Exhibit 4.1


 


GE
CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


Series
2004-1 INDENTURE SUPPLEMENT


 


Dated as of June 23, 2004


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  Definitions

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
   

  
	
  SECTION 1.2.

  	
  Incorporation of Terms

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
  Creation of the Series 2004-1 Notes

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations
  and Warranties

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  Rights of Series 2004-1 Noteholders and
  Allocation and Application of Collections

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination
  of Interest and Principal

  	
   

  
	
  SECTION 4.2.

  	
  Establishment
  of Accounts

  	
   

  
	
  SECTION 4.3.

  	
  Calculations
  and Series Allocations

  	
   

  
	
  SECTION 4.4.

  	
  Application
  of Available Finance Charge Collections and Available Principal Collections

  	
   

  
	
  SECTION 4.5.

  	
  Distributions

  	
   

  
	
  SECTION 4.6.

  	
  Investor
  Charge-Offs

  	
   

  
	
  SECTION 4.7.

  	
  Reallocated
  Principal Collections

  	
   

  
	
  SECTION 4.8.

  	
  Excess
  Finance Charge Collections

  	
   

  
	
  SECTION 4.9.

  	
  Shared
  Principal Collections

  	
   

  
	
  SECTION 4.10.

  	
  Reserve
  Account

  	
   

  
	
  SECTION 4.11.

  	
  Spread
  Account

  	
   

  
	
  SECTION 4.12.

  	
  Investment
  of Accounts

  	
   

  
	
  SECTION 4.13.

  	
  Controlled
  Accumulation Period

  	
   

  
	
  SECTION 4.14.

  	
  Determination of LIBOR

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
  Delivery of Series 2004-1 Notes; Reports to
  Series 2004-1 Noteholders

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery
  and Payment for the Series 2004-1 Notes

  	
   

  
	
  SECTION 5.2.

  	
  Reports
  and Statements to Series 2004-1 Noteholders

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  Series 2004-1 Early Amortization Events

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series
  2004-1 Early Amortization Events

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  	
  Redemption of Series 2004-1 Notes; Final
  Distributions; Series Termination

  	
   

  
	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional
  Redemption of Series 2004-1 Notes; Final Distributions

  	
   

  
	
  SECTION 7.2.

  	
  Series
  Termination

  	
   

  
					



 


i

















 


	
  ARTICLE VIII

  	
  Miscellaneous Provisions

  	
   

  
	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification
  of Indenture; Amendments

  	
   

  
	
  SECTION 8.2.

  	
  Form
  of Delivery of the Series 2004-1 Notes

  	
   

  
	
  SECTION 8.3.

  	
  Counterparts

  	
   

  
	
  SECTION 8.4.

  	
  GOVERNING
  LAW

  	
   

  
	
  SECTION 8.5.

  	
  Limitation
  of Liability

  	
   

  
	
  SECTION 8.6.

  	
  Rights
  of the Indenture Trustee

  	
   

  
	
  SECTION 8.7.

  	
  Notice
  Address for Rating Agencies

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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 PAYMENT INSTRUCTIONS AND NOTIFICATION OF THE INDENTURE TRUSTEE

  	
   

  
	
  EXHIBIT
  C

  	
  FORM
  OF MONTHLY NOTEHOLDERS’ STATEMENT

  	
   

  
	
  EXHIBIT
  D

  	
  FORM
  OF MONTHLY SERVICER’S CERTIFICATE

  	
   

  
	
  EXHIBIT E-1

  	
  FORM OF CLASS A SWAP

  	
   

  
	
  EXHIBIT E-2

  	
  FORM OF CLASS B SWAP

  	
   

  
	
  EXHIBIT E-3

  	
  FORM OF CLASS C SWAP

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  PERFECTION
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
					



 


ii

















 


SERIES 2004-1
INDENTURE SUPPLEMENT, dated as of June 23, 2004 (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, between the
Transferor, RFS Funding Trust, the Issuer, Deutsche Bank Trust Company
Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture
Trustee, and as further amended by the Second Amendment to Master Indenture,
dated as of June 17, 2004 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 2004-1 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 (a) prior to the RFS
Funding Trust Termination Date, an “Addition Date” as such term is defined in
the Trust Receivables Purchase Agreement and (b) on or after the RFS Funding
Trust Termination Date, 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 2004-1 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


 


2

















 


on funds on deposit in 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(a),
(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),
and (f) any Net Swap Receipts for the related Transfer Date.


 


“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 2004-1 for application as Shared Principal Collections),
(ii) the aggregate amount to be treated as Available Principal Collections
pursuant to Sections 4.4(a)(vi) and (vii), 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)(xii) 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 Net Swap Payments, (c) the
amount required to be paid pursuant to Section 4.4(a)(i) and (d) the
Noteholder Servicing Fee, each with respect to the related Payment Date, and
the denominator of which is


 


3

















 


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


 


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


 


“Class A Counterparty” means AIG Financial
Products Corp. or the counterparty under any interest rate swap with respect to
the Class A Notes obtained pursuant to Section 4.15.


 


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


 


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


 


“Class A Net Interest Obligation” means, for
any Payment Date: (a) if there are Class A Net Swap Payments due on that
Payment Date, the sum of the Class A Net Swap Payments and the Class A Monthly
Interest for that Payment Date; (b) if there are Class A Net Swap Receipts due
on that Payment Date, the result of the Class A Monthly Interest for that
Payment Date, minus the Class A Net
Swap Receipts for that Payment Date; and (c) if the Class A Swap has terminated
for any reason, the Class A Monthly Interest for that Payment Date.


 


“Class A Net Swap Payment” means, with respect
to any Payment Date, any net amount payable by the Issuer under the Class A
Swap as a result of LIBOR being less than the Class A Swap Rate.  For the avoidance of doubt, Class A Net Swap
Payments do not include early termination payments or payment of breakage or
other miscellaneous costs.


 


“Class A Net Swap Receipt” means, with respect
to any Payment Date, any net amount payable by the Class A Counterparty as a
result of LIBOR being greater than the Class A Swap Rate.  For the avoidance of doubt, Class A Net Swap
Receipts do not include early termination payments.


 


“Class A Note Initial Principal Balance” means
$790,000,000.


 


“Class A Note Interest Rate” means a per annum
rate of 0.050% in excess of LIBOR as determined on the LIBOR Determination Date
for the applicable Interest Period.


 


“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
Regular Interest” is defined in Section 9.1(b).


 


4

















 


“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 A Swap” means an interest rate swap
agreement with respect to the Class A Notes between the Trust and the Class A
Counterparty substantially in the form of Exhibit
E-1 to this Indenture Supplement, or such other form as shall have
satisfied the Rating Agency Condition.


 


“Class A Swap Rate” means 3.736% per annum.


 


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


 


“Class B Counterparty” means AIG Financial
Products Corp. or the counterparty under any interest rate swap with respect to
the Class B Notes obtained pursuant to Section 4.15.


 


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


 


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


 


“Class B Net Interest Obligation” means, for
any Payment Date (a) if there are Class B Net Swap Payments due on that Payment
Date, the sum of the Class B Net Swap Payments and the Class B Monthly Interest
for that Payment Date; (b) if there are Class B Net Swap Receipts due on that
Payment Date, the result of the Class B Monthly Interest for that Payment Date,
minus the Class B Net Swap Receipts for
that Payment Date; and (c) if the Class B Swap has terminated for any reason,
the Class B Monthly Interest for that Payment Date.


 


“Class B Net Swap Payment” means, with respect
to any Payment Date, any net amount payable by the Issuer under the Class B
Swap as a result of LIBOR being less than the Class B Swap Rate.  For the avoidance of doubt, Class B Net Swap
Payments do not include early termination payments or payment of breakage or
other miscellaneous costs.


 


“Class B Net Swap Receipt” means, with respect
to any Payment Date, any net amount payable by the Class B Counterparty as a
result of LIBOR being greater than the Class B Swap Rate.  For the avoidance of doubt, Class B Net Swap
Receipts do not include early termination payments.


 


“Class B Note Initial Principal Balance” means
$110,000,000.


 


“Class B Note Interest Rate” means a per annum
rate of 0.300% in excess of LIBOR as determined on the LIBOR Determination Date
for the applicable Interest Period.


 


“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.


 


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


 


5

















 


“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
Regular Interest” is defined in Section 9.1(b).


 


“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 B Swap” means an interest rate swap
agreement between the Trust and the Class B Counterparty substantially in the
form of Exhibit E-2 to this Indenture
Supplement, or such other form as shall have satisfied the Rating Agency Condition.


 


“Class B Swap Rate”  means 3.736% per annum.


 


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


 


“Class C Counterparty” means AIG Financial
Products Corp. or the counterparty under any interest rate swap with respect to
the Class C Notes obtained pursuant to Section 4.15.


 


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


 


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


 


“Class C Net Interest Obligation” means, for
any Payment Date: (a) if there are Class C Net Swap Payments due on that
Payment Date, the sum of the Class C Net Swap Payments and the Class C Monthly
Interest for that Payment Date; (b) if there are Class C Net Swap Receipts due
on that Payment Date, the result of the Class C Monthly Interest for that Payment
Date, minus the Class C Net Swap
Receipts for that Payment Date; and (c) if the Class C Swap has terminated for
any reason, the Class C Monthly Interest for that Payment Date.


 


“Class C Net Swap Payment” means, with respect
to any Payment Date, any net amount payable by the Issuer under the Class C
Swap as a result of LIBOR being less than the Class C Swap Rate.  For the avoidance of doubt, Class C Net Swap
Payments do not include early termination payments or payment of breakage or
other miscellaneous costs.


 


“Class C Net Swap Receipt” means, with respect
to any Payment Date, any net amount payable by the Class C Counterparty as a
result of LIBOR being greater than the Class C Swap Rate.  For the avoidance of doubt, Class C Net Swap
Receipts do not include early termination payments.


 


“Class C Note Initial Principal Balance” means
$52,500,000.


 


“Class C Note Interest Rate” means a per annum
rate of 0.550% in excess of LIBOR as determined on the LIBOR Determination Date
for the applicable Interest Period.


 


6

















 


“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
Regular Interest” is defined in Section 9.1(b).


 


“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).


 


“Class C Swap” means an interest rate swap
agreement with respect to the Class C Notes between the Trust and the Class C
Counterparty substantially in the form of Exhibit
E-3 to this Indenture Supplement, or such other form as shall have
satisfied the Rating Agency Condition.


 


“Class C Swap Rate” means 3.736% per annum.


 


“Closing Date” means June 23, 2004.


 


“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 2004-1 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.


 


“Controlled Accumulation Amount” means, for
any Transfer Date with respect to the Controlled Accumulation Period,
$95,250,000; provided, however, that if the Controlled Accumulation
Period Length is determined to be less than or more than ten 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
Transfer Date.


 


“Controlled Accumulation Period” means, unless
an Early Amortization Event shall have occurred prior thereto, the period
commencing at the opening of business on July 22, 2006 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.


 


7

















 


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


 


“Counterparty” means the Class A Counterparty,
the Class B Counterparty or the Class C Counterparty.


 


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


 


(a) the product of (i) the Class A Net Interest Obligation 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) the product of (i) the Class B Net Interest Obligation 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) the product of (i) the Class C Net Interest Obligation 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.


 


“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.


 


“Designated
Maturity” means, for any LIBOR Determination Date, one month; provided that
LIBOR for the initial Distribution Period will be determined by straight-line
interpolation (based on the actual number of days in the initial Interest
Period) between two rates determined in accordance with the definition of
LIBOR, one of which will be determined for a Designated Maturity of one month
and the other of which will be determined for a Designated Maturity of two
months.


 


8

















 


“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
2004-1 Early Amortization Event is deemed to occur and ending on the Final
Payment Date.


 


“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
June 2007 Payment Date.


 


“FASIT”
means a “financial asset securitization investment trust” within the meaning of
section 860L of the Code.


 


“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 2004-1 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.


 


“Initial Collateral Amount” means
$1,000,000,000, 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
$47,500,000.


 


9

















 


“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 2004-1 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 2004-1
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.


 


“LIBOR” means, for any Interest Period, the
London interbank offered rate for one-month United States dollar deposits
determined by the Indenture Trustee for each Interest Period in accordance with
the provisions of Section 4.14.


 


“LIBOR Determination Date” means (i)
June 21, 2004 for the period from and including the Closing Date through
and including August 15, 2004 and (ii) the second London Business Day
prior to the commencement of the second and each subsequent Interest Period.


 


“London Business Day” means any day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.


 


“Minimum Free Equity Percentage” means, for
purposes of Series 2004-1, 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%.


 


10

















 


“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.


 


“Monthly Period” means, as to each Payment
Date, the period beginning on the 22nd day of the second preceding
calendar month and ending on the 21st day of the immediately
preceding calendar month; provided that
the Monthly Period related to the August 16, 2004 Payment Date shall mean
the period from and including the Closing Date to and including July 21,
2004.


 


“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) $210,000,000 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) $100,000,000 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) $47,500,000 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.


 


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


 


“Net Swap Payments” means, for any Payment
Date, collectively, the Class A Net Swap Payment, the Class B Net Swap Payment
and the Class C Net Swap Payment for such Payment Date.


 


“Net Swap Receipts” means, for any Payment
Date, collectively, the Class A Net Swap Receipt, the Class B Net Swap Receipt
and the Class C Net Swap Receipt for such Payment Date.


 


11

















 


“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 equal to $1,611,111.11.


 


“Ownership Interest”
means the interest issued by the RFS FASIT which (i) represents solely the
right to receive amounts specified in Section 4.4(a)(xii) to be
paid to the Issuer and (ii) represents the sole “ownership interest” in the RFS
FASIT within the meaning of section 860L of the Code.


 


“Payment Date” means August 16, 2004 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).


 


“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 Aggregate
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 August 2004 Payment Date, the Excess Spread Percentage
for the Monthly Period relating to such Payment Date, (b) with respect to the
September 2004 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 August 2004 Payment Date and (ii) the
Excess Spread Percentage for the Monthly


 


12

















 


Period relating to the September 2004 Payment Date and the
denominator of which is two, and (c) with respect to the October 2004
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, Moody’s
and S&P.


 


“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.


 


“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 2004-1
Noteholders, (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 2004-1 Noteholders on a prior Payment Date and (iv) any amounts
owing to any Counterparty pursuant to the terms of the Class A Swap, Class B
Swap or Class C Swap.


 


“Reference Banks” means four major banks in
the London interbank market selected by the Servicer.


 


“Related
Interest” is defined in Section 9.1(b).


 


“Removal Date” means (a) prior to the RFS
Funding Trust Termination Date, the “Removal Date” as such term is defined in
the Trust Receivables Purchase Agreement and (b) on or after the RFS Funding
Trust Termination Date, 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 3.0% 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


 


13

















 


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 2004-1.


 


“Required Spread Account Amount” means, for
any Payment Date, 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 2004-1 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.


 


“Reserve Account Funding Date” means the
Transfer Date selected by the Servicer on behalf of the Issuer which occurs not
later than the earliest of the Transfer 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 or any Series under (and as defined in) the RFS
Funding Trust Agreement has been paid in full, Principal Receivables for that
Series are removed from the Receivables 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.


 


14

















 


“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.


 


“RFS FASIT”
means the Trust Estate designated as a FASIT within the meaning of
section 860L of the Code.


 


“RFS Funding Trustee” means Deutsche Bank
Trust Company Delaware, not in its individual capacity but solely in its
capacity as trustee under the RFS Funding Trust Agreement.


 


“Series
Accounts” is defined in Section 4.2.


 


“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 Receivables 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.


 


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


 


“Series Maturity Date” means, with respect to
Series 2004-1, the June 2010 Payment Date.


 


“Series 2004-1” means the Series of Notes the
terms of which are specified in this Indenture Supplement.


 


“Series 2004-1 Early Amortization Event” is
defined in Section 6.1.


 


“Series 2004-1 Excess Finance Charge
Collections” means Excess Finance Charge Collections allocated from other
Series in Group One to Series 2004-1 pursuant to Section 8.6 of the
Indenture.


 


“Series 2004-1 Note” means a Class A Note, a
Class B Note or a Class C Note.


 


“Series 2004-1 Noteholder” means a Class A
Noteholder, a Class B Noteholder or a Class C Noteholder.


 


“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.


 


15

















 


“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, at any
time, the excess, if any, of the Excess Collateral Amount over the Required
Excess Collateral Amount.


 


“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 2004-1.


 


ARTICLE II

CREATION OF THE SERIES 2004-1 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 2004-1”
or the “Series 2004-1 Notes.”  The Series 2004-1 Notes shall be issued in
three Classes, known as the “Class A Series 2004-1
Floating Rate Asset Backed Notes,” the “Class
B Series 2004-1 Floating Rate Asset Backed Notes,” and the “Class C Series 2004-1 Floating Rate Asset Backed Notes.”


 


(b)                                 Series
2004-1 shall be included in Group One and shall be a Principal Sharing
Series.  Series 2004-1 shall be an
Excess Allocation Series with respect to Group One only.  Series 2004-1 shall not be subordinated to
any other Series.


 


(c)                                  The
Series 2004-1 Notes shall be issued in minimum denominations of $100,000 and in
integral multiples of $1,000..


 


16

















 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


SECTION 3.1.  Representations and Warranties.  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.


 


ARTICLE IV

RIGHTS OF SERIES 2004-1 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 the
actual number of days in the related Interest Period 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 Class A Monthly
Interest for the first Interest Period will be $1,689,774.45.


 


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 the actual number of days
in the related Interest Period 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 the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class B Note Interest Rate in
effect with respect to the related Interest Period 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 Class B Monthly Interest for the first Interest Period will be
$276,535.05.


 


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


 


17

















 


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 the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class B Note Interest Rate in
effect with respect to the related Interest Period 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.


 


(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 the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class C Interest Rate in effect
with respect to the related Interest Period 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 Class C Monthly Interest for the first Interest Period will be
$151,670.14.


 


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 the actual number of days in the related Interest Period
and the denominator of which is 360, (ii) the Class
C Note Interest Rate in effect with respect to the related Interest Period 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 month following
the month 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 such
Payment Date, (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.


 


18

















 


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 (collectively, the “Series Accounts”) 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 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 2004-1 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 Transfer 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


 


19

















 


Principal Account (in the case of Collections
of Principal Receivables (not including any Shared Principal Collections
allocated to Series 2004-1 pursuant to Section 8.5
of the Indenture)).


 


(b)                                 Allocations
to the Series 2004-1 Noteholders. 
The Issuer shall on each Date of Processing, allocate to the Series
2004-1 Noteholders the following amounts as set forth below:


 


(i)                                     Allocations of Finance Charge Collections.  The Issuer shall allocate to the Series
2004-1 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 shall deposit such amount into the Finance Charge
Account; provided that, so long as,
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 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 RFS Funding Trustee, the Trustee and the
Administrator on the related Payment Date, (B) the Net Interest Obligation 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


 


20

















 


in the Finance Charge Account and applied on such Transfer 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 such Transfer 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
2004-1 Noteholders the following amounts as set forth below:


 


(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 2004-1 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 2004-1
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 2004-1 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


 


21

















 


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 2004-1 Noteholders and transferred to the Principal Account
until applied as 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 Transfer 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 the following amounts, to the extent allocated to Series 2004-1 pursuant to
Section 8.4(d) of the Indenture: 
on a pari passu basis (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 RFS
Funding Trustee of the accrued and unpaid fees and other amounts owed to the
RFS Funding Trustee up to a maximum amount of $25,000 for each calendar year,
(C) the payment to the Trustee of the accrued and unpaid fees and other amounts
owed to Trustee up to a maximum amount of $25,000 for each calendar year and
(D) 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 to the Issuer on a prior Transfer Date, shall
be paid to the Servicer;


 


22

















 


(iii)                               on
a pari passu basis (A) 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, and (B) any Class A Net
Swap Payments for such Payment Date and any unpaid Class A Net Swap Payments
owed to the Class A Counterparty in respect of any prior Payment Date shall be
paid to the Class A Counterparty;


 


(iv)                              on
a pari passu basis (A) 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, and (B) any Class B Net
Swap Payment for such Payment Date shall be paid to the Class B Counterparty
and any unpaid Class B Net Swap Payments owed to the Class B Counterparty in
respect of any prior Payment Date;


 


(v)                                 on
a pari passu basis (A) 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, and
(B) any Class C Net Swap Payment for such Payment Date and any unpaid Class C
Net Swap Payments owed to the Class C Counterparty in respect of any prior
Payment Date shall be paid to the Class C Counterparty;


 


(vi)                              an
amount equal to the Investor Default Amount and any Investor Uncovered Dilution
Amount for such Payment Date 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 Transfer 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 Transfer 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;


 


23

















 


(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)                                   on
a pari passu basis (A) an amount equal to any partial or early termination
payments or other additional payments owed to the Class A Counterparty under
the Class A Swap shall be paid to the Class A Counterparty, (B) an amount equal
to any partial or early termination payments or other additional payments owed
to the Class B Counterparty under the Class B Swap shall be paid to the Class B
Counterparty and (C) an amount equal to any partial or early termination
payments or other additional payments owed to the Class C Counterparty under
the Class C Swap shall be paid to the Class C Counterparty;


 


(xi)                                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 2004-1 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


 


(xii)                             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
shall first be used to pay Monthly Principal pursuant to Section 4.4(c) to
the extent not paid in full from Available Principal Collections pursuant to Section 4.4(c),
and any amounts remaining after payment in full of the Monthly Principal shall,
subject to the following proviso, be paid to the Issuer in respect of the
Ownership Interest; and provided, further, if GE Capital’s long-term
unsecured debt is rated Aa2 or lower by Moody’s or AA or lower by S&P and
the Free Equity Amount (determined after giving effect to any transfer of
Principal Receivables to the Issuer on such date and any deposits to the Excess
Funding Account pursuant to Article VIII of the Master Indenture), is less
than the Minimum Free Equity Amount, the portion of the Excess Finance Charge
Collections that would otherwise be paid to the Transferor in accordance with
Section 8.6 of the Indenture, to the extent not applied to pay Monthly
Principal pursuant to the preceding proviso, shall be deposited in the Excess
Funding Account in an amount equal to the excess of the Minimum Free Equity
Amount over the Free Equity Amount, and any amount remaining after such deposit
shall be paid to the Issuer in respect of the Ownership Interest.


 


(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:


 


24

















 


(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 such Transfer 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 such
Transfer Date and on the related 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.


 


(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
the preceding Transfer 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 the preceding Transfer 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 the preceding Transfer Date.


 


(e)                                  On
the earlier to occur of (i) the first Transfer Date with respect to the Early
Amortization Period and (ii) the Transfer Date immediately preceding 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 the related
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.


 


(f)                                    The
Issuer shall distribute any funds received in respect of the Ownership Interest
to RFS Holding, L.L.C. as a distribution on RFS Holding, L.L.C.’s beneficial
interest in the Issuer.


 


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


 


25

















 


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 2004-1 Noteholder (at such Noteholder’s address as it appears in the
Note Register), except that for any Series 2004-1 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 2004-1 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 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 2004-1 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 2004-1 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 2004-1 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


 


26

















 


Series 2004-1 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 (xi) 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 2004-1 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 2004-1 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 2004-1 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 Expected Principal Payment Date,
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) and (c) for any Transfer
Date relating to any Payment Date on or after the Expected Principal Payment
Date, 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 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 such Transfer Date.  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)
with respect to such Transfer 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 for such Transfer 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


 


27

















 


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 for the Class C Notes, the Issuer,
after the prior payment of all amounts owing to the Series 2004-1 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 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
2004-1 that has resulted in the acceleration of the Series 2004-1 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 2004-1 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 Transfer 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 Transfer Date, the amount on deposit in the Spread Account
exceeds the


 


28

















 


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 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 2004-1 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 July 22, 2006; 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


 


29

















 


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.  Determination of LIBOR.


 


(a)                                  On
each LIBOR Determination Date in respect of an Interest Period, the Indenture
Trustee shall determine LIBOR on the basis of the rate per annum displayed in
the Bloomberg Financial Markets system as the composite offered rate for London
interbank deposits for a period of the Designated Maturity, as of 11:00 a.m.,
London time, on that date.  If that rate
does not appear on that display page, LIBOR for that Interest Period will be the
rate per annum shown on page 3750 of the Bridge Telerate Services Report screen
or any successor page as the composite offered rate for London interbank
deposits for a one-month period, as shown under the heading “USD” as of 11:00
a.m., London time, on the LIBOR Determination Date.  If no rate is shown as described in the preceding two sentences,
LIBOR for that Interest Period will be the rate per annum based on the rates at
which Dollar deposits for a period of the Designated Maturity are displayed on
page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as
may replace the LIBOR page on that service for the purpose of displaying London
interbank offered rates of major banks as of 11:00 a.m., London time, on the
LIBOR Determination Date; provided that if at least two rates appear on
that page, the rate will be the arithmetic mean of the displayed rates and if
fewer than two rates are displayed, or if no rate is relevant, the rate for
that Interest Period shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for period of the Designated Maturity.  The Indenture Trustee shall request the
principal London office of each of the Reference Banks to provide a quotation
of its rate.  If at least two (2) such
quotations are provided, the rate for that Interest Period shall be the
arithmetic mean of the quotations.  If
fewer than two (2) quotations are provided as requested, the rate for that
Interest Period will be the arithmetic mean of the rates quoted by major banks
in New York City, selected by the Servicer, at approximately 11:00 a.m., New
York City time, on that day for loans in United States dollars to leading European
banks for a period of the Designated Maturity.


 


(b)                                 The
Class A Note Interest Rate, Class B Note Interest Rate and Class C Note
Interest Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Indenture Trustee at its
corporate trust office at (800) 735-7777 or such other telephone number as
shall be designated by the Indenture Trustee for such purpose by prior written
notice by the Indenture Trustee to each Series 2004-1 Noteholder from time to
time.


 


(c)                                  On
each LIBOR Determination Date, the Indenture Trustee shall send to the Issuer
by facsimile transmission, notification of LIBOR for the following Interest
Period.


 


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SECTION 4.15.  Swaps.  (a) On or prior to the Closing Date, the Issuer shall enter into
a Class A Swap with the Class A Counterparty, a Class B Swap with the Class B
Counterparty and a Class C Swap with the Class C Counterparty for the benefit
of the Class A Noteholders, the Class B Noteholders and the Class C
Noteholders, respectively.  The
aggregate notional amount under the Class A Swap shall, at any time, be equal
to the Class A Note Principal Balance at such time.  The aggregate notional amount under the Class B Swap shall, at
any time, be equal to the Class B Note Principal Balance at such time.  The aggregate notional amount under the
Class C Swap shall, at any time, be equal to the Class C Note Principal
Balance.  The Issuer shall cause the
Class A Counterparty, the Class B Counterparty or the Class C Counterparty to
deposit Net Swap Receipts payable in the Collection Account.  On any Payment Date when there shall be a
Class A Net Swap Payment, the Issuer shall pay such Class A Net Swap Payment
subject to the priority of payments set forth in Section 4.4(a)(iii).  On any Payment Date when there shall be a
Class B Net Swap Payment, the Issuer shall pay such Class B Net Swap Payment
subject to the priority of payments set forth in Section 4.4(a)(iv).  On any Payment Date when there shall be a
Class C Net Swap Payment, the Issuer shall pay such Class C Net Swap Payment
subject to the priority of payments set forth in Section 4.4(a)(v).  On any Payment Date when there shall be
early termination payments or any other miscellaneous payments payable by the
Issuer to the Counterparties, the Issuer shall pay such amounts subject to the
priority of payments set forth in Section 4.4(a)(x).


 


(b)                                 When
required under the terms of the existing Class A Swap, Class B Swap or Class C
Swap, the Issuer shall obtain a replacement Class A Swap, Class B Swap or Class
C Swap, as applicable, upon satisfaction of the Rating Agency Condition.


 


ARTICLE V

DELIVERY OF SERIES 2004-1 NOTES;

REPORTS TO SERIES 2004-1 NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 2004-1 Notes.


 


The Issuer shall
execute and issue, and the Indenture Trustee shall authenticate, the Series
2004-1 Notes in accordance with Section 2.2
of the Indenture.  The Indenture Trustee
shall deliver the Series 2004-1 Notes to or upon the written order of the
Issuer when so authenticated.


 


SECTION 5.2.  Reports and Statements to Series 2004-1 Noteholders.


 


(a)                                  On
each Payment Date, the Issuer shall forward to each Series 2004-1 Noteholder a
statement substantially in the form of Exhibit C.


 


(b)                                 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 (i) a statement substantially in the form of Exhibit B prepared by the Servicer and (ii) a
certificate of an Authorized Officer substantially in the form of Exhibit D; provided
that the Issuer may amend the form of Exhibit B
from time to time, with the prior written consent of the Indenture Trustee.


 


(c)                                  A
copy of each statement or certificate provided pursuant to paragraph (a)
or (b) may be obtained by any Series 2004-1 Noteholder by a request in writing
to the Issuer.


 


31

















 


(d)                                 On
or before January 31 of each calendar year, beginning with
January 31, 2005, the Issuer shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a Series
2004-1 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 2004-1 EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 2004-1 Early Amortization Events.  If any one of the following events shall
occur with respect to the Series 2004-1 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
2004-1 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 been given to the Transferor by the Indenture Trustee,
or to the Transferor and the Indenture Trustee by any Noteholder of the Series
2004-1 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 2004-1 Notes and as a result of which the interests of the Series
2004-1 Noteholders are materially and adversely affected for such period; provided,
however, that a Series 2004-1 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 Trust Receivables Purchase Agreement or the
Transfer Agreement to convey Transferred Receivables in Additional Accounts or
Participations to the Receivables Trust when it is required to convey such
Transferred Receivables pursuant to Section 2.6(a)
of the Trust Receivables Purchase Agreement or the Transfer Agreement;


 


32

















 


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


 


(e)                                  the
Portfolio Yield averaged over three consecutive Monthly Periods is less than
the Base Rate averaged over the same Monthly Periods;


 


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


 


(g)                                 the
Class A Counterparty, the Class B Counterparty or the Class C Counterparty
shall fail to pay any net amount payable by such Counterparty under the Class A
Swap, Class B Swap or the Class C Swap, as applicable, as a result of LIBOR
being greater than the Class A Swap Rate, Class B Swap Rate or the Class C Swap
Rate, as applicable, and such failure is not cured within five Business Days;


 


(h)                                 the
Class A Swap shall terminate prior to the earlier of the payment in full of the
Class A Notes and the Series Maturity Date if the Issuer shall fail to enter
into a replacement Class A Swap in accordance with subsection 4.15(b); the
Class B Swap shall terminate prior to the earlier of the payment in full of the
Class B Notes and the Series Maturity Date if the Issuer shall fail to enter
into a replacement Class B Swap in accordance with subsection 4.15(b); or
the Class C Swap shall terminate prior to the earlier of the payment in full of
the Class C Notes and the Series Maturity Date if the Issuer shall fail to
enter into a replacement Class C Swap in accordance with
subsection 4.15(b); or


 


(i)                                     without
limiting the foregoing, the occurrence of an Event of Default with respect to
Series 2004-1 and acceleration of the maturity of the Series 2004-1 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 2004-1 Notes evidencing
more than 50% of the aggregate unpaid principal amount of Series 2004-1 Notes
by notice then given in writing to the Issuer (and to the Indenture Trustee if
given by the Series 2004-1 Noteholders) may declare that a “Series Early
Amortization Event” with respect to Series 2004-1 (a “Series 2004-1 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), (g),
(h) or (i) a Series 2004-1 Early Amortization Event shall occur
without any notice or other action on the part of the Indenture Trustee or the
Series 2004-1 Noteholders immediately upon the occurrence of such event.


 


ARTICLE VII

REDEMPTION OF SERIES 2004-1 NOTES; FINAL DISTRIBUTIONS; SERIES

TERMINATION


 


SECTION 7.1.  Optional Redemption of Series 2004-1 Notes; Final
Distributions.


 


(a)                                  On
any day occurring on or after the date on which the outstanding principal
balance of the Series 2004-1 Notes is reduced to 10% or less of the initial
outstanding principal balance of Series 2004-1 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


 


33

















 


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 2004-1 shall be reduced to zero
and the Series 2004-1 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 2004-1 in connection with a reassignment of Transferred
Receivables to the Transferor pursuant to Section 6.1(d)
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 2004-1 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 2004-1, 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 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


 


34

















 


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) on a pari passu basis, (A) any amounts owed to the Counterparty under
the Class A Swap will be paid to the Class A Counterparty, (B) any amounts owed
to the Class B Counterparty under the Class B Swap will be paid to the Class B
Counterparty and (C) any amounts owed to the Class C Counterparty under the
Class C Swap will be paid to the Class C Counterparty and (v) 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 2004-1 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 10.1
or 10.2 of the Indenture.  For purposes of the application of Section 10.2 to any amendment of this
Indenture Supplement, the Series 2004-1 Noteholders shall be the only
Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of Delivery of the Series 2004-1 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, 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


 


35

















 


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 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.


 


36

















 


SECTION 8.5.  Limitation of Liability. 
Notwithstanding any other provision herein or elsewhere, this Agreement
has been executed and delivered by The Bank of New York (Delaware), not in its
individual capacity, but solely in its capacity as Trustee of the Trust, in no
event shall The Bank of New York (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 address:


 


Fitch Ratings

One State Street Plaza

New York, NY 10004 

Facsimile: (212)-514-9879


 


Moody’s Rating Service

99 Church Street

New York, NY 10007 

Facsimile:  (212) 553-3856


 


Standard & Poor’s

Structured Finance Surveillance

55 Water Street

New York, NY 10041

Facsimile: (212) 438-2648


 


ARTICLE IX

FASIT MATTERS


 


SECTION 9.1.  
FASIT Administration. 
(a)  FASIT Matters.  An election has been made to treat the Trust
Estate as a FASIT known as the RFS FASIT. 
December 30, 2002 was designated as the “Startup Day” of the RFS
FASIT within the meaning of section 860L(d)(1) of the Code.  The Ownership Interest was designated as the
single class of “ownership interest” (within the meaning of
section 860L(b)(2) of the Code) in the RFS FASIT.  Notwithstanding any provision of the
Indenture or this Indenture Supplement to the contrary, each class of Series
2004-1 Regular Interests shall mature on or before December 1, 2020.


 


(b)                                 Series
2004-1 Regular Interests.  Each
Class of Notes is hereby designated a separate class of “regular interests” in
the RFS FASIT within the meaning of section 860L(b)(1)(A) of the Code and
each Note is hereby designated a separate “regular interest” within such
Class.  Each of the Class A Notes is
hereby designated a “Class A Regular Interest,”


 


37

















 


each of the Class B Notes
is hereby designated a “Class B Regular Interest” and each of the Class
C Notes is hereby designated a “Class C Regular Interest” (the Class A
Regular Interests, the Class B Regular Interests and the Class C Regular
Interests being referred to collectively as the “Series 2004-1 Regular
Interests”).  The Series 2004-1
Regular Interest shall bear interest at a rate equal to the rate of interest on
the related Class A Note, Class B Note or Class C Note, as applicable (such
related interest, a “Related Interest”).  The rate of interest on each Related Interest is intended to
qualify as a qualifying variable rate under section 860L(b)(1)(A)(ii) of
the Code.  Interest shall be paid on
each Class of Series 2004-1 Regular Interest at the same times as Interest is
paid on the Class A Notes, Class B Notes and Class C Notes (which Interest
shall be allocated among the Series 2004-1 Regular Interests in proportion to
the amount of Interest owning on the respective Related Interests if there is
more than one class of such Series 2004-1 Regular Interests and Interest with
respect to each class is not paid in full). 
The principal amount of each Series 2004-1 Regular Interest shall equal
the respective amount of the Class A Note Principal Balance, Class B Note
Principal Balance or Class C Note Principal Balance, as applicable, with
respect to the Related Interest for such Series 2004-1 Regular Interest.


 


(c)                                  Payment
of Principal on Class A Regular Interests. 
On each Payment Date, beginning with the Payment Date in the month
following the month in which the Controlled Accumulation Period or, if earlier,
the Early Amortization Period, begins, the principal amount of each Class A
Regular Interest related to a Class A Note shall be reduced by such Class A
Note’s pro rata share of an amount equal to the least of (i) the Available
Principal Collections on deposit in the Principal Account with respect to such
Payment Date, (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.


 


(d)                                 Payment
of Principal on Class B Regular Interests. 
On each Payment Date, beginning with the Payment Date in the month
following the month in which the Controlled Accumulation Period or, if earlier,
the Early Amortization Period, begins, the principal amount of each Class B
Regular Interest related to a Class B Note shall be reduced by such Class B
Note’s pro rata share of an amount equal to the least of (i) the Available
Principal Collections on deposit in the Principal Account with respect to such
Payment Date, (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.


 


(e)                                  Payment
of Principal on Class C Regular Interests. On each Payment Date, beginning
with the Payment Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Early Amortization Period, begins, the
principal amount of each Class C Regular Interest related to a Class C Note
shall be reduced by such Class C Note’s pro rata share of an amount equal to
the least of (i) the Available Principal Collections on deposit in the
Principal Account with respect to such Payment Date, (ii) for each Payment Date
with respect to the Controlled Accumulation Period, the Controlled Deposit
Amount for such


 


38

















 


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.


 


(f)                                    The
Issuer hereby agrees to take such further actions as may be required to
effectuate this Article IX and the intent that the RFS FASIT be
treated as a FASIT.


 


[SIGNATURE PAGE FOLLOWS]


 


39

















 


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:

  	
  The
  Bank of New York (Delaware), not in its individual capacity, but as Trustee
  on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Kristine K. Gullo

  
	
   

  	
   

  	
  Name:

  	
  Kristine
  K. Gullo

  
	
   

  	
   

  	
  Title:

  	
  Asst.
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Susan Barstock

  
	
   

  	
   

  	
  Name:

  	
  Susan
  Barstock

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


S-1



















EXHIBIT A-1


FORM OF CLASS A SERIES 2004-1 FLOATING RATE 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
INSTITUTE AGAINST RFS FUNDING TRUST OR 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”)) OR (C) AN ENTITY WHOSE
UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED


 


A-1-1

















 


IN (A) OR (B) ABOVE OR (II) ITS ACQUISITION,
CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.


 


A-1-2

















 


	
  REGISTERED

  	
   

  	
  $

  	
   

  
	
  No. R -

  	
   

  	
   

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
									



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2004-1


 


CLASS A SERIES 2004-1 FLOATING RATE 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 June 2010 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 June 2010 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 and the actual number of days elapsed.  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.


 


A-1-3

















 


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: THE BANK OF NEW YORK (DELAWARE),

  not in its individual capacity but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
							



 


A-1-4

















 


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

  



 


A-1-5

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2004-1


 


CLASS A SERIES 2004-1 FLOATING RATE 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 2004-1 (the “Series 2004-1 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 June 23, 2004 (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, MONOGRAM CREDIT CARD BANK OF
GEORGIA, 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.


 


A-1-6

















 


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.


 


A-1-7

















 


EXHIBIT A-2


FORM OF CLASS B SERIES 2004-1 FLOATING RATE 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
INSTITUTE AGAINST RFS FUNDING TRUST OR 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”)) OR (C) AN ENTITY WHOSE
UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED


 


A-2-1

















 


IN (A) OR (B) ABOVE OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.


 


A-2-2

















 


	
  REGISTERED

  	
   

  	
  $

  	
   

  
	
  No. R -

  	
   

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
								



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2004-1


 


CLASS B SERIES 2004-1 FLOATING RATE 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 June 2010 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 June 2010 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 and the actual number of days elapsed.  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.


 


A-2-3

















 


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: THE BANK OF NEW YORK (DELAWARE),

  not in its individual capacity but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
							



 


A-2-4

















 


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:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-2-5

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2004-1


 


CLASS B SERIES 2004-1 FLOATING RATE 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 2004-1 (the “Series 2004-1 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 June 23, 2004 (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, MONOGRAM CREDIT CARD BANK OF
GEORGIA, 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.


 


A-2-6

















 


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.


 


A-2-7

















 


EXHIBIT A-3


FORM OF CLASS C SERIES 2004-1 FLOATING RATE 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
INSTITUTE AGAINST RFS FUNDING TRUST OR 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”)) OR (C) AN ENTITY WHOSE
UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED


 


A-3-1

















 


IN (A) OR (B) ABOVE OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.


 


A-3-2

















 


	
  REGISTERED

  	
   

  	
  $

  	
   

  
	
  No. R -

  	
   

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
								



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2004-1


 


CLASS C SERIES 2004-1 FLOATING RATE]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 June 2010 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 June 2010 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 and the actual number of days elapsed.  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.


 


A-3-3

















 


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: THE BANK OF NEW YORK (DELWARE),

  not in its individual capacity but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
							



 


A-3-4

















 


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

  



 


A-3-5

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2004-1


 


CLASS C SERIES 2004-1 FLOATING RATE 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 2004-1 (the “Series 2004-1 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 June 23, 2004 (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, MONOGRAM CREDIT CARD BANK OF
GEORGIA, 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.


 


A-3-6

















 


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.


 


A-3-7

















 


EXHIBIT B


 


FORM OF MONTHLY PAYMENT INSTRUCTIONS AND

NOTIFICATION TO INDENTURE TRUSTEE


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST

SERIES 2004-1


 


The undersigned, a duly authorized
representative of Monogram Credit Card Bank of Georgia, as Servicer, pursuant
to the Indenture (as defined below), does hereby certify as follows:


 


A.            Capitalized
terms used in this Certificate have their respective meanings set forth in the
Master Indenture dated as of September 25, 2003 (as amended, the “Indenture”)
between the 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 2004-1 Indenture Supplement dated as of
June 23, 2004 between the Issuer and Indenture Trustee (as amended and
supplemented, the “Indenture Supplement”).


 


B.            The
undersigned is an Authorized Officer of the Issuer.


 


I.              INSTRUCTION TO
MAKE A WITHDRAWAL


 


Pursuant to Section 4.4, the Servicer
does hereby instruct the Indenture Trustee (i) to make a withdrawal from the
Distribution Account (or other Series Account as specified below) on
                         ,
200   , which date is a Payment Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Finance Charge
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.4(a):


 


	
  A.

  	
  Pursuant to Section
  4.4(a)(i):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Unpaid Fees
  and other amounts owed to Indenture Trustee

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Unpaid Fees
  and other amounts owed to RFS Funding Trustee

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Unpaid Fees
  and other amounts owed to Trustee

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Unpaid Fees
  and other amounts owed to Administrator

  	
  $

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Pursuant to Section
  4.4(a)(ii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Noteholder
  Servicing Fee for such Payment Date, plus the amount of any Noteholder Servicing Fee previously due but not
  distributed to the Servicer on a prior Payment Date

  	
  $

  



 


B-1

















 


	
  C.

  	
  Pursuant to Section
  4.4(a)(iii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Class A
  Monthly Interest for the preceding Interest Period

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Monthly
  Interest previously due but not distributed to Class A Noteholders

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Additional
  Interest previously due but not distributed to Class A Noteholders

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Class A Net
  Swap Payment

  	
  $

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Pursuant to Section
  4.4(a)(iv):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Class B
  Monthly Interest for the preceding Interest Period

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Monthly
  Interest previously due but not distributed to Class B Noteholders

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Additional
  Interest previously due but not distributed to Class B Noteholders

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Class B Net
  Swap Payment

  	
  $

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Pursuant to Section
  4.4(a)(iv):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Noteholder
  Servicing Fee for such Payment Date, plus  the amount of
  any Noteholder Servicing Fee previously due but not distributed to the
  Servicer on a prior Payment Date

  	
  $

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Pursuant to Section
  4.4(a)(v):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Class C
  Monthly Interest for the preceding Interest Period

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Monthly
  Interest previously due but not distributed to Class C Noteholders

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Additional
  Interest previously due but not distributed to Class C Noteholders

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Class C Net
  Swap Payment

  	
  $

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Pursuant to Section
  4.4(a)(vi) from the Principal Account:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Investor
  Default Amount to be treated as Available Principal Collections

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Investor
  Uncovered Dilution Amount for such Payment Date to be treated as Available
  Principal Collections

  	
  $

  



 


B-2

















 


	
  G.

  	
  Pursuant to Section
  4.4(a)(vii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Investor
  Charge Offs and the amount of Reallocated Principal Collections not
  previously reimbursed to be treated as Available Principal Collections

  	
  $

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Pursuant to Section
  4.4(a)(viii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount to be
  deposited into the Reserve Account

  	
  $

  
	
   

  	
   

  	
   

  
	
  I.

  	
  Pursuant to Section
  4.4(a)(ix)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount to be
  deposited in the Spread Account

  	
  $

  
	
   

  	
   

  	
   

  
	
  J.

  	
  Pursuant to Section
  4.4(a)(x):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Partial or
  early termination payments or other additional payments owed to the Class A
  Counterparty

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Partial or
  early termination payments or other additional payments owed to the Class B
  Counterparty

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Partial or
  early termination payments or other additional payments owed to the Class C
  Counterparty

  	
  $

  
	
   

  	
   

  	
   

  
	
  K.

  	
  Pursuant to Section
  4.4(a)(xi):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amounts owed
  to Persons listed in (A) above but not paid pursuant to (A)

  	
  $

  
	
   

  	
   

  	
   

  
	
  L.

  	
  Pursuant to Section
  4.4(a)(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, second, during an Early Amortization Period, will be applied as
  described in clause (M) below and third paid to the Transferor as described
  in Section 8.6 of the Indenture

  	
  $

  
	
   

  	
   

  	
   

  
	
  M.

  	
  During an
  Early Amortization Period, pursuant to Section 4.4(a)(xii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  During an
  Early Amortization Period, the remaining balance, if any, will be used to
  make principal payments on the Notes in the following order of priority:

  	
   

  



 


B-3

















 


	
   

  	
  Class A
  Notes

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Class B
  Notes

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  Class C
  Notes

  	
  $

  



 


Pursuant to Section 4.4(b) and (c),
the Issuer does hereby instruct the Indenture Trustee (i) to make a withdrawal
from the Distribution Account (or other Series Account specified below) on
                     ,
200   , which date is a Payment Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.4(b)
and (c):


 


	
  A.

  	
  Pursuant to Section
  4.4(b):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  During the
  Revolving Period, amount equal to the Available Principal Collections to be
  treated as Shared Principal Collections and applied in accordance with Section
  8.5 of the Indenture

  	
  $

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Pursuant to Section
  4.4(c)(i):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  During the
  Controlled Accumulation Period, Monthly Principal for such Payment Date to be
  deposited into the Principal Accumulation Account

  	
  $

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Pursuant to Section
  4.4(c)(ii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  During the
  Early Amortization Period, Monthly Principal for such Payment Date for
  payment to the Class A Noteholders on such Payment Date until the Class A
  Note Principal Balance has been paid in full

  	
  $

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Pursuant to Section
  4.4(c)(iii):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount, if
  any, remaining after giving effect to Clauses (B) through (D) above, to be
  treated as Shared Principal Collections

  	
  $

  



 


Pursuant to Section 4.7, the Issuer
does hereby instruct the Indenture Trustee (i) to make a withdrawal from the
Distribution Account on
                       ,
200    , which date is a Payment Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.7:


 


B-4

















 


	
   

  	
  Reallocated
  Principal Collections to fund any deficiency pursuant to and in the priority
  set forth Sections 4.4(a)(i), (ii), (iii), (iv)
  and (v) of the Indenture Supplement

  	
  $

  



 


Pursuant to Section 4.10, the Issuer
does hereby instruct the Indenture Trustee to withdraw from the Reserve Account
an amount equal to any Reserve Account Surplus to be deposited into the Spread
Account in accordance with Section 4.10(e), in the following amount.


 


$


 


Pursuant to Section 4.11, the Issuer
does hereby instruct the Indenture Trustee to withdraw from the Spread Account
an amount equal to a deficiency in Class C Monthly Interest, Class C Additional
Interest and Class C Monthly Interest previously due and not paid, and Class C
Net Swap Payments up to the Available Spread Account Amount, in the following
amount.


 


$


 


Pursuant to Section 4.12, the Issuer
does hereby instruct the Indenture Trustee to transfer from the Principal
Accumulation Account to the Collection Account, the Principal Accumulation
Investment Proceeds on deposit in the Principal Accumulation Account for
application as Available Finance Charge Collections in the following amount.


 


$


 


II.            INSTRUCTIONS TO MAKE CERTAIN PAYMENTS


 


Pursuant to Section 5.2, the Issuer
does hereby instruct the Indenture Trustee or the Paying Agent as the case may
be, to pay in accordance with Section 5.2 from the Collection Account or
the Principal Account, as applicable, on
                          ,
which date is a Payment Date under the Indenture Supplement, the following
amounts:


 


	
  A.

  	
  Pursuant to Section
  5.2(a):

  	
   

  
	
   

  	
   

  	
   

  
	
  (1)

  	
  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 to
  pay interest on the Class A Notes pursuant to the Indenture Supplement

  	
  $

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  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 to
  pay principal of the Class A Notes pursuant to the Indenture Supplement

  	
  $

  



 


B-5

















 


	
  B.

  	
  Pursuant to Section
  5.2(b):

  	
   

  
	
   

  	
   

  	
   

  
	
  (1)

  	
  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 to
  pay interest on the Class B Notes pursuant to the Indenture Supplement

  	
  $

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  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 to
  pay principal of the Class B Notes pursuant to the Indenture Supplement

  	
  $

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Pursuant to Section
  5.2(c):

  	
   

  
	
   

  	
   

  	
   

  
	
  (1)

  	
  Class C
  Noteholder’s pro rata share of the amounts on deposit in the
  Distribution Account that are allocated and available on such Payment Date to
  pay interest of the Class C Notes pursuant to the Indenture Supplement,
  including amounts withdrawn from the Spread Account

  	
  $

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Class C
  Noteholder’s pro rata share of the amounts on deposit in the
  Distribution Account that are allocated and available on such Payment Date to
  pay principal on the Class C Notes pursuant to the Indenture Supplement

  	
  $

  



 


B-6

















 


IN WITNESS WHEREOF, the
undersigned has duly executed this certificate this
                   
day of                                  ,
200  .


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF

  GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-7

















 


EXHIBIT C


 


FORM OF MONTHLY NOTEHOLDERS’ STATEMENT


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST

SERIES 2004-1


 


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 2004-1 Indenture Supplement (the “Indenture
Supplement”), dated as of June 23, 2004, between the Issuer and the
Indenture Trustee, the Issuer is required to prepare certain information each
month regarding current distributions to the Series 2004-1 Noteholders and the
performance of the Trust during the previous month.  The information required to be prepared with respect to the
Payment Date of                                    ,
and with respect to the performance of the Trust during the month of
                           
is set forth below.  Capitalized terms used
herein are defined in the Indenture and the Indenture Supplement.


 


A.            Information regarding distributions in respect of the
Notes


 


	
  1..

  	
  The total
  amount of the distribution in respect of Class A Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  The amount
  of the distribution set forth in paragraph 1 above in respect of principal of
  the Class A Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  The amount
  of the distribution set forth in paragraph 1 above in respect of interest on
  the Class A Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  The total
  amount of the distribution  in respect
  of Class B Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  The amount
  of the distribution set forth in paragraph 4 above in respect of principal of
  the Class B Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  The amount
  of the distribution set forth in paragraph 4 above in respect of interest
  on  the Class B Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  The total
  amount of the distribution in respect of Class C Notes

  	
   

  	
  $

  	
   

  



 


C-1

















 


	
  8.

  	
  The amount
  of the distribution set forth in paragraph 7 above in respect of principal of
  the Class C Notes

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  The amount
  of the distribution set forth in paragraph 7 above in respect of interest on
  the Class C Notes

  	
   

  	
  $

  	
   

  



 


	
  RECEIVABLES -

  
	
  Beginning of
  the Monthly Period  Principal
  Receivables:

  	
   

  	
  $

  	
   

  
	
  Beginning of
  the Monthly Period Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
  Beginning of
  the Monthly Period Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Removed
  Principal Receivables:

  	
   

  	
  $

  	
   

  
	
  Removed
  Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
  Removed
  Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional
  Principal Receivables:

  	
   

  	
  $

  	
   

  
	
  Additional
  Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
  Additional
  Total Receivables:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Discount
  Option Receivables Generated this Period:

  	
   

  	
  $

  	
   

  
	
  Recoveries
  for month of
                  
  200   

  	
   

  	
  $

  	
   

  
	
  End of the
  Monthly Principal Receivables:

  	
   

  	
  $

  	
   

  
	
  End of the
  Monthly Period Finance Charge Receivables:

  	
   

  	
  $

  	
   

  
	
  End of the
  Monthly Period Total Receivables: 

  	
   

  	
  $ 

  	
   

  
	
  Excess
  Funding Account Balance:

  	
   

  	
  $

  	
   

  
	
  Aggregate
  Principal Receivables

  	
   

  	
  $

  	
   

  
	
  Note Trust
  Principal Balance

  	
   

  	
   

  	
   

  
	
  Required Principal
  Balance (sum of the numerators used to calculate the Allocation Percentages
  for all Series with respect to Principal Collections):

  	
   

  	
  $

  	
   

  
	
  End of
  Monthly Period Free Equity Amount:

  	
   

  	
  $

  	
   

  
	
  Minimum Free
  Equity Amount:

  	
   

  	
  $

  	
   

  



 


C-2

















 


	
  DELINQUENCIES AND LOSSES -

  	
   

  	
   

  	
   

  
	
  End of the
  Month Delinquencies:

  	
   

  	
  RECEIVABLES

  	
   

  
	
  30-59 Days Delinquent

  	
   

  	
  $

  	
   

  
	
  60-89 Days Delinquent

  	
   

  	
  $

  	
   

  
	
  90+ Days Delinquent

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total 30+ Days Delinquent

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Charged-Off
  Receivables During the Month

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NOTE PRINCIPAL BALANCES (as of end of current Payment Date after
  giving effect to distributions on such Payment Date)

  	
   

  	
   

  	
   

  
	
  Class A Note Principal Balance

  	
   

  	
  $

  	
   

  
	
  Class B Note Principal Balance

  	
   

  	
  $

  	
   

  
	
  Class C Note Principal Balance

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SERIES 2004-1

  	
   

  	
   

  	
   

  
	
  ALLOCATION PERCENTAGE (FINANCE CHARGE
  COLLECTIONS AND DEFAULT AMOUNTS)

  	
   

  	
   

  	
  %

  
	
  ALLOCATION PERCENTAGE (PRINCIPAL
  COLLECTIONS)

  	
   

  	
   

  	
  %

  
	
  AVAILABLE FINANCE CHARGE COLLECTIONS

  	
   

  	
  $

  	
   

  
	
  INVESTOR DEFAULT AMOUNT

  	
   

  	
  $

  	
   

  
	
  INVESTOR UNCOVERED DILUTION AMOUNT

  	
   

  	
  $

  	
   

  
	
  NOTEHOLDER SERVICING FEES

  	
   

  	
  $

  	
   

  
	
  AVAILABLE PRINCIPAL COLLECTIONS

  	
   

  	
  $

  	
   

  
	
  EXCESS FINANCE CHARGE COLLECTIONS

  	
   

  	
  $

  	
   

  
	
  SHARED PRINCIPAL COLLECTIONS

  	
   

  	
  $

  	
   

  
	
  RESERVE ACCOUNT BALANCE

  	
   

  	
  $

  	
   

  
	
  REQUIRED RESERVE ACCOUNT AMOUNT

  	
   

  	
  $

  	
   

  
	
  SPREAD ACCOUNT BALANCE

  	
   

  	
  $

  	
   

  
	
  REQUIRED SPREAD ACCOUNT AMOUNT

  	
   

  	
   

  	
   

  



 


C-3

















 


	
  APPLICATION OF COLLECTIONS -

  	
   

  	
   

  	
   

  
	
  CLASS A MONTHLY INTEREST

  	
   

  	
  $

  	
   

  
	
  CLASS B MONTHLY INTEREST

  	
   

  	
  $

  	
   

  
	
  CLASS C MONTHLY INTEREST

  	
   

  	
  $

  	
   

  
	
  INVESTOR DEFAULT AMOUNT

  	
   

  	
  $

  	
   

  
	
  INVESTOR UNCOVERED DILUTION AMOUNT

  	
   

  	
  $

  	
   

  
	
  INVESTOR CHARGEOFFS AND REALLOCATED

  PRINCIPAL COLLECTIONS NOT

  PREVIOUSLY REIMBURSED

  	
   

  	
  $

  	
   

  
	
  AMOUNTS TO BE DEPOSITED IN THE RESERVE
  ACCOUNT

  	
   

  	
  $

  	
   

  
	
  AMOUNTS TO BE DEPOSITED IN THE SPREAD
  ACCOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXCESS FINANCE CHARGES COLLECTIONS -

  	
   

  	
   

  	
   

  
	
  TOTAL EXCESS FINANCE CHARGE COLLECTIONS

  FOR ALL ALLOCATION SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SHARED PRINCIPAL COLLECTIONS -

  	
   

  	
   

  	
   

  
	
  TOTAL SHARED PRINCIPAL COLLECTIONS

  FOR ALL ALLOCATIONS SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  YIELD AND BASE RATE -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Rate (Current Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Base Rate (Prior Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Base Rate (Two Months Ago)

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THREE MONTH
  AVERAGE BASE RATE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portfolio Yield (Current Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Portfolio Yield (Prior Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Portfolio Yield (Two Months Ago)

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 


C-4

















 


	
  THREE MONTH
  AVERAGE PORTFOLIO YIELD

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  PRINCIPAL COLLECTIONS -

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MONTHLY
  PRINCIPAL

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  PRINCIPAL
  ACCUMULATION ACCOUNT BALANCE

  	
   

  	
  $

  	
   

  
	
  SERIES
  2004-1 PRINCIPAL SHORTFALL

  	
   

  	
  $

  	
   

  
	
  SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER PRINCIPAL SHARING
  SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  INVESTOR CHARGE OFFS AND REDUCTIONS -

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  INVESTOR
  CHARGE OFFS

  	
   

  	
  $

  	
   

  
	
  REALLOCATED
  PRINCIPAL COLLECTIONS

  	
   

  	
  $

  	
   

  
	
  REDUCTIONS
  IN COLLATERAL AMOUNT (OTHER THAN BY DEPOSITS TO PRINCIPAL ACCUMULATION
  ACCOUNT AND PRINCIPAL PAYMENTS)

  	
   

  	
  $

  	
   

  
	
  REDUCTIONS IN COLLATERAL AMOUNT DUE TO APPLICATION OF AVAILABLE
  PRINCIPAL COLLECTIONS AS SHARED PRINCIPAL COLLECTIONS

  	
   

  	
  $

  	
   

  
	
  PREVIOUS
  REDUCTIONS IN COLLATERAL AMOUNT REIMBURSED

  	
   

  	
  $

  	
   

  



 


	
   

  	
  MONOGRAM CREDIT CARD

  
	
   

  	
  BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


C-5

















 


EXHIBIT D


 


MONOGRAM CREDIT CARD BANK OF GEORGIA


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES


 


The undersigned, a duly authorized
representative of Monogram Credit Card Bank of Georgia (“Monogram”)
pursuant to the Servicing Agreement, dated as of June 27, 2003 (as amended and
supplemented, the “Servicing Agreement”), along with RFS Funding Trust,
as Servicer and GE Credit Card Master Note Trust (the “Trust”), as
Issuer, does hereby certify as follows:


 


1.             Capitalized
terms used in this Certificate have their respective meanings set forth in the
Servicing Agreement or the Master Indenture dated as of September 25, 2003 (as
amended or supplemented, the “Master Indenture”), between the Trust and
Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”) as supplemented by the Series 2004-1 Indenture Supplement, dated
as of June 23, 2004, between the Trust and the Indenture Trustee (as amended
and supplemented, the “Indenture Supplement” and together with the
Master Indenture, the “Indenture”), as applicable.


 


2.             Monogram
is, as of the date hereof, the Servicer under the Servicing Agreement.


 


3.             The
undersigned is an Authorized Officer of the Servicer.


 


4.             This
certificate relates to the Payment Date occurring on
[           ],
200   .


 


5.             As
of the date hereof, to the best knowledge of the undersigned, the Servicer has
performed in all material respects all of its obligations under the Servicing
Agreement through the Monthly Period preceding such Payment date [or, if there
has been a default in the performance of any such obligation, set forth in
detail the (i) nature of such default, (ii) the action taken by the Servicer,
if any, to remedy such default and (iii) the current status of each such
default]; if applicable, insert “None”.


 


6.             As
of the date hereof, to the best knowledge of the undersigned, no Early
Amortization Event occurred on or prior to such Distribution Date.


 


IN WITNESS WHEREOF, the undersigned has duly
executed and delivered this Certificate this [    ] day of
[           ], 200[  ].


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


D-1

















 


EXHIBIT E-1


 


FORM OF CLASS A SWAP


 


See Exhibits 4.5, 4.6 and 4.7


 

















 


EXHIBIT E-2


 


FORM OF CLASS B SWAP


 


See Exhibits 4.5, 4.6 and 4.8


 

















 


EXHIBIT E-3


 


FORM OF CLASS C SWAP


 


See Exhibits 4.5, 4.6 and 4.9


 

















 


SCHEDULE I


 


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS


 


(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 Net Swap Receipts 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 Issuer.


 


(2)           The
Net Swap Receipts constitute “general intangibles” within the meaning of the
applicable UCC.


 


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


 


(4)           There
are no consents or approvals required by the terms of the Class A Swap, Class B
Swap or Class C Swap for the pledge of the Net Swap Receipts to the Indenture
Trustee pursuant to the Indenture.


 


(5)           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 Net Swap Receipts.


 


(6)           Other
than the pledge of the Net Swap Receipts to Indenture Trustee pursuant to the
Indenture, Issuer has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed the Net Swap Receipts.  Issuer has not authorized the filing of and is not aware of any
financing statements against Issuer that include a description of the Net Swap
Receipts, 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 2004-1 Notes are retired.


 


(b)           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 Issuer and
Indenture Trustee under the Indenture, 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 Indenture
Trustee) to maintain and perfect, as a first priority interest, Indenture
Trustee’s security interest in the Net Swap Receipts.


 


I-1