of all Series)

  
	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
  ii.

  	
  Increase
  in Note Principal Balance due to New Issuance

  
	
   

  	
  iii.

  	
  Decrease
  in Note Principal Balance due to Principal Paid

  
	
   

  	
  iv.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Excess
  Collateral Amount (Sum of all Series)

  
	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
  ii.

  	
  Additional
  Enhancement Amount

  
	
   

  	
  iii.

  	
  Increase
  in Excess Collateral Amount due to New Issuance

  
	
   

  	
  iv.

  	
  Reductions
  in Required Excess Collateral Amount

  
	
   

  	
  v.

  	
  Increase
  in Unreimbursed Investor Charge-Off

  
	
   

  	
  vi.

  	
  Decrease
  in Unreimbursed Investor Charge-Off

  
	
   

  	
  vii.

  	
  Increase
  in Unreimbursed Reallocated Principal Collections

  
	
   

  	
  viii.

  	
  Decrease
  in Unreimbursed Reallocated Principal Collections

  
	
   

  	
  ix.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Collateral Amount (Sum of
  all Series)

  



 


2
















 


	
   

  	
   

  	
  i.

  	
  End
  of Prior Monthly Period

  
	
   

  	
   

  	
  ii.

  	
  Beginning
  of Interest Period (a.i + b.i)

  
	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Trust
  Performance Data (Monthly Period)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Gross
  Trust Yield (Finance Charge Collections + Recoveries / BOP Principal
  Receivables)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Payment
  Rate (Principal Collections / BOP Principal Receivables)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Gross
  Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts —
  Fraud Amount / BOP Principal Receivables)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Charge-Off
  Rate (Default Amount for Defaulted Accounts / BOP Principal Receivables)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Net
  Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts —
  Recoveries — Fraud Amount / BOP Principal Receivables

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  Net
  Charge-Off Rate (Default Amount for Defaulted Accounts — Recoveries / BOP
  Principal Receivables)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  Default
  Amount for Defaulted Accounts

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  h.

  	
  Recoveries

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  Collections

  
	
   

  	
   

  	
  i.

  	
  Total
  Trust Finance Charge Collections

  
	
   

  	
   

  	
  ii.

  	
  Total
  Trust Principal Collections

  
	
   

  	
   

  	
  iii.

  	
  Total
  Trust Collections

  



 


3

















 


	
   

  	
  j.

  	
   

  	
  Delinquency Data

  	
   

  	
  Percentage

  	
   

  	
  Amount

  
	
   

  	
   

  	
  i.

  	
  1-29
  Days Delinquent

  
	
   

  	
   

  	
  ii.

  	
  30-59
  Days Delinquent

  
	
   

  	
   

  	
  iii.

  	
  60-89
  Days Delinquent

  
	
   

  	
   

  	
  iv.

  	
  90-119
  Days Delinquent

  
	
   

  	
   

  	
  v.

  	
  120-149
  Days Delinquent

  
	
   

  	
   

  	
  vi.

  	
  150 or Greater Days
  Delinquent

  
	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  Series Performance
  Data

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Portfolio
  Yield (Finance Charge Collections + Recoveries — Aggregate Investor Default
  Amount + PAA Inv Proceeds / BOP Collateral)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Base
  Rate (Noteholder Servicing Fee + Admin Fee + Monthly Interest / BOP
  Collateral)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Excess
  Spread Percentage (Portfolio Yield — Base Rate)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Quarterly
  Excess Spread Percentage

  
	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  Investor
  Information Regarding Distributions to Noteholders

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  The
  total amount of the distribution to Class A Noteholders per $1000 Note
  Initial Principal Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  The
  amount of the distribution set forth in paragraph a. above in respect of
  interest on the Class A Notes, per $1000 Note Initial Principal Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  The
  amount of the distribution set forth in paragraph a. above in respect of
  principal on the Class A Notes, per $1000 Note Initial Principal
  Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  The
  total amount of the distribution to Class B Noteholders per $1000 Note
  Initial Principal Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  The
  amount of the distribution set forth in paragraph d. above in respect of
  interest on the Class B Notes, per $1000 Note Initial Principal Balance.

  
									



 


4

















 


	
   

  	
  f.

  	
  The
  amount of the distribution set forth in paragraph d. above in respect of
  principal on the Class B Notes, per $1000 Note Initial Principal
  Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  The
  total amount of the distribution to Class C Noteholders per $1000 Note
  Initial Principal Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  h.

  	
  The
  amount of the distribution set forth in paragraph g. above in respect of
  interest on the Class C Notes, per $1000 Note Initial Principal Balance.

  
	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  The
  amount of the distribution set forth in paragraph g. above in respect of
  principal on the Class C Notes, per $1000 Note Initial Principal
  Balance.

  
	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
   

  	
  Investor
  Information

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Class A
  Note Initial Principal Balance

  
	
   

  	
  b.

  	
  Class B Note
  Initial Principal Balance

  
	
   

  	
  c.

  	
  Class C Note
  Initial Principal Balance

  
	
   

  	
  d.

  	
  Initial Excess
  Collateral Amount

  
	
   

  	
  e.

  	
  Initial Collateral
  Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  Class A
  Note Principal Balance

  
	
   

  	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Principal
  Payment

  
	
   

  	
   

  	
  iii.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  Class B
  Note Principal Balance

  
	
   

  	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Principal
  Payment

  
	
   

  	
   

  	
  iii.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  h.

  	
  Class C
  Note Principal Balance

  
	
   

  	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Principal
  Payment

  
	
   

  	
   

  	
  iii.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  Excess
  Collateral Amount

  
	
   

  	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Reduction
  in Excess Collateral Amount

  
	
   

  	
   

  	
  iii.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  j.

  	
  Collateral
  Amount

  
	
   

  	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Increase/Decrease
  in Unreimbursed Investor Charge-Offs

  
	
   

  	
   

  	
  iii.

  	
  Increase/Decrease
  in Reallocated Principal Collections

  
	
   

  	
   

  	
  iv.

  	
  Reduction
  in Excess Collateral Amount

  
	
   

  	
   

  	
  v.

  	
  Principal
  Accumulation Account Deposit

  
	
   

  	
   

  	
  vi.

  	
  As
  of Payment Date

  



 


5

















 


	
   

  	
   

  	
  vii.

  	
  Collateral
  Amount as a Percentage of Note Trust Principal Balance

  
	
   

  	
   

  	
  viii.

  	
  Amount
  by which Note Principal Balance exceeds Collateral Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  k.

  	
  Required
  Excess Collateral Amount

  
	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
   

  	
  Investor
  Charge-Offs and Reallocated Principal Collections (Section references
  relate to Indenture Supplement)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Beginning
  Unreimbursed Investor Charge-Offs

  
	
   

  	
  b.

  	
  Current Unreimbursed
  Investor Defaults

  
	
   

  	
  c.

  	
  Current Unreimbursed
  Investor Uncovered Dilution Amount

  
	
   

  	
  d.

  	
  Current Reimbursement
  of Investor Charge-Offs pursuant to Section 4.4(a)(vii)

  
	
   

  	
  e.

  	
  Ending Unreimbursed
  Investor Charge-Offs

  
	
   

  	
  f.

  	
  Beginning Unreimbursed
  Reallocated Principal Collections

  
	
   

  	
  g.

  	
  Current Reallocated
  Principal Collections pursuant to Section 4.7

  
	
   

  	
  h.

  	
  Current Reimbursement
  of Reallocated Principal Collections pursuant to Section 4.4(a)(vii)

  
	
   

  	
  i.

  	
  Ending Unreimbursed
  Reallocated Principal Collections

  
	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
  Investor
  Percentages —BOP Balance and Series Account Information

  
	
   

  	
   

  
	
   

  	
  a.

  	
  Allocation Percentage
  Numerator — for Finance Charge Collections and Default Amounts

  
	
   

  	
  b.

  	
  Allocation Percentage
  Numerator — for Principal Collections

  
	
   

  	
  c.

  	
  Allocation Percentage
  Denominator

  
	
   

  	
   

  	
  i.

  	
  Aggregate
  Principal Receivables Balance as of Prior Monthly Period

  
	
   

  	
   

  	
  ii.

  	
  Number
  of Days at Balance

  
	
   

  	
   

  	
  iii.

  	
  Average
  Principal Balance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Sum of Allocation
  Percentage Numerators for all outstanding Series with respect to Finance
  Charge Collections and Default Amounts

  
	
   

  	
  e.

  	
  Sum of Allocation
  Percentage Numerators for all outstanding Series with respect to
  Principal Collections

  
	
   

  	
  f.

  	
  Allocation Percentage,
  Finance Charge Collections and Default Amount (a./greater of c.iii. or d.)

  
	
   

  	
  g.

  	
  Allocation Percentage,
  Principal Collections (b./ greater of c.iii. or e.)

  
	
   

  	
  h.

  	
  Series Allocation
  Percentage

  
	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
   

  	
  Collections
  and Allocations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Finance Charge
  Collections

  	
   

  	
  Trust

  	
   

  	
  Series

  
								



 


6

















 


	
   

  	
  b.

  	
  Recoveries

  
	
   

  	
  c.

  	
  Principal Collections

  
	
   

  	
  d.

  	
  Default Amount

  
	
   

  	
  e.

  	
  Dilution

  
	
   

  	
  f.

  	
  Investor Uncovered
  Dilution Amount

  
	
   

  	
  g.

  	
  Dilution including
  Fraud Amount

  
	
   

  	
  h.

  	
  Available Finance
  Charge Collections

  
	
   

  	
   

  	
  i.

  	
  Investor
  Finance Charge Collections

  
	
   

  	
   

  	
  ii.

  	
  Excess
  Finance Charge Collections allocable to Series 2009-4

  
	
   

  	
   

  	
  iii.

  	
  Principal
  Accumulation Account Investment Proceeds

  
	
   

  	
   

  	
  iv.

  	
  Investment
  earnings in the Reserve Account

  
	
   

  	
   

  	
  v.

  	
  Reserve
  Account Draw Amount

  
	
   

  	
   

  	
  vi.

  	
  Recoveries

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  Available Finance
  Charge Collections (Sum of g.i through g.vii)

  
	
   

  	
  j.

  	
  Total Collections to
  Series

  
	
   

  	
  k.

  	
  Total Finance Charge
  Collections deposited in the Collection Account (net of any amounts
  distributed to Transferor and owed to Servicer)

  
	
   

  	
   

  	
   

  
	
  X.

  	
   

  	
  Application
  of Available Funds pursuant to Section 4.4(a) of the Indenture
  Supplement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Available
  Finance Charge Collections

  
	
   

  	
   

  	
  i.

  	
  On
  a pari passu basis:

  
	
   

  	
   

  	
   

  	
  a.

  	
  Payment
  to the Indenture Trustee, to a maximum of $25,000

  
	
   

  	
   

  	
   

  	
  b.

  	
  Payment
  to the Trustee, to a maximum of $25,000

  
	
   

  	
   

  	
   

  	
  c.

  	
  Payment
  to the Administrator, to a maximum of $25,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
  To the Servicer:

  
	
   

  	
   

  	
   

  	
  a.

  	
  Noteholder
  Servicing Fee

  
	
   

  	
   

  	
   

  	
  b.

  	
  Noteholder
  Servicing Fee previously due but not paid

  
	
   

  	
   

  	
   

  	
  c.

  	
  Total
  Noteholder Servicing Fee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
   

  	
  a.

  	
  Class A
  Monthly Interest

  
	
   

  	
   

  	
   

  	
  b.

  	
  Class A
  Deficiency Amount

  
	
   

  	
   

  	
   

  	
  c.

  	
  Class A
  Additional Interest

  
	
   

  	
   

  	
   

  	
  d.

  	
  Class A
  Additional Interest not paid on prior Payment Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iv.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
   

  	
  a.

  	
  Class B
  Monthly Interest

  
	
   

  	
   

  	
   

  	
  b.

  	
  Class B
  Deficiency Amount

  
	
   

  	
   

  	
   

  	
  c.

  	
  Class B
  Additional Interest

  



 


7

















 


	
   

  	
   

  	
   

  	
  d.

  	
  Class B
  Additional Interest not paid on prior Payment Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
   

  	
  a.

  	
  Class C
  Monthly Interest

  
	
   

  	
   

  	
   

  	
  b.

  	
  Class C
  Deficiency Amount

  
	
   

  	
   

  	
   

  	
  c.

  	
  Class C
  Additional Interest

  
	
   

  	
   

  	
   

  	
  d.

  	
  Class C
  Additional Interest not paid on prior Payment Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  vi.

  	
  To be treated as
  Available Principal Collections

  
	
   

  	
   

  	
   

  	
  a.

  	
  Aggregate
  Investor Default Amount

  
	
   

  	
   

  	
   

  	
  b.

  	
  Aggregate
  Investor Uncovered Dilution Amount

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  vii.

  	
  To be treated as
  Available Principal Collections, to the extent not previously reimbursed

  
	
   

  	
   

  	
   

  	
  a.

  	
  Investor
  Charge-offs

  
	
   

  	
   

  	
   

  	
  b.

  	
  Reallocated
  Principal Collections

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  viii.

  	
  Excess of Required
  Reserve Account Amount Over Available Reserve Account Amount

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ix.

  	
  Amounts required to be
  deposited to the Spread Account

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x.

  	
  To be treated as Available
  Principal Collections: Series Allocation Percentage of Minimum Free
  Equity Shortfall

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  xi.

  	
  Unless an Early
  Amortization Event has occurred, amounts that have not been paid pursuant to
  (a)(i) above

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  xii.

  	
  The balance, if any,
  will constitute a portion of Excess Finance Charge Collections for such
  Payment Date and first will be available for allocation to other
  Series in Group One and, second, paid to the Transferor, to be applied
  in accordance with Section 8.6 of the Indenture unless:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  a.

  	
  There
  is an Early Amortization Period, in which case Excess Finance Charge
  Collections will be used to pay Monthly Principal; or

  
	
   

  	
   

  	
   

  	
  b.

  	
  GE
  Capital’s long-term unsecured debt rating is Aa2 or lower by Moody’s or AA or
  lower by S&P and the Free Equity Amount is less than the Minimum Free
  Equity Amount, in which case Excess Finance Charge Collections will be
  deposited to the Excess Funding Account up to such shortfall

  
	
   

  	
   

  	
   

  
	
  XI.

  	
   

  	
  Excess
  Finance Charge Collections (Group One)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Total
  Excess Finance Charge Collections in Group One

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Finance
  Charge Shortfall for Series 2009-4

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Finance
  Charge Shortfall for all Series in Group One

  



 


8

















 


	
   

  	
  d.

  	
  Excess
  Finance Charges Collections Allocated to Series 2009-4

  
	
   

  	
   

  	
   

  
	
  XII.

  	
   

  	
  Available
  Principal Collections and Distributions (Section references relate to
  Indenture Supplement)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Investor
  Principal Collections

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Less:
  Reallocated Principal Collections for the Monthly Period pursuant to
  Section 4.7

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Plus:
  Shared Principal Collections allocated to this Series

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Plus:
  Aggregate amount to be treated as Available Principal Collections pursuant to
  Section 4.4(a)(vi)

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Plus:
  Aggregate amount to be treated as Available Principal Collections pursuant to
  Section 4.4(a)(vii)

  
	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  Plus:
  During an Early Amortization Period, the amount of Available Finance Charge
  Collections used to pay principal on the Notes pursuant to
  Section 4.4(a)(xiii)

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  Available
  Principal Collections (Deposited to Principal Account)

  
	
   

  	
   

  	
  i.

  	
  During
  the Revolving Period, Available Principal Collections treated as Shared
  Principal Collections Pursuant to Section 4.4(b)

  
	
   

  	
   

  	
  ii.

  	
  During
  the Controlled Accumulation Period, Available Principal Collections deposited
  to the Principal Accumulation Account pursuant to Section 4.4(c)(i),
  (ii)

  
	
   

  	
   

  	
  iii.

  	
  During
  the Early Amortization Period, Available Principal Collections deposited to
  the Distribution Account pursuant to Section 4.4(c)

  
	
   

  	
   

  	
  iv.

  	
  Series Shared
  Principal Collections available to Group One pursuant to
  Section 4.4(c)(iii)

  
	
   

  	
   

  	
  v.

  	
  Principal
  Distributions pursuant to Section 4.4(e) in order of priority

  
	
   

  	
   

  	
   

  	
  a.

  	
  Principal
  paid to Class A Noteholders

  
	
   

  	
   

  	
   

  	
  b.

  	
  Principal
  paid to Class B Noteholders

  
	
   

  	
   

  	
   

  	
  c.

  	
  Principal
  paid to Class C Noteholders

  
	
   

  	
   

  	
  vi.

  	
  Total
  Principal Collections Available to Share (Inclusive of Series 2009-4)

  
	
   

  	
   

  	
  vii.

  	
  Series Principal
  Shortfall

  
	
   

  	
   

  	
  viii.

  	
  Shared
  Principal Collections allocated to this Series from other Series

  
	
   

  	
   

  	
   

  	
   

  
	
  XIII.

  	
   

  	
  Series 2009-4
  Accumulation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Controlled
  Accumulation Period Length in months (scheduled)

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Controlled
  Accumulation Amount

  



 


9

















 


	
   

  	
  c.

  	
  Controlled
  Deposit Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Accumulation
  Shortfall

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Principal
  Accumulation Account Balance

  
	
   

  	
   

  	
  i.

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Controlled
  Deposit Amount

  
	
   

  	
   

  	
  iii.

  	
  Withdrawal
  for Principal Payment

  
	
   

  	
   

  	
  iv.

  	
  As
  of Payment Date

  
	
   

  	
   

  	
   

  
	
  XIV.

  	
   

  	
  Reserve
  Account Funding (Section references relate to Indenture Supplement)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Reserve
  Account Funding Date (scheduled)

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Required
  Reserve Account Amount (0.50% of Note Principal Balance beginning on Reserve
  Account Funding Date)

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Beginning
  Available Reserve Account Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Reserve
  Draw Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Deposit
  pursuant to 4.4(a)(viii) the excess of b. over c.

  
	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  Withdrawal
  for Reserve Account Surplus paid to Transferor pursuant to
  Section 4.10(d)

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  Withdrawal
  for Reserve Account Surplus paid to Transferor pursuant to
  Section 4.10(e)

  
	
   

  	
   

  	
   

  
	
   

  	
  h.

  	
  Ending
  Available Reserve Account Amount

  
	
   

  	
   

  	
   

  	
   

  
	
  XV.

  	
   

  	
  Spread
  Account Funding (Section references relate to Indenture Supplement)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Spread
  Account Percentage

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Required
  Spread Account Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Beginning
  Available Spread Account Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  Withdrawal
  pursuant to 4.11(a) — Section 4.4(a)(v) Shortfall

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Withdrawal
  pursuant to 4.11(b) — Class C Expected Principal Payment Date

  
	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  Withdrawal
  pursuant to 4.11(c) — Early Amortization Event

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  Withdrawal
  pursuant to 4.11(d) — Event of Default

  
	
   

  	
   

  	
   

  
	
   

  	
  h.

  	
  Deposit
  pursuant to 4.4(a)(ix) — Spread Account Deficiency

  
	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  Withdrawal
  pursuant to 4.11(f) — Spread Account Surplus Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  j.

  	
  Ending
  Available Spread Account Amount

  



 


10

















 


	
  XVI.

  	
   

  	
  Series Early
  Amortization Events

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  The
  Free Equity Amount is less than the Minimum Free Equity Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Free
  Equity:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
  Free Equity Amount

  
	
   

  	
   

  	
  ii.

  	
  Minimum
  Free Equity Amount

  
	
   

  	
   

  	
  iii.

  	
  Excess
  Free Equity Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  The
  Note Trust Principal Balance is less than the Required Principal Balance Note
  Trust Principal Balance:

  
	
   

  	
   

  	
  i.

  	
  Note
  Trust Principal Balance

  
	
   

  	
   

  	
  ii.

  	
  Required
  Principal Balance

  
	
   

  	
   

  	
  iii.

  	
  Excess
  Principal Balance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  The
  three-month Average Portfolio Yield is less than three-month average Base
  Rate Portfolio Yield:

  
	
   

  	
   

  	
  i.

  	
  Three
  month Average Portfolio Yield

  
	
   

  	
   

  	
  ii.

  	
  Three
  month Average Base Rate

  
	
   

  	
   

  	
  iii.

  	
  Three
  Month Average Excess Spread

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  The
  Note Principal Balance is outstanding beyond the Expected Principal Payment
  Date

  
	
   

  	
   

  	
  i.

  	
  Expected
  Principal Payment Date

  
	
   

  	
   

  	
  ii.

  	
  Current
  Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Are
  there any material modifications, extensions or waivers to pool asset terms,
  fees penalties or payments?

  
	
   

  	
  f.

  	
  Are
  there any material breaches or pool of assets representations and warranties
  or covenants?

  
	
   

  	
  g.

  	
  Are
  there any material changes in criteria used to originate, acquire, or select
  new pool assets?

  
	
   

  	
  h.

  	
  Has
  an early amortization event occurred?

  



 


IN WITNESS WHEREOF, the undersigned has duly executed
this Monthly Noteholder’s Statement as of the
       day of
                          .


 


	
   

  	
  GENERAL ELECTRIC
  CAPITAL 

  CORPORATION, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


11

















 


SCHEDULE I


 


PERFECTION REPRESENTATIONS, WARRANTIES


AND COVENANTS (WITH RESPECT TO RECEIVABLES)


 


(a)           In
addition to the representations, warranties and covenants contained in the
Indenture, the Issuer hereby represents, warrants and covenants to the
Indenture Trustee as follows as of the Closing Date:


 


(1)           The
Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Receivables in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such
against creditors of and purchasers from the Issuer.


 


(2)           The
Receivables constitute either “accounts” or “general intangibles” within the
meaning of the applicable UCC.


 


(3)           The
Issuer owns and has good and marketable title to the Receivables free and clear
of any Lien, claim or encumbrance of any Person.


 


(4)           There
are no consents or approvals required for the pledge of the Receivables to the
Indenture Trustee pursuant to the Indenture.


 


(5)           The
Issuer (or the Administrator on behalf of the Issuer) has caused the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted to the Indenture Trustee under the Indenture in the
Receivables.


 


(6)           Other
than the pledge of the Receivables to the Indenture Trustee pursuant to the
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the Receivables.  The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a
description of the Receivables, except for the financing statement filed
pursuant to the Indenture.


 


(7)           Notwithstanding
any other provision of the Indenture, the representations and warranties set
forth in this Schedule I shall be
continuing, and remain in full force and effect, until such time as the Series 2009-4
Notes are retired.


 


(b)           The
Indenture Trustee covenants that it shall not, without satisfying the Rating
Agency Condition, waive a breach of any representation or warranty set forth in
this Schedule I.


 


(c)           The
Issuer covenants that in order to evidence the interests of the Issuer and the
Indenture Trustee under the Indenture, the Issuer shall take such action, or
execute and deliver such instruments as may be necessary or advisable
(including, without limitation, such actions as are requested by the Indenture
Trustee) to maintain and perfect, as a first priority interest, the Indenture
Trustee’s security interest in the Receivables.


 


1