Exhibit
4.5


 


SCHEDULE


to the


2002


Master Agreement


dated as of March 30, 2005


between ROYAL BANK OF CANADA (“Party A”)


and


GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”)


Part
1


Termination
Provisions


In this Agreement —


(a)                                  “Specified Entity” means in relation to
Party A and Party B for the purpose of Sections 5(a)(v), (vi), (vii) and
Section 5(b)(v): Not applicable.


(b)                                 “Specified Transaction” will have the
meaning specified in Section 14 of this Agreement.


(c)                                  The “Breach of Agreement” provision of Section
5(a)(ii) will not apply to Party B.


(d)                                 The “Misrepresentation” provision of Section
5(a)(iv) will not apply to Party A and will not apply to Party B.


(e)                                  The “Cross Default” provisions of Section
5(a)(vi) will not apply to Party A and will not apply to Party B.


(f)                                    The “Bankruptcy” provision of Section
5(a)(vii) is hereby amended by replacing “15” with “30” in the 16th
and 23rd lines thereof.


 


(g)                                 The “Force Majeure Event” provision of
Section 5(b)(ii) will not apply to Party A and will not apply to Party B.


(h)                                 The “Credit Event Upon Merger” provisions of
Section 5(b)(v) will not apply to Party A and will not apply to Party B.


(i)                                     The “Automatic Early Termination” provisions
of Section 6(a) will not apply to Party A and will not apply to Party B.


(j)                                     “Termination Currency” means United
States Dollars.


 


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(k)                                  Additional Termination Event will
apply.  Failure to comply with the
following shall constitute an Additional Termination Event in which Party A shall
be the sole Affected Party:


 


Credit
Downgrade — Party A.  If at any
time (i) the unsecured debt rating of Party A, or its Credit Support Provider,
is withdrawn by or reduced below “A” (long term) or “F1” (short term) if Party
A is rated by Fitch Ratings (“Fitch”); or (ii) the unsecured debt
ratings of Party A, or its Credit Support Provider, are withdrawn or reduced
below “A+” (long term) or, if a short term rating is in effect for Party A, or
its Credit Support Provider, below “A-1” (short term) by Standard & Poor’s
Rating Services (“S&P”); or (iii) (a) Party A, or its Credit Support
Provider, has both long and short term unsecured debt ratings from Moody’s
Investors Service, Inc. (“Moody’s”), and any such rating is withdrawn,
reduced below (or put on watch for downgrade at) “A1” (long term) or “P-1”
(short term) or (b) Party A, or its Credit Support Provider, has only a
long-term unsecured debt rating from Moody’s and such rating is withdrawn,
reduced below (or put on watch for downgrade at) “Aa3” (any of the above
referenced withdrawals or reductions in credit status from the reference
agencies being herein referred to as a “Downgrade”); then Party A shall
promptly notify Party B by telephone (promptly confirmed in writing), and Party
B then shall notify the Rating Agencies. 
Party A shall then, at its own expense, within 30 days of the date of
the Downgrade, enter into a “Qualifying Substitute Arrangement” (as defined
below) to assure performance by Party A of its obligations under the
Transactions.  If Party A fails to enter
into a Qualifying Substitute Arrangement pursuant to this provision, it shall
be an Additional Termination Event in which Party A is the sole Affected Party.


“Credit Support” shall mean an unconditional letter of credit,
guaranty, surety bond or insurance policy providing for prompt payment of the
obligations of Party A and its successors under this Agreement, as amended from
time to time, and all Transactions hereunder for their duration from a Credit
Support Provider meeting the Counterparty Ratings Requirements, that is valid,
binding and enforceable in accordance with its terms.


“Counterparty
Ratings Requirement” means with respect to any entity, that either such
entity or the Credit Support Provider, has (i) (a) a Moody’s long-term
unsecured debt rating or counterparty rating of at least “Aa3”, and if a short
term rating has been provided, such rating shall be at least “P-1”, and (ii) an
S&P long-term unsecured debt rating or counterparty rating of at least “AA-”,
and if a short term rating has been provided, such rating shall be at least “A-1”;
and, notwithstanding the foregoing, if such entity or its Credit Support
Provider, has a Fitch short-term unsecured debt rating, such rating shall be at
least “F1” and if such entity or its Credit Support Provider has a Fitch
long-term unsecured debt rating, such rating shall be at least “A”.


“Qualifying
Substitute Arrangement” shall mean one of the following arrangements
satisfactory to the Rating Agencies:  (i)
providing Credit Support to Party B and procuring a Ratings Reaffirmation or
(ii) procuring a Replacement Transaction and a Ratings Reaffirmation.


“Ratings Reaffirmation” means a
written acknowledgement from each Rating Agency whose rating on Party A was
reduced or withdrawn that, taking into account the Credit Support or the
Replacement Transaction provided, as applicable, (i) the then current rating of
the Notes will not be reduced notwithstanding the applicable Downgrade, or (ii)
the rating of the Notes in effect prior to the Downgrade will be reinstated to
the rating in effect prior to the Downgrade.


 


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“Replacement
Transaction” means a transaction, with a replacement counterparty meeting
the Counterparty Rating Requirement who, at no cost to Party B, shall assume
Party A’s position under this Agreement and all Transactions hereunder or
replace all Transactions outstanding under this Agreement with Transactions
between said replacement counterparty and Party B on identical terms.


(l)                                     Discontinued Agency.  If one of the
foregoing credit rating agencies ceases to be in the business of rating Debt
Securities and such business is not continued by a successor or assign of such
agency (the “Discontinued Agency”), ratings shall not be deemed withdrawn
hereunder, and Party A and Party B shall use their best efforts to  jointly (i) select a nationally-recognized
credit rating agency in substitution thereof and (ii) agree on the rating level
issued by such substitute agency that is equivalent to the ratings specified
herein of the Discontinued Agency, whereupon such substitute agency and
equivalent rating shall replace the Discontinued Agency and the rating level
thereof for the purposes of this Agreement. If at any time all of the agencies
specified herein with respect to a party have become Discontinued Agencies and
Party A and Party B have not previously agreed in good faith on at least one
agency and equivalent rating in substitution for each Discontinued Agency and
the applicable rating thereof, the Downgrade provisions of Part 1(k)(i) shall
cease to apply to the parties until a substitute agency is agreed upon as
described above.


Part 2


Tax Representations


(a)                                  Payer Tax Representation.  For the purpose of Section 3(e) of this
Agreement, Party A and Party B make the following representation:


 


It
is not required by applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section9(h) of this Agreement) to be made by it to the
other party under this Agreement.  In
making this representation, it may rely on:


 


(i)                                     the accuracy of
any representations made by the other party pursuant to Section 3(f) of this
Agreement;


 


(ii)                                  the
satisfaction of the agreement of the other party contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement  and the
accuracy and effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii) of this Agreement; and


 


(iii)                               the
satisfaction of the agreement of the other party contained in Section 4(d) of
this Agreement;


 


except
that it will not be a breach of this representation where reliance is placed on
clause (ii) above and the other party does not deliver a form or document under
Section 4(a)(iii) of this Agreement by reason of prejudice to its legal or
commercial position.


 


(b)                                 Payee Tax Representations.  For the purpose of Section 3(f) of this
Agreement, Party A and Party B make the representations specified below, if
any:


 


3





















 


(i)                                     The following
representation will apply to Party A:


 


It is a “foreign person” (as that term is used in section
1.6041-4(a)(4) of United States Treasury Regulations) for United States federal
income tax purposes.


Where it is acting through its Toronto office, no part of any payments
received or to be received by it in connection with this Agreement is
attributable to a trade or business carried on by it in the United States,
except for the amount in respect of such payments disclosed by Party A to Party
B in accordance with Part 3(a) of this Schedule.


It is a bank organized under the laws of Canada and it is a foreign
corporation for U.S. federal tax purposes.


.


 


(ii)                                  Party B makes
the following representation:


 


It
is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for United States federal income tax
purposes and an “Exempt recipient” within the meaning of section
1.6049-4(c)(1)(ii) of United States Treasury Regulations.


 


(c)                                  Modified Tax Provisions.  Party B’s obligations under Section 2(d)(i)
of this Agreement shall be limited to complying with clauses (1), (2) and (3)
thereof and Party B shall not be obligated to pay any amount owing by it under
clause (4).


 


Part 3


Agreement to Deliver
Documents


For
the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Party agrees
to deliver the following documents, as applicable:


                                                (a)  Tax forms, documents or certificates to be
delivered are:


 


Each
party agrees to complete (accurately and in a manner reasonably satisfactory to
the other party), execute, arrange for any required certification of, and
deliver to the other party or such government or taxing authority as the other
party directs, any form or document that may be required or reasonably
requested in order to allow the other party to make a payment under this
Agreement without any deduction or withholding for or on account of any Tax or
with such deductions or withholding at a reduced rate.


	
  Party
  Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by

  which to be delivered

  	
   

  	
  Covered
  by

  §(3)(d)

  Representation

  
	
  Party
  B

  	
   

  	
  IRS
  Form W-9

  	
   

  	
  (i)
  Upon execution of the Agreement, (ii) every three years thereafter; (iii)
  upon knowledge that such document is obsolete or inaccurrate and (iv)
  thereafter, upon request of Party A.

  	
   

  	
  N/A

  



 


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  Party
  A

  	
   

  	
  IRS
  Form W-8BEN and IRS Form W-8ECI

  	
   

  	
  (i)
  Upon execution of the Agreement; (ii) every three years thereafter; (iii)
  promptly upon learning that any Form W-8BEN, or W-8ECI (or any successor
  thereto) has become obsolete or incorrect; and (iv) upon request of Party B.

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A

  	
   

  	
  A
  statement in writing to Party B specifying the amount of income effectively
  connected with a trade or business in the United States (ECI) of Party A, if
  any, in respect of the total amount of payments under this Agreement received
  from Party B by Party A when acting through its Toronto office during a
  calendar year (in the event that Party A fails to timely deliver such
  statement to Party B, Party A shall be deemed to have advised Party B to
  treat the entire amount of all such payments made to Party A when acting
  through its Toronto office as ECI for the purpose of satisfying any
  information reporting obligations imposed on Party B under the Internal
  Revenue Code and the United States Treasury Regulations).

  	
   

  	
  On
  February 15 of the calendar year following the year in which any payment is
  made by Party A to Party B and upon request.

  	
   

  	
  N/A

  



 


5





















 


                                                (b)  Other documents to be delivered are:


	
  Party

  Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by

  which to be

  delivered

  	
   

  	
  Covered
  by

  §(3)(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A

  	
   

  	
  A
  copy of the most recent annual report of such party or its Credit Support
  Provider, as applicable, containing audited consolidated financial statements
  for such fiscal year certified by independent certified public accountants
  and prepared in accordance with generally accepted accounting principles
  (“GAAP”) in the party’s country of organization, or, in lieu thereof, a copy
  of such party’s most recent Form 10-K or Form 40-F, as applicable, as filed
  with the Securities and Exchange Commission.

  	
   

  	
  Upon
  request of the other party and within a reasonable time after public
  availability (or, if such party is not a public reporting entity, within a
  reasonable time of such request).

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party
  A

  	
   

  	
  With
  respect to the first three quarters of its fiscal year, a copy of the
  unaudited consolidated financial statements of such party or of such Party’s
  Credit Support Provider, if applicable, for its most recent fiscal quarter
  prepared in accordance with GAAP on a basis consistent with that of the
  annual financial statements of such party, or, in lieu thereof, a copy of
  such party’s Form 10-Q or Form 6-K, as applicable, as filed with the
  Securities and Exchange Commission.

  	
   

  	
  Upon
  request of the other party and within a reasonable time after public
  availability (or, if such party is not a public reporting entity, within a
  reasonable time of such request).

  	
   

  	
  Yes

  



 


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  Party
  A & B

  	
   

  	
  Evidence,
  reasonably satisfactory in form and substance to the receiving party,
  concerning the due execution and delivery of this Agreement or any
  Confirmation, including, without limitation, signing authority and specimen
  signatures for each individual executing the Agreement and any Confirmation.

  	
   

  	
  At
  or promptly following the execution and delivery of this Agreement and the
  execution and delivery of any Confirmation (if such Confirmation so
  requires).

  	
   

  	
  Yes

  



Part 4


Miscellaneous


(a)                                  Addresses for Notices.  For the purpose of Section 12(a) of this Agreement:


Address for notices or communications to Party A:


 


Address for notices or communications to Party A with respect to this
Agreement shall be given to it at the following address:


 


	
  Address:

  	
   

  	
  Royal
  Bank of Canada

  
	
   

  	
   

  	
  2nd
  Floor

  
	
   

  	
   

  	
  Royal
  Bank Plaza

  
	
   

  	
   

  	
  200
  Bay Street

  
	
   

  	
   

  	
  Toronto,
  Ontario

  
	
   

  	
   

  	
  CANADA
  M5J 2W7

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Managing
  Director, Global Middle Office

  
	
   

  	
   

  	
   

  
	
  Facsimile
  No.:

  	
   

  	
  (416)
  842-4839

  
	
   

  	
   

  	
   

  



Unless otherwise provided herein, address for notices or communications
to Party A relating to a particular Swap Transaction concluded with its Toronto office, shall be given to it at the
following address:


 




	
  Swap
  Transaction

  
	
  Royal
  Bank of Canada

  5th Floor, North
  Tower

  Royal Bank Plaza

  200 Bay Street

  Toronto, Ontario

  CANADA M5J 2W7

  
	
  Attention:

  	
  Manager,
  Capital Market

  Products Operations

  
	
  Facsimile
  No.:

  	
  (416)
  842-4303 or

  (416) 842-4304

  
	
  Electronic
  Messaging System: Not Applicable

  
			






 


7





















 


Address for notices or communications to Party A relating to a
particular Swap Transaction concluded with its New York Office, shall be given to it at the following
address:-


 




	
  Swap
  Transaction

  
	
  Royal Bank of Canada

  New York Branch

  One Liberty Plaza, 2nd
  Floor

  165 Broadway

  New York, New York

  10006-1404

  U.S.A

  
	
  Attention:

  	
  RBC
  DS Global Markets

  Capital
  Markets Group

  
	
  Telex:

  	
  420464  Answerback: RBOC

  
	
  Facsimile
  No.:

  	
  212-428-3018

  
	
  Electronic Messaging
  System:  N/A

  
				






Address for notices or communications to Party B:


 


	
  Address:

  	
   

  	
  GE
  Capital Credit Card Master Note Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o
  General Electric Capital Corporation, as Administrator

  
	
   

  	
   

  	
  1600
  Summer Street, 6th Floor

  
	
   

  	
   

  	
  Stamford,
  CT 06927

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Manager
  Operations - Securitization

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  203-585-6838

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  203-585-6564

  



(b)                                 Process Agent.  For
the purpose of Section 13(c) of this Agreement:


Party A appoints as its Process Agent:


 




	
  Royal Bank of Canada

  New York Branch

  One Liberty Plaza, 2nd
  Floor

  165 Broadway

  New York, New York

  10006-1404

  U.S.A

  
	
  Attention:

  	
  RBC
  DS Global Markets

  Capital
  Markets Group

  
	
  Facsimile
  No.:

  	
  212-428-3018

  
			






Party B appoints as its Process Agent: 
Not applicable


 


8





















 


(c)                                  Offices.  The
provisions of Section 10(a) shall apply to this Agreement.


 


(d)                                 Multibranch Party.  For the purpose of Section 10(b), Party A is
a Multibranch Party and may act through its Toronto and New York offices.  Party B is not a Multibranch Party.


(e)                                  Calculation Agent.  The Calculation Agent shall be Party A,
unless Party A is a Defaulting Party in which case the Calculation Agent will
be Party B.


(f)                                    Credit Support Document.  Details of any Credit Support Document: Not
applicable.


(g)                                 Governing Law.  This
Agreement will be governed by and construed in accordance with the laws of the
State of New York without reference to choice of law doctrine.


(h)                                 Netting of Payments.  “Multiple Transaction Payment Netting” will
not apply for the purpose of Section 2(c) of this Agreement to all Transactions
(in each case starting from the date of this Agreement).


(i)                                     “Affiliate” will have the meaning
specified in Section 14 provided that Party B is deemed to have no Affiliates.


(j)                                     Absence of Litigation. For the purpose of Section
3(c):—


 


“Specified Entity” means in relation to Party A: Not applicable.


 


“Specified Entity” means in relation to Party B: Not applicable.


(k)                                  No Agency.  The
provisions of Section 3(g) will apply to this Agreement.


(l)                                     Additional Representation will apply.  For the purpose of Section 3 of this
Agreement, the following will constitute an Additional Representation:—


(i)                                     Non-Reliance.  It is acting for its own account, and it has
made its own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication
(written or oral) or the other party as investment advice or as a
recommendation to enter into that Transaction, it being understood that
information and explanations related to the terms and conditions of a
Transaction will not be considered investment advice or a recommendation to
enter into that Transaction.  No
communication (written or oral) received from the other party will be deemed to
be an assurance or guarantee as to the expected results of that Transaction.


(ii)                                  Assessment
and Understanding.  It
is capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction.  It is also capable of assuming, and assumes,
the risks of that Transaction.


(iii)                               Status
of Parties. The other party is not acting as a fiduciary for
or an adviser to it in respect of that Transaction.


 


9





















 


(iv)                              Eligible
Contract Participant. It is an “eligible contract participant” as
defined in Section la(12) of the Commodity Exchange Act, as amended.


(v)                                 FDICIA/Regulation
EE. In addition to the foregoing representations, Party A represents to
Party B either that (1) it is a Financial Institution as defined in Section
402(9) of the Federal Deposit Insurance Corporation Improvement Act of 1991, or
(2) (A) it will engage in Financial Contracts (as defined in Section 2 of
Regulation EE of the Federal Reserve Board (12 C.F.R. §231.2)) as a
counterparty on both sides of one or more Financial Markets (as defined in
Section 2 of Regulation EE of the Federal Reserve Board (12 C.F.R. §231.2)),
and (B) that, on the date of this Agreement, it meets at least one of the tests
set forth in Section 3(a)(1)-(2) of Regulation EE of the Federal Reserve Board
(12 C.F.R. §231.3(a)(1)-(2)). The representation contained in clause (1) or
clause 2(A) of this paragraph (h), as the case may be, will be deemed to be
repeated by Party A on each date on which a Transaction is entered into.


(m)                               Consent to Recording.  Each party (i) consents to the recording of
the telephone conversations of trading and marketing personnel of the parties
in connection with this Agreement or any potential Transaction, (ii) agrees to
obtain any necessary consent of, and give notice of such recording to, such
personnel and (iii) agrees, to the extent permitted by applicable law, that
recordings may be submitted in evidence in any Proceedings.


 


10





















 


Part 5


Other
Provisions


(a)                            Recourse and Ranking.  The obligations of Party B under this
Agreement, and under any Transaction executed hereunder, are limited recourse
obligations of Party B payable solely from the Trust Estate.  No recourse shall be had for the payment of
any amount owing in respect of any Transaction or any other obligation or claim
arising out of or based upon this Agreement against any member, employee, officer,
director or agent of Party B.  Any
accrued obligations owing by Party B under this Agreement and any Transaction
shall be payable by Party B solely to the extent that funds are available
therefor from time to time in accordance with the provisions of the Indenture;
and, following realization of the Trust Estate, any claims of Party A against
Party B shall be extinguished. 
Notwithstanding any provisions contained in this Agreement to the
contrary, Party B shall not be obligated to pay any amount pursuant to this
Agreement unless Party B has received funds which may be used to make such
payment and such payment is made in advance in accordance with the
Indenture.  Any amount which Party B does
not pay pursuant to the operation of the preceding sentence shall not
constitute a claim (as defined in §101 of the Bankruptcy Code) against or
corporate obligation of Party B for any such insufficiency unless and until
such payment is permitted under such preceding sentence.


(b)                                 Limitation of Defaults and Termination.   Notwithstanding the terms of Sections 5 and
6 of this Agreement, Party A shall be entitled to designate an Early
Termination Date pursuant to Section 6 of this Agreement only as a result of
the occurrence of an Event of Default set forth in Section 5(a)(i) or
5(a)(vii)(4) with respect to Party B as the Defaulting Party or a Termination
Event set forth in Sections 5(b)(i) or 5(b)(iii) of this Agreement with respect
to Party A as the Affected Party.


(c)                                  No Bankruptcy Petition Against the Company.  Party A hereby covenants and agrees that, prior
to the date which is one year and one day after all the Notes (or any rated
securities) issued by Party B have been paid in full it will not institute
against, or join any other Person in instituting against, Party B any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States.


(d)                                 Transfers. 
Notwithstanding Section 6 of the Agreement, no trasnfer by Party A shall
be effective unless Party A obtains Party B’s consent and a Ratings
Reaffiramation prior to such transfer. 
Party A consents to the pledge and assignment by Party B of its rights
hereunder and under any Transaction to the Indenture Trustee.


(e)                                  Amendments.  No amendments,
modification or waiver in respect of this Agreement will be effective unless
(i) it is in writing and executed by each of the parties or confirmed by an
exchange of telexes or facsimiles and (ii) except as waived by the Rating
Agencies, the Rating Agencies shall have advised that such assignment or
amendment will not result in a downgrade or withdrawal of the then current
rating on the Notes.


(f)                                    Definitions. 
Reference is hereby made to the 2000 ISDA Definitions (the “2000
Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”), which are hereby incorporated by reference herein
and shall be deemed to be incorporated in each Confirmation hereunder, unless
otherwise specified in a Confirmation. Any terms used and not otherwise defined
herein which are contained in the 2000 Definitions shall have the meaning set
forth therein.  Capitalized terms used
and not otherwise defined herein or in the Agreement or the 2000 Definitions
(hereinafter defined) shall have the meanings assigned to them in the Master
Indenture, dated as of September 25, 2003, among Party B, as Issuer and
Deutsche Bank Trust Company Americas, as Indenture Trustee, as amended or
supplemented from time to time (the “Indenture”).


 


11





















 


(f)                                    Confirmations. 
Notwithstanding anything to the contrary in this Agreement:


This Agreement shall only
govern Class A Swap (as defined in the Indenture Supplement) Confirmation dated
as of the date hereof.


(g)                                 Additional Tax Provisions.  (i) The definition of “Indemnifiable Tax” in
Section 14 of this Agreement is modified by adding the following at the end
thereof:


Notwithstanding the foregoing, “Indemnifiable Tax” also means any Tax
imposed in respect of a payment under this Agreement by reason of a Change in
Tax Law by a government or taxing authority of a Relevant Jurisdiction of the
party making such payment, unless the other party is incorporated, organized,
managed and controlled or considered to have its seat in such jurisdiction, or
is acting for purposes of this Agreement through a branch or office located in
such jurisdiction.


(h)                                 Waiver of Contractual Right of Setoff.  Notwithstanding any provision of this
Agreement or any other existing or future agreement, each party irrevocably
waives any and all contractual rights it may have to set off, net, recoup or
otherwise withhold or suspend or condition payment or performance of any
obligation between the two parties hereunder against any obligations between
the two parties under any other agreements or otherwise.  The words “and will be subject to Section
6(f) in the third line of the first paragraph of Section 6(e) and Section 6(f)
of this Agreement are deleted.


(i)                                     Waiver of Right to Trial by Jury.  Each party irrevocably waives, to the fullest
extent permitted by applicable law, any right it may have to trial by jury of
any claim, demand or cause of action relating in any way to this Agreement or
any Credit Support Document, whether sounding in contract or tort or otherwise,
and agrees that either party may file a copy of this section with any court as
evidence of the waiver of its jury trial rights.


 


(j)                                     Conditions Precedent.  Section 2(a)(iii)(1) of the Agreement shall
not apply to the obligations of Party A unless an Event of Default set forth in
Sections 5(a)(i) or 5(a)(vii)(4) with respect to Party B has occurred and is
continuing.


 


(k)                                  Amendment to Indenture.  Party B agrees that it shall not amend,
modify or waive any provisions in the Indenture without the consent of Party A
if such amendment, modification or waiver would have a material adverse effect
on Party A’s rights under this Agreement.


 


(l)                                     No Recourse.  It is expressly
understood and agreed by the parties hereto that (a) this Agreement is executed
and delivered by The Bank of New York (Delaware), not individually or
personally but solely as trustee of GE Capital Credit Card Master Note Trust
(the “Trust”), in the exercise of


 


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the powers and authority conferred and vested in it, (b) each of the
representations, under­takings and agreements herein made on the part of the
Trust is made and intended not as personal representations, undertakings and
agree­ments by The Bank of New York (Delaware) but is made and intended for the
purpose of binding only the Trust, (c) nothing herein contained shall be
construed as creating any liability on The Bank of New York (Delaware),
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall The Bank of New York (Delaware) be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Master
Agreement or any other related documents.


 


(m)                               Party A
Downgrade.  Party A agrees
to enter into a Qualifying Substitute Arrangment pursuant to Part 1(k) hereof
if a Downgrade occurs with respect to Party A.


 


 


 


13





















 


Please confirm your agreement to the terms of the foregoing Schedule by
signing below.


 


	
  ROYAL BANK OF CANADA

  
	
   

  
	
  By:

  	
         /s/
  Irene Klausmann

  
	
   

  	
  Name:
  Irene Klausmann

  
	
   

  	
  Title:   Manager, Trading Documentation

  
	
   

  
	
  GE CAPITAL CREDIT CARD MASTER

  NOTE TRUST

  
	
   

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

  
	
   

  
	
  By:

  	
         /s/
  Kristine K. Gullo

  
	
   

  	
  Name:
  Kristine K. Gullo

  
	
   

  	
  Title:
    Assistant Vice President