Exhibit
4.6


 


SCHEDULE


 


to the


 


2002


 


Master Agreement


 


dated as of June 23, 2004


 


between AIG FINANCIAL PRODUCTS CORP.
(“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 “Failure
to Pay or Deliver” provision of Section 5(a)(i) is hereby
amended by replacing each reference to the word “first” with the word “third”
in the third line thereof.


 


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


 


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


 


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


 


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


 


(h)                                 The “Credit
Support Default” provision of Section 5(a)(iii) will apply
to Party A and will not apply to Party B; provided,
however, that Party A shall have a 30-days grace period following
the occurrence of an event under Section 5(a)(iii) to cure such event
before it becomes an Event of Default.


 


1

















 


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


 


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


 


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


 


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


 


(m)                               Additional Termination Event  will
apply.  The following shall constitute
an Additional Termination Event in which Party A shall be the sole Affected
Party:


 


(i)  Credit Downgrade – Party
A.  If at any time (i) the unsecured
debt rating of Party A and Party A’s Credit Support Provider is withdrawn by or
reduced below “A+” (long-term) or “F-1” (short-term) if rated by Fitch Ratings
(“Fitch”); or (ii) the unsecured debt ratings of Party A and Party A’s
Credit Support Provider are withdrawn or reduced below “A+” (long-term) or
“A-1” (short term) by Standard & Poor’s Rating Services (“S&P”);
or (iii) (a) Party A and Party A’s 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 and Party A’s 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 being herein referred
to as a “Downgrade”); then Party A’s Credit Support Provider 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, (in consultation with Party B),
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. 
Failure by Party A to enter into a Qualifying Substitute Arrangement
pursuant to this provision shall be an Additional Termination Event in which
Party A is the sole Affected Party.


 


“Qualifying
Substitute Arrangement” shall mean one of the following arrangements
satisfactory to the Rating Agencies: 
(i) providing an unconditional guaranty to Party B covering all of the
obligations under this Agreement and all Transactions hereunder in which the
guarantor satisfies the Counterparty Ratings Requirement or procuring a Letter
of Credit Transaction, in each case, reasonably satisfactory to Party B and
procuring a Ratings Reaffirmation; (ii) procuring a Replacement Transaction
which replaces all Transactions outstanding under this Agreement with
Transactions on identical terms and procuring a Ratings Reaffirmation or (iii)
post collateral pursuant to the ISDA Credit Support Annex to be negotiated by
the parties at such time, provide an opinion of counsel that such posted
collateral shall not be subject to the bankruptcy estate of Party A and
procuring a Ratings Reaffirmation. For the avoidance of doubt, any action taken
by Party A pursuant to sub-paragraphs (i) or (iii) shall not preclude Party A
from taking any other action pursuant to (i), (ii) or (iii) above.  Upon the successful completion of any such
assignment to a replacement counterparty, Party A’s obligations to post
collateral, if any, shall terminate and Party B shall release its security
interest in, and return to Party A, any then-posted collateral. Notwithstanding
the previous two sentences, if Party A’s and Party A’s Credit Support
Provider’s (a) long-term unsecured debt rating by Moody’s is withdrawn,
suspended or reduced to “A2” or below where Party A and Party A’s Credit
Support Provider has only a long-


 


2

















 


term
unsecured debt rating; (b) long-term and short-term unsecured debt rating by
Moody’s is withdrawn, suspended or reduced to “A3” or below or to “P-2” or
below, respectively, where Party A and Party A’s Credit Support Provider has
both a long-term and a short-term debt rating; (c) short-term unsecured debt
rating from S&P is withdrawn, suspended or reduced below “A-1”; or (d)
long-term unsecured debt rating by S&P is withdrawn, suspended or reduced
below “A+”; Party A must procure a Replacement Transaction pursuant to
sub-paragraph (ii) above or provide a guaranty pursuant to sub-paragraph (i)
above.  In the event that Party A has
posted collateral pursuant to sub-paragraph (iii) above and the ratings of Party
A’s Credit Support Provide are subsequently withdrawn, suspended or reduced
below the ratings set forth in the preceding sentence, Party A shall, within 30
days of the date of the subsequent Downgrade, procure a Replacement Transaction
pursuant to sub-paragraph (ii) above or provide a guaranty pursuant to
sub-paragraph (i) above.


 


“Counterparty
Ratings Requirement” means with respect to any entity, that either such
entity or its Credit Support Provider, has (i) (a) a Moody’s long-term
unsecured debt 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 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 long-term
unsecured debt rating, such rating shall be at least “A+” and if such entity or
its Credit Support Provider has a short-term unsecured debt rating, such rating
shall be at least “F-1”.


 


 “Ratings Reaffirmation” means an
affirmation of ratings from each Rating Agency that the Counterparty (or
proposed counterparty in the event of a proposed transfer or replacement of
Party A, with applicable credit enhancement, meets the Counterparty Ratings
Requirement.


 


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


 


(n)                                 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”), Party A and
Party B shall 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(m) shall cease to
apply to the parties.


 


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


 


3

















 


account of any Tax from any payment (other than interest under
Section 9(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 (as such
Section 4(a)(iii) is modified in Part 5(h)(ii) hereof) and the accuracy
and effectiveness of any document provided by the other party pursuant to Section 4(a)(i)
or 4(a)(iii) (as such Section 4(a)(iii) is modified in Part 5(h)(ii)
hereof) 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:


 


(i)                                     Party
A and Party B make 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:


 


	
  Party
  Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by

  which to be

  delivered

  	
   

  	
  Covered by

  §(3)(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  A correct,
  complete and executed U.S. Internal Revenue Service Form W-9 (or any
  successor thereto), including appropriate attachments.

  	
   

  	
  Upon execution
  of the Agreement and upon request of the other party.

  	
   

  	
  N/A

  



 


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(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 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 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 & B

  	
   

  	
  Evidence,
  reasonably satisfactory in form and substance to the receiving party,
  concerning the due execution and delivery of this Agreement or such
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A & B

  	
   

  	
  Legal opinion in
  a form satisfactory to the other party.

  	
   

  	
  Upon execution
  of the Agreement.

  	
   

  	
  No

  



 


5

















 


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:

  	
   

  	
  50 Danbury Road

  
	
   

  	
   

  	
  Wilton, CT
  06897-4444

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Chief Financial
  Officer (with a copy to General Counsel)

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  203-222-4700

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  203-222-4780

  
	
   

  	
   

  	
   

  
	
  Address for
  notices or communications to Party B:

  
	
   

  	
   

  	
   

  
	
  Address:                                                

  	
   

  	
  GE Capital
  Credit Card Master Note Trust,

  
	
   

  	
   

  	
  in care of
  General Electric Capital Corporation,

  
	
   

  	
   

  	
  1600 Summer
  Street, 4th Floor

  
	
   

  	
   

  	
  Stamford,
  CT  06927

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Manager Finance
  - Securitization

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  203-585-6586

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
  203-585-6564

  



 


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


 


Party A appoints as its Process Agent: 
Not applicable


 


Party B appoints as its Process Agent: 
Not applicable


 


The provisions of Section 13(c) of this Agreement shall be
modified by the deletion of the words “12(a)(iii)” from the third sentence
thereof.


 


(c)                                  Offices.  The
provisions of Section 10(a) shall apply to this Agreement; provided,
however, that the first sentence of Section 10(a) is hereby amended by
deleting the words “except that a party will not have recourse to the head or
home office of the other party in respect of any payment or delivery deferred
pursuant to Section 5(d) for so long as the payment or delivery is so
deferred.”


 


6

















 


(d)                                 Multibranch Party.  For the
purpose of Section 10(b), Party A is not a Multibranch Party.  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: With respect to Party A,  the guaranty issued by American
International Group, Inc. (“AIG”), in a form satisfactory to Party
B.  With respect to Party B, not
applicable.


 


(g)                                 Credit Support Provider. 
Credit Support provider means with respect to Party A, AIG.  With respect to Party B, not applicable.


 


(h)                                 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.


 


(i)                                     Netting of Payments.  “Multiple
Transaction Payment Netting” will apply for the purpose of Section 2(c) of
this Agreement to all Transactions (in each case starting from the date of this
Agreement).


 


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


 


(k)                                  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.


 


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


 


(m)                               Additional Representation will apply to both parties.  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.


 


7

















 


(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.


 


(n)                                 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.


 


(o)                                 Transfer. 
Section 7 is hereby amended to read in its entirety as follows:


 


Except as stated under Section 6(b)(ii), in this Section 7
and Part 1(m) of the Schedule, and except for the assignment by way of security
in favor of the Indenture Trustee under the Indenture Security Agreement,
neither Party A nor Party B is permitted to assign, novate or transfer (whether
by way of security or otherwise) as a whole or in part any of its rights,
obligations or interests under this Agreement without the prior written consent
of the other parties.  Notwithstanding
the immediately foregoing sentence, Party A may transfer this Agreement to any
Person, including, without limitation, another of Party A’s offices, branches
or affiliates (“Transferee”) on five Business Days prior written notice
to Party B, the Trustee and the Rating Agencies (so long as the Notes are
Outstanding (as defined in the Indenture)); provided that, (i) if such
transfer is to an entity other than the Party A Credit Support Provider, such
notice shall be accompanied by a guarantee of the Party A Credit Support
Provider of such Transferee’s obligations in substantially the form of Exhibit
A hereto together with an opinion of counsel in form and substance reasonably
satisfactory to the Trustee to the effect that such Guarantee is valid, binding
and enforceable, or by a written confirmation from the Party A Credit Support
Provider together with an opinion of counsel, each in form and substance
reasonably satisfactory to the Trustee that the guarantee given in respect of
Party A is valid, binding and enforceable and will apply to the obligations of
the Transferee under this Agreement; (ii) as of the date of such transfer the
Transferee will not, as a result of such transfer, be required to withhold or
deduct on account of any Tax under Section 2(d)(i) (except in respect of
default interest) amounts in excess of that which Party A would, on the next
succeeding Scheduled Payment Date, have been required to so withhold or deduct
unless the Transferee would be required to make additional payments pursuant to
Section 2(d)(i)(4) corresponding to such excess except where the absence
of such requirement is due to the operation of Section 2(d)(i)(4)(A) or
(B); (iii) a Termination Event or Event of Default does not occur under this
Agreement as a result of such transfer; and (iv) the Rating Agencies have
confirmed in writing that such transfer will not result in a withdrawal or
reduction of their then-current Rating of the Notes.  Party A agrees to cause such Transferee to make, and Party B
agrees to make, such Payee Tax Representations and Payer Tax


 


8

















 


Representations as may be reasonably requested by the other party
immediately prior to such transfer.


 


Part
5


 


Other Provisions


 


(a)                            Recourse and Ranking. 
The obligations of Party B under this Agreement, and under any
Transaction executed hereunder, are solely the obligations of Party B.  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; provided that such accrued obligations shall not be extinguished
until paid in full.  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 transfer by Party A
shall be effective unless Party A obtains a Ratings Reaffirmation prior to such
transfer.


 


(e)                                  Amendment. 
No assignments, amendment, 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)                                    Capitalized Terms. 
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 GE Capital Credit Card


 


9

















 


Master Note Trust,
as Issuer Deutsche Bank Trust Company Americas, as Indenture Trustee, as
supplemented by an Indenture Supplement or amended from time to time (the “Indenture”).


 


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


 


As soon as possible after entering into a Transaction hereunder, Party
B shall complete a Confirmation in substantially the form set forth as an
exhibit to the 2000 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. (a “Confirmation”) setting forth the terms
agreed by the parties and shall execute and send two copies of such
Confirmation to Party A.  Upon execution
and return of one copy of the Confirmation by Party A, the terms set forth in the
Confirmation shall supersede and replace the original agreement, and such
telephone agreement or electronic messages shall thereafter cease to be of any
legal force or effect. Failure of Party A to sign and return a Confirmation
shall not affect the validity or enforceability of the relevant Transaction.


 


(h)                                 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.


 


(ii)                                  Section 4(a)(iii) of this Agreement
is modified by deleting the word “materially” in the sixth line thereof.


 


(iii)                               Gross Up.  The third line of Section 2(d)(i) of
this Agreement is hereby amended by the insertion before the phrase “of any
relevant gevernmental revenue authority” of the words “, application or
official interpretation” and the insertion of the words “(either generally or
with respect to a party to this Agreement)” after such phrase.


 


(iv)                              Section 14
Definitions.  The definition of “law” in
Section 14 is hereby amended by the insertion of the words “either
generally or with respect to a party to this Agreement” after the phrase “any
relevant governmental revenue authority” and the addition of the words “Change
in Tax Law,” before the words “and unlawful” in the second line.


 


(i)                                     Jurisdiction. 
Section 13(b) of this Agreement is hereby amended by: (i) deleting
the word “non-” in the second line of subparagraph (i)(2) thereof; (ii) adding
the words “except as necessary to pursue enforcement of the judgment of any
such court in other jurisdictions” to the last line of subparagraph (i)(2) thereof
and (iii), deleting paragraph (iii) thereof.


 


(j)                                     Definitions.  Reference is
hereby made to the 2000 ISDA Definitions (the “2000 Definitions”), as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”), and the
1998 ISDA FX and Currency Option Definitions (the “FX Definitions”, as
published by ISDA, The Emerging Markets Traders Association and The Foreign
Exchange Committee which are hereby incorporated by reference herein and shall
be deemed to be incorporated in each Confirmation


 


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hereunder. Any
terms used and not otherwise defined herein which are contained in the 2000
Definitions or the FX Definitions shall have the meaning set forth therein.


 


(k)                                  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 last sentence of the first paragraph of
Section 6(e) and the definition of “Set-off” in Section 14 of this
Agreement are deleted.


 


(l)                                     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.


 


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


 


(n)                                 Amendment to Indenture  Party B agrees that it shall not amend,
modify or waive any provisions in the Indenture or related documents 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.


 


(o)                                 Calculations
Upon Early Termination. 
Section 6(d)(i) of this Agreement shall be modified by the addition
of the following after the first sentence thereof: “If there are two Affected
Parties, the second party shall deliver such statement no later than one Local
Business Day (determined in respect of such second party) after the effective
date of the statement delivered by the first party.”


 


(p)                                 Compliance with Part 1(m).  Party A hereby covenants and agrees that it
shall comply with the requirements set forth in Part 1(m) of this Agreement.


 


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


 


	
   

  	
  AIG FINANCIAL PRODUCTS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen M.
  Furlong

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen M.
  Furlong

  
	
   

  	
   

  	
  Title:

  	
  Vice President,
  Chief Financial Officer

  
	
   

  	
   

  	
  and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE
  TRUST

  
	
   

  	
  By:  The Bank of New York
  (Delaware), not in its individual capacity, but solely on behalf of the Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K.
  Gullo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kristine K.
  Gullo

  
	
   

  	
   

  	
  Title:

  	
  Asst. Vice
  President

  
						



 


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