Exhibit 4.2


 


EXECUTION COPY


 


SERIES 2004-1
INDENTURE SUPPLEMENT


to MASTER
INDENTURE


 


between


 


 


SSCE FUNDING, LLC,


as Issuer,


 


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Indenture
Trustee


on behalf of the
Series 2004-1 Noteholders


 


 


 


DATED
AS OF NOVEMBER 23, 2004




SSCE FUNDING, LLC


CLASS
A FLOATING RATE TERM NOTES, SERIES 2004-1

CLASS B FLOATING RATE TERM FUNDING NOTES, SERIES 2004-1


CLASS
C FLOATING RATE TERM NOTES, SERIES 2004-1


 


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I                                      DEFINITIONS; INCORPORATION
  OF TERMS

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Incorporation of Terms

  	
   

  
	
  ARTICLE II                                   DESIGNATION; AUTHENTICATION AND DELIVERY

  	
   

  
	
  SECTION 2.1

  	
  Designation

  	
   

  
	
  SECTION 2.2

  	
  Authentication and Delivery

  	
   

  
	
  SECTION 2.3

  	
  Regulation S Book-Entry Notes

  	
   

  
	
  ARTICLE III                               CONDITIONS TO ISSUANCE; USE OF PROCEEDS

  	
   

  
	
  SECTION 3.1

  	
  Conditions to Issuance

  	
   

  
	
  SECTION 3.2

  	
  Use of Proceeds

  	
   

  
	
  ARTICLE IV                              PAYMENTS AND ALLOCATIONS

  	
   

  
	
  SECTION 4.1

  	
  Interest

  	
   

  
	
  SECTION 4.2

  	
  Series Accounts; Series 2004-1 Distribution
  Account

  	
   

  
	
  SECTION 4.3

  	
  Daily Calculations and Series Allocations

  	
   

  
	
  SECTION 4.4

  	
  Daily Allocations of Series Collections

  	
   

  
	
  SECTION 4.5

  	
  Withdrawals from the Excess Funding Account

  	
   

  
	
  SECTION 4.6

  	
  Determination of Principal to be
  Distributed with respect to Series 2004-1

  	
   

  
	
  SECTION 4.7

  	
  Available Overcollateralization.

  	
   

  
	
  SECTION 4.8

  	
  Write-Offs and Recoveries.

  	
   

  
	
  SECTION 4.9

  	
  Certain Dilution in a Series 2004-1
  Amortization Period.

  	
   

  
	
  SECTION 4.10

  	
  Optional Redemption

  	
   

  
	
  ARTICLE V                                  DISTRIBUTIONS AND REPORTS

  	
   

  
	
  SECTION 5.1

  	
  Distributions

  	
   

  
	
  SECTION 5.2

  	
  Daily Reports, Monthly Reports and Other
  Information

  	
   

  
	
  SECTION 5.3

  	
  Annual Tax Information

  	
   

  
	
  SECTION 5.4

  	
  Periodic Perfection Certificate

  	
   

  
	
  ARTICLE
  VI                               SERIES
  2004-1 PAY-OUT EVENTS

  	
   

  
	
  SECTION 6.1

  	
  Series 2004-1 Pay Out Events

  	
   

  
	
  SECTION 6.2

  	
  Early Amortization Period

  	
   

  



 


i





















 


	
  ARTICLE
  VII                           MISCELLANEOUS

  	
   

  
	
  SECTION 7.1

  	
  Amendments, Waivers, Etc

  	
   

  
	
  SECTION 7.2

  	
  Indenture Trustee

  	
   

  
	
  SECTION 7.3

  	
  Instructions in Writing

  	
   

  
	
  SECTION 7.4

  	
  Rule 144A

  	
   

  
	
  SECTION 7.5

  	
  Restrictions on Transfer

  	
   

  
	
  SECTION 7.6

  	
  Survival of Agreement

  	
   

  



 


ii





















 


EXHIBITS


 


	
  EXHIBIT A

  	
   

  	
  Form of Class A Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
  Form of Class B Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  Form of Class C Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT D

  	
   

  	
  Form of Daily Report

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT E

  	
   

  	
  Form of Monthly Report

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT F

  	
   

  	
  Form of Regulation S Book-Entry Note to
  Restricted Book-Entry Note Transfer Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT G

  	
   

  	
  Form of Restricted Book-Entry Note to
  Regulation S Book-Entry Note Transfer Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT H

  	
   

  	
  Form of Regulation S Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT I

  	
   

  	
  Form of Non-U.S. Certificate

  	
   

  



 


iii





















 


This SERIES 2004-1
INDENTURE SUPPLEMENT, dated as of November 23, 2004 (this “Indenture Supplement”),
is made between SSCE FUNDING, LLC, as Issuer, and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Indenture Trustee.


 


PRELIMINARY
STATEMENT


 


Pursuant to the Master Indenture, dated as of November 23,
2004 (the “Indenture”),
between Issuer and Indenture Trustee, Issuer may from time to time direct
Indenture Trustee to issue and authenticate, on behalf of Issuer, one or more
Series of Notes.  Certain terms
applicable to a new Series, including the Principal Terms thereof, are to be
set forth in an Indenture Supplement. This Indenture Supplement is an
“Indenture Supplement” as that term is defined in the Indenture.


 


ARTICLE I



DEFINITIONS; INCORPORATION OF TERMS


 


SECTION 1.1  Definitions.


 


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


 


(b) Each reference in
this Indenture Supplement to funds on deposit in the Collection Account refers
only to funds in the administrative sub-accounts of those accounts that are
allocated to Series 2004-1. Unless the context otherwise requires, in this
Indenture Supplement: (i) each reference to a “Daily Report” or “Monthly
Report” refers to a Daily Report or Monthly Report for Series 2004-1; (ii) each
reference to the “Servicing Fee” refers to the Servicing Fee allocable to
Series 2004-1; and (iii) each reference to the Transaction Documents shall be
deemed to include a reference to the Purchase Agreement (as defined below).


 


(c) 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:


 


“Accrual Period”
means, with respect to Series 2004-1, the period from and including a Payment
Date to but excluding the succeeding Payment Date; provided
that in the case of the initial Accrual Period, it shall mean the period from
and including the Closing Date to but excluding December 15, 2004.


 


“Adjusted Carrying Cost Reserve” at any time of
determination, means the product of (a) the Carrying Cost Receivables Reserve
at such time and (b) a fraction, the numerator of which is one (1.00), and the
denominator of which is the result of one (1.00) minus the Class A Applicable Reserve Ratio at such time.


 





















 


“Available
Overcollateralization” means, at any time, the amount then
calculated as such pursuant to Section 4.7.


 


“Average Dilution Ratio”
means, as at any Determination Date and continuing until (but not including)
the next Determination Date, the average of the Dilution Ratios for the twelve
(12) consecutive Settlement Periods ending immediately prior to such
Determination Date.


 


“B&H Measurement Date”
means, for any calendar year, a date, which shall be selected by the Servicer,
falling within the month of December during such calendar year.


 


“B&H Ratio”
means, for any calendar year, a fraction (expressed as a percentage), (a) the
numerator of which is aggregate of the Unpaid Balances of all Transferred
Receivables which have been billed, but for which the delivery of the goods or
merchandise or the rendering of the services giving rise to such Transferred
Receivable has not been completed, as of the applicable B&H Measurement
Date and (b) the denominator of which is the Aggregate Receivables Balance as
of the applicable B&H Measurement Date.


 


“B&H Reserve”
means, at any date of determination, the product of (a) the highest of the
three most recently calculated B&H Ratios, times
(b) 3.5, times (c) the Aggregate Receivables
Balance as of such date of determination.


 


“Carrying Cost Receivables Reserve” means, on any Business
Day in any Settlement Period, the sum of:


 


(a) the product of (i)
the aggregate Outstanding Principal Balances of the Series 2004-1 Notes on such
day, multiplied
by (ii) the Carrying Cost Reserve Ratio; plus


 


(b) the product of (i)
the percentage equivalent of a fraction, the numerator of which is the
Outstanding Principal Balances of all Series 2004-1 Notes and the denominator
of which is the aggregate Outstanding Principal Balances of all Notes of all
Series on such day, multiplied
by (ii) the aggregate Unpaid Balances of Transferred Receivables on
such day, multiplied
by (iii) the Servicing Reserve Ratio.


 


“Carrying Cost Reserve
Ratio” means, on any date of determination, the amount as reflected
in the most recent Monthly Report equal to (i) 1.5, multiplied by (ii) the Series 2004-1 Weighted Average Note
Rate, multiplied
by (iii) a fraction, (x) the numerator of which is the product of
(A) 2.0 and (B) the Days Sales Outstanding and (y) the denominator of which is
360.


 


“Charged-Off Amount”
shall mean, with respect to any Settlement Period, the sum of the amount of
Transferred Receivables that were included in the Net Eligible Receivables and
that (i) became 121 to 150 days past due as of the last Business Day of such
Settlement Period or (ii) became Defaulted Receivables during such Settlement
Period prior to becoming 121 days past due.


 


“Class A Adjusted
Collateral Amount” means, on any date of determination, (i) the
Class A Collateral Amount on such date, minus (ii) the
sum of (A) the amount on deposit on such date in the Series 2004-1 Principal
Collection Sub-subaccount, plus (B) the
Series 2004-1 Allocation 


 


2





















 


Percentage of the amounts on
deposit on such date in the Excess Funding Account, which sum does not exceed
the Class A Collateral Amount.


 


“Class A Applicable Reserve Ratio” means, during any
Settlement Period, the greater of (a) the Minimum Reserve Ratio applicable to
the Class A Notes and (b) the Required Reserve Ratio applicable to the Class A
Notes, each as calculated in the Monthly Report required to be delivered on the
Determination Date in the immediately preceding Settlement Period.


 


“Class A Collateral Amount” means, at any time, (a) the
initial Outstanding Principal Balances of the Class A Notes, minus (b) the aggregate amount of all
distributions that have been made to the Class A Noteholders on account of
principal, minus (c) the aggregate reductions to
the Class A Collateral Amount made pursuant to Section 4.8
on or prior to such time, plus (d)
reinstatements of any such reductions described in clause (c)
of Section 4.8 on or prior to such time.


 


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


 


“Class A Monthly
Principal” means, with respect to any Payment Date, (a) if such
Payment Date occurs during the Series 2004-1 Accumulation Period or the Series
2004-1 Amortization Period, the amount necessary to reduce the Outstanding
Principal Balance of the Class A Notes to zero and (b) at any other time,
zero.  At no time shall the Class A
Monthly Principal exceed the Class A Collateral Amount at such time.


 


“Class A Note Rate” means, at any time, a rate per annum equal to One-Month LIBOR plus the
Note Spread for the Class A Notes at such time.


 


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


 


“Class A Notes” is defined in Section 2.1.  Each Class A Note shall be substantially in
the form of Exhibit
A.


 


“Class B Adjusted Collateral Amount” means, on any date of
determination, (i) the Class B Collateral Amount on such date, minus (ii) the excess, if any, of (A) the sum of the amount
on deposit on such date in the Series 2004-1 Principal Collection
Sub-subaccount, plus the Series 2004-1 Allocation Percentage of the amounts on
deposit on such date in the Excess Funding Account, over (B) the Class A
Collateral Amount, to the extent such excess does not exceed the Class B
Collateral Amount.


 


“Class B Applicable Reserve Ratio” means, during any
Settlement Period, the greater of (a) the Minimum Reserve Ratio applicable to
the Class B Notes and (b) the Required Reserve Ratio applicable to the Class B
Notes, each as calculated in the Monthly Report required to be delivered on the
Determination Date in the immediately preceding Settlement Period.


 


“Class B Collateral Amount” means, at any time, (a) the
initial Outstanding Principal Balances of the Class B Notes, minus (b)
the aggregate amount of all distributions that have been made to the Class B
Noteholders on account of principal, minus (c) the
aggregate reductions to 


 


3





















 


the Class B Collateral Amount
made pursuant to Section 4.8 on or prior to such
time, plus (d) reinstatements of any such
reductions described in clause (c)
pursuant to Section 4.8 on or prior to such time.


 


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


 


“Class B Monthly
Principal” means, with respect to any Payment Date, (a) if such
Payment Date occurs during the Series 2004-1 Accumulation Period or the Series
2004-1 Amortization Period, the amount necessary to reduce the Outstanding
Principal Balance of the Class B Notes to zero and (b) at any other time,
zero.  At no time shall the Class B
Monthly Principal exceed the Class B Collateral Amount at such time.


 


“Class B Note Rate” means, at any time, a rate per annum equal to One-Month LIBOR plus
the Note Spread for the Class B Notes at such time.


 


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


 


“Class B Notes” is defined in Section 2.1. Each Class B Note
shall be substantially in the form of Exhibit B.


 


“Class C Adjusted Collateral Amount” means, on any date of
determination, (i) the Class C Collateral Amount on such date, minus (ii) the excess, if any, of (A) the amount on deposit
on such date in the Series 2004-1 Principal Collection Sub-subaccount (A) plus
the Series 2004-1 Allocation Percentage of the amounts on deposit on such date
in the Excess Funding Account, over (B) the sum of the Class A Collateral
Amount and the Class B Collateral Amount, to the extent such excess does not
exceed the Class C Collateral Amount.


 


“Class C Applicable Reserve Ratio” means, during any
Settlement Period, the greater of (a) the Minimum Reserve Ratio applicable to
the Class C Notes and (b) the Required Reserve Ratio applicable to the Class C
Notes, each as calculated in the Monthly Report required to be delivered on the
Determination Date in the immediately preceding Settlement Period.


 


“Class C Collateral Amount” means, at any time, (a) the
initial Outstanding Principal Balances of the Class C Notes, minus (b)
the aggregate amount of all distributions that have been made to the Class C
Noteholders on account of principal, minus (c) the
aggregate reductions to the Class C Collateral Amount made pursuant to Section 4.8 on or prior to such time, plus
(d) reinstatements of any such reductions described in clause (c)
pursuant to Section 4.8 on or prior to such time.


 


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


 


“Class C Monthly
Principal” means, with respect to any Payment Date, (a) if such
Payment Date occurs during the Series 2004-1 Accumulation Period or the Series
2004-1 Amortization Period, the amount necessary to reduce the Outstanding
Principal Balance of the Class C Notes to zero and (b) at any other time,
zero.  At no time shall the Class C
Monthly Principal exceed the Class C Collateral Amount at such time.


 


4





















 


“Class C Note Rate”
means, at any time, a rate per annum equal
to One-Month LIBOR plus the Note
Spread for the Class C Notes at such time.


 


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


 


“Class C Notes” is defined in Section 2.1.  Each Class C Note shall be substantially in
the form of Exhibit
C.


 


“Clearstream”
means Clearstream Banking, societe anonyme.


 


“Closing Date” with respect to Series 2004-1, means November
23, 2004.


 


“Daily Report”
is defined in Section 5.2.


 


“Default Ratio”
means, as provided in the most recent Monthly Report, a fraction (expressed as
a percentage) having (a) a numerator equal to the Charged-Off Amount for the
Settlement Period ending on the last day of the Settlement Period preceding the
Determination Date on which such Monthly Report was required to be delivered,
and (b) a denominator equal to the initial aggregate amount payable pursuant to
invoices giving rise to Transferred Receivables that were generated during the
fifth Settlement Period immediately preceding the Settlement Period referred to
in clause (a) above.


 


“Default Ratio Average”
means, with respect to any Settlement Period, the average of the Default Ratios
applicable to the Settlement Period then ended and the two immediately
preceding Settlement Periods.


 


“Dilution Horizon Period”
means, for each Seller, 60 days; provided however,
such period may be adjusted on an annual basis upon satisfaction of the Rating
Agency Condition following the delivery of a credit memo sampling provided by
Servicer to the Rating Agencies.


 


“Dilution Horizon Ratio” means, as of any Determination Date
and continuing until (but not including) the next Determination Date, a
fraction (expressed as a percentage) having (a) a numerator equal to the
aggregate Unpaid Balances of Transferred Receivables originated by the Sellers during the
Dilution Horizon Period preceding the last day of the Settlement Period
immediately prior to such earlier Determination Date and (b) a denominator
equal to the Net Eligible Receivables as of the last day of the Settlement
Period immediately prior to such earlier Determination Date.


 


“Dilution Ratio” means, as provided in the most recent
Monthly Report, a fraction (expressed as a percentage) having (a) a numerator
equal to the aggregate amount of Dilutive Credits occurring during the
Settlement Period ending on the last day of the Settlement Period preceding the
Determination Date on which such Monthly Report was required to be delivered,
and (b) a denominator equal to the aggregate amounts payable pursuant to
invoices giving rise to Transferred Receivables that were generated by the Sellers during the second Settlement Period
immediately preceding the Settlement Period referred to in clause (a).


 


5





















 


“Dilution Reserve Ratio” means, as provided in the most
recent Monthly Report, the amount (expressed as a percentage) that is
calculated for the Class A Notes, the Class B Notes or the Class C Notes, as
the case may be, as follows:


 


DRR                     =                                         [(c
* d) + [(e – d)  *  (e/d)]] 
* f


 


where:


 


DRR                       =                                         Dilution
Reserve Ratio;


 


a                                          =                                         the
product of “g”, multiplied by “h”;


 


b                                         =                                         the
product of (1-“g”), multiplied by “i”;


 


c                                          =                                         the
sum of “a” plus “b”;


 


d                                         =                                         the
Average Dilution Ratio as of the Determination Date on which such Monthly
Report was required to be delivered;


 


e                                          =                                         the
highest Dilution Ratio over the past twelve Settlement Periods immediately
preceding the Determination Date referred to in “d”;


 


f                                            =                                         the
Dilution Horizon Ratio as of the Determination Date referred to in “d”;


 


g                                         =                                         the
fraction (expressed as a percentage), (x) the numerator of which is aggregate
of the Unpaid Balances of all Transferred Receivables originated by the CBM
division of Smurfit-Stone calculated as of the Determination Date referred to
in “d”, and (y) the denominator of which is the Aggregate Receivables Balance
calculated as of the Determination Date referred to in “d”;


 


h                                         =                                         with
respect to the Class A Notes, 3, with respect to the Class B Notes, 2.5, and
with respect to the Class C Notes, 2; and


 


i                                             =                                         with
respect to the Class A Notes, 2.5, with respect to the Class B Notes, 2.0, and
with respect to the Class C Notes, 1.5.


 


“Distribution Compliance
Period” has the meaning specified in Rule 902 of Regulation S.


 


“Distribution Shortfall” means, on any Business Day:


 


(a) with respect to
Series 2004-1, that the funds available for allocation to the Series Accounts
for Series 2004-1 and the Excess Funding Account on such Business Day pursuant
to Section 4.4
are less than the amounts, if any, required to be deposited in such accounts on
such Business Day; and


 


6





















 


(b) with respect to any
Series, that the funds available for allocation to a Series Collection
Subaccount on such Business Day pursuant to the Indenture Supplement for such
Series are less than the amounts, if any, required to be deposited in such
accounts on such Business Day pursuant to such Indenture Supplement.


 


“DTC” means The
Depository Trust Company.


 


“Early Amortization Period” means the period beginning on the
date specified therefor in Section 6.2,
and ending on the earlier of (i) the day on which the Series 2004-1 Collateral
Amount has been reduced to zero and (ii) the Legal Final Maturity.


 


“ERISA” is
defined in Section 7.5(d)(6).


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System.


 


“Excess Program Costs”
has the meaning as assigned to such term within the definition of “Program
Costs”.


 


“Expected Payment Date”
means the Payment Date in November, 2009.


 


“Group 1”
means a group of Series which will include Series 2004-1 and each other Series
specified in the related Indenture Supplement to be included in Group 1.


 


“Initial Purchasers”
means each of Deutsche Bank Securities Inc. and JP Morgan Chase Securities Inc.
and SG Americas Securities, LLC.


 


“Institutional Accredited Investor” is defined in Section 8.5(a)(iii).


 


“Issuer Indemnified Losses” is defined in Section 7.1.


 


“Issuer Indemnified Party” is defined in Section 7.1.


 


“Issuer Redemption Date” is
defined in Section 4.10(b).


 


“Legal Final Maturity” means the Payment Date in November,
2010.


 


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


 


“Loss Reserve Ratio” means, as provided in the most recent
Monthly Report, the amount (expressed as a percentage) that is calculated for
the Class A Notes, the Class B Notes or the Class C Notes, as the case may be,
as follows:


 


LRR                       =
                                      d  * 
b  *  (a/c) 
*  PTM


 


Where:


 


LRR                         =                                     Loss
Reserve Ratio;


 


7





















 


a                                          =                                         the
aggregate Unpaid Balances of Transferred Receivables originated by the Sellers
during the three Settlement Periods immediately preceding the Determination
Date on which such Monthly Report was required to be delivered;


 


b                                         =                                         the
highest Default Ratio Average that occurred during the period of twelve
consecutive Settlement Periods ending prior to the Determination Date referred
to in “a”;


 


c                                          =                                         the
Net Eligible Receivables as of the last day of the Settlement Period
immediately preceding the Determination Date referred to in “a”;


 


d                                         =
                                      with
respect to the Class A Notes, 2.5, with respect to the Class B Notes, 2.0, and
with respect to the Class C Notes, 1.5; and


 


PTM                     =                                         the
Payment Term Multiplier as of the most recent Determination Date.


 


“Minimum Reserve Ratio”
means, as provided in the most recent Monthly Report, the amount (expressed as
a percentage) that is calculated for the Class A Notes, the Class B Notes or
the Class C Notes, as the case may be, as follows:


 


MRR                    =                                         (the
greater of (a * b) and c), plus d


 


Where:


 


MRR                    =                                         Minimum
Reserve Ratio;


 


a                                          =                                         the
Average Dilution Ratio as of the Determination Date on which such Monthly
Report was required to be delivered;


 


b                                         =                                         the
Dilution Horizon Ratio as of the Determination Date referred to in “a”;


 


c                                          =                                         the
quotient (expressed as a percentage) of (i) the sum of the aggregate Unpaid
Balances of all Eligible Receivables for the Top 3 Obligors, divided by (ii) the Net Eligible Receivables as of the
Determination Date referred to in “a” above; and


 


d                                         =                                         with
respect to the Class A Notes, 10.0%, with respect to the Class B Notes, 8.0%,
and with respect to the Class C Notes, 6.0%.


 


“Minimum Transferor
Percentage” for Series 2004-1, means zero.


 


“Monthly Report” is defined in Section 5.2(a).


 


8





















 


“Net Recoveries”
means, with respect to any OC Measuring Period, an amount equal to the result
of (a) the amount of Recoveries received in that OC Measuring Period minus (b) the Write-Off Amount for that OC Measuring Period;
provided that the resulting amount calculated pursuant to this definition shall
not be less than zero.


 


“Note Spread”
means 0.23% with respect to the Class A Notes, 0.63% with respect to the Class
B Notes, and 1.35% with respect to the Class C Notes.


 


“Noteholder” means a Noteholder (as defined in the Indenture)
of a Series 2004-1 Note.


 


“One-Month LIBOR” means, for any Accrual Period, the rate per
annum, determined by Indenture Trustee and notified in writing by Indenture
Trustee to Servicer, which is the arithmetic mean (rounded to the nearest 1/100
of 1%) of the offered rates for dollar deposits having a maturity of one month
commencing on the first day of such Accrual Period that appears on the Telerate
British Bankers Assoc. Interest Settlement Rates Page (defined below) at
approximately 11:00 a.m., London time on the second full London Business Day
prior to such date; provided,
however,
that if there shall at any time no longer exist a Telerate British Bankers
Assoc. Interest Settlement Rates Page, “One-Month LIBOR” 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 a period of one-month.  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 Accrual Period shall be the
arithmetic mean of the quotations.  If
fewer than two (2) quotations are provided as requested, the rate for that
Accrual 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 one month. 
As used herein, “Telerate British Bankers Assoc. Interest Settlement Rates Page”
means the display designated as Page 3750 on the Telerate System Incorporated
Service (or such other page as may replace such page on such service for the
purpose of displaying the rates at which dollar deposits are offered by leading
banks in the London interbank deposit market), as reported by Bloomberg
Financial Markets Commodities News (or by another source selected by Indenture
Trustee and notified by Indenture Trustee to Servicer).


 


“Outstanding Principal Balance” means, on any date, (a) with
respect to any Class A Note, the actual outstanding principal balance of such
Class A Note, taking into effect payments on account of principal (but no
other payments) with respect to such Class A Note made on or prior to such
date, (b) with respect to any Class B Note, the actual outstanding
principal balance of such Class B Note, taking into effect payments on
account of principal (but no other payments) with respect to such Class B
Note made on or prior to such date, (c) with respect to any Class C Note,
the actual outstanding principal balance of such Class C Note, taking into
effect payments on account of principal (but no other payments) with respect to
such Class C Note made on or prior to such date, and (d) with respect to
the Series 2004-1 Notes, the sum of the Outstanding Principal Balances of the
Class A Notes, the Class B Notes and the Class C Notes.


 


9





















 


“Payment Date”
means the 15th day of each month (or if such day is not a Business
Day, the next succeeding Business Day), commencing December 15, 2004.


 


“Payment Term”
means with respect to any Receivable, the number of days between its invoice
date and its Due Date.


 


“Payment Term Multiplier”
means, with respect to each Determination Date, (a) 1.0, if the Payment Term
Variable is not more than 36, (b) 1.1., if the Payment Term Variable is 37 to
39, (c) 1.17, if the Payment Term Variable is 40 to 45, (d) 1.22, if the
Payment Term Variable is 46 to 50, (e) 1.28, if the Payment Term Variable is 51
to 55, (f) 1.33, if the Payment Term Variable is 56 to 60, and (g) 1.38, if the
Payment Term Variable is 61 to 65; provided however,
that, if the Payment Term Variable exceeds 65, the Payment Term Multiplier on
such Determination Date shall be determined by calculating the sum of (x) 1.38
and (y) 0.05, for each 5-day increment by which the Payment Term Variable
exceeds 65, it being understood that the same number shall apply for all
Payment Term Variables that fall within a five-day range.


 


“Payment Term Variable”
means, as calculated in each Monthly Report as of the most recently ended
Settlement Period, the weighted average of the Payment Terms of all Transferred
Receivables with an Unpaid Balance as of the last day of such Settlement
Period.


 


“Program
Costs” means, for any Business Day, the sum of (i) the product of
(A) all unpaid fees and expenses due and payable to counsel to, and independent
auditors of, Issuer (other than fees and expenses payable on or in connection
with the closing of the issuance of any Series) on such Business Day and (B) a
fraction, the numerator of which is the Series 2004-1 Collateral Amount as of
the end of the immediately preceding Business Day and the denominator of which
is the sum of the Collateral Amounts for all Series as of the end of the
immediately preceding Business Day, (ii) all unpaid fees and expenses due and
payable to the Rating Agencies rating the Series 2004-1 Notes and (iii) the
product of (A) all unpaid fees and expenses (including reasonable attorneys’
fees and expenses) due and payable to the Indenture Trustee and (B) a fraction,
the numerator of which is the Series 2004-1 Collateral Amount as of the end of
the immediately preceding Business Day and the denominator of which is the sum
of the Collateral Amounts for all Series as of the end of the immediately
preceding Business Day, provided that
Program Costs shall not exceed $100,000 in the aggregate in any calendar year
(any amount of the foregoing expenses, indemnities and fees in excess of
$100,000 shall be referred to herein as “Excess Program Costs”).


 


“Purchase Agreement” means the Purchase Agreement dated
November 17, 2004 among Issuer, Smurfit-Stone and the Initial Purchasers.  The Purchase Agreement is hereby designated a
“Transaction Document”.


 


“Qualified Institutional Buyer” is defined in Section 7.5(c).


 


“Rating Agency” or “Rating Agencies” for Series
2004-1, means S&P and Moody’s.


 


“Redemption Amount”
means, with respect to any Payment Date, (a) the Required Amount calculated
with respect to such Payment Date, plus (b) the outstanding principal amount of
the Series 2004-1 Notes.


 


10





















 


“Redemption Date”
means an Issuer Redemption Date or a Servicer Redemption Date.


 


“Redemption Price”
is defined in Section 4.10(c).


 


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


 


“Regulation S”
is defined in Section 7.5(a)(ii).


 


“Regulation S
Book-Entry Note” has the meaning set forth in Section
2.2(c)(ii).


 


“Regulation S Certificate”
is defined in Section 2.3(a).


 


“Regulation S Permanent
Book-Entry Note” is defined in Section 2.3(a).


 


“Regulation S Temporary
Book-Entry Note” is defined in Section 2.2(c)(ii).


 


“Release Date”
is defined in Section 2.3(a).


 


“Required Amount”
means, as calculated on each Business Day during an Accrual Period with respect
to the next Payment Date, the sum of (i) the Series 2004-1 Monthly Interest to
be distributed on the next Payment Date, (ii) the aggregate amount of all
previously accrued and unpaid Series 2004-1 Monthly Interest for prior Payment
Dates, (iii) the Servicing Fee for Series 2004-1, and (iv) all accrued and
unpaid Program Costs, in each case for such Accrual Period determined as of
such day.


 


“Required Overcollateralization Amount” means,


 


(a)                                  on
any date of determination during the Revolving Period, an amount equal to the
sum of:


 


(i)                                     an amount equal to the greatest of:  (A) the difference between (I) the product of
(x) the Class A Adjusted Collateral Amount on such day and (y) a fraction, the
numerator of which is the Class A Applicable Reserve Ratio and the denominator
of which is one minus the Class A Applicable Reserve Ratio and (II) the sum of
the Class B Adjusted Collateral Amount and the Class C Adjusted Collateral
Amount; (B) the difference between (I) the product of (x) the sum of the Class
A Adjusted Collateral Amount and the Class B Adjusted Collateral Amount on such
day and (y) a fraction, the numerator of which is the Class B Applicable
Reserve Ratio and the denominator of which is one minus the Class B Applicable
Reserve Ratio and (II) the Class C Adjusted Collateral Amount; and (C) the
product of (I) the Series 2004-1 Adjusted Collateral Amount and (II) a
fraction, the numerator of which is the Class C Applicable Reserve Ratio and
the denominator of which is one minus the Class C Applicable Reserve Ratio;
provided that whichever method of calculation pursuant to clauses (A),
(B), or (C)
results in the greatest 


 


11





















 


 


amount
on any Determination Date shall continue to be used as the method for the calculations
to be made under this paragraph (a)(i) on each day from and after such
Determination Date until (but not including) the immediately succeeding
Determination Date; plus


 


(ii)                                  the Adjusted Carrying Cost Reserve on such
day; and


 


(b) on any date of determination
during the Series 2004-1 Amortization Period, an amount equal to the Required
Overcollateralization Amount on the Series 2004-1 Amortization Period
Calculation Date.


 


“Required Reserve Ratio”
means, as provided in the most recent Monthly Report, for the Class A Notes,
the Class B Notes or the Class C Notes, as the case may be, the sum of the
Dilution Reserve Ratio and the Loss Reserve Ratio for such of the Class A
Notes, the Class B Notes or the Class C Notes, as applicable.


 


“Required Series Noteholders” or “Required Series 2004-1  Noteholders”
means Noteholders holding an Outstanding Principal Balance of Series 2004-1
Notes in an amount greater than 66 2/3% of the Series 2004-1 Collateral Amount.


 


“Restricted
Book-Entry Note” has the meaning set forth in Section
2.2(c)(i).


 


“Revolving Period” means the period beginning on the Closing
Date and ending on the earlier of (a) the Scheduled Revolving Period
Termination Date and (b) the day before the date, if any, on which the Early
Amortization Period commences.


 


“Rule 144A” is
defined in Section 7.5(a)(i).


 


“Scheduled Revolving Period Termination Date” means
September 14, 2009.


 


“Series Accounts”
with respect to Series 2004-1, is defined in Section 4.2.


 


“Series 2004-1” is defined in Section 2.1.


 


“Series 2004-1 Accumulation
Period” means the period (a) beginning on the first day after the
Scheduled Revolving Period Termination Date and (b) ending on the day
immediately prior to the Series 2004-1 Amortization Period Commencement Date.


 


“Series 2004-1 Adjusted
Collateral Amount” means, as of any date of determination, (i) the
Series 2004-1 Collateral Amount on such date, minus
(ii) the lesser of (x) the Series 2004-1 Collateral Amount and (y) the sum of
(A) the amount on deposit in the Series 2004-1 Principal Collection
Sub-subaccount on such date, plus (B) the
Series 2004-1 Allocation Percentage of the amounts on deposit in the Excess
Funding Account on such date.


 


“Series 2004-1 Allocable
Dilution” means, for any OC Measuring Period, the product of (a) the
aggregate amount of Dilution Payment Amounts required to be made as a result of
Dilutive Credits granted during such OC Measuring Period and as to which no
payment has been 


 


12





















 


made by SRC pursuant to
Section 2.3 of the Transfer and Servicing Agreement and (b) the Series 2004-1
Loss Allocation Percentage for that OC Measuring Period.


 


“Series 2004-1 Allocable Dilution Adjustments” means, for any
OC Measuring Period, the product of (a) the aggregate amount of payments
pursuant to or in respect of Section 2.3 of the Transfer and Servicing
Agreement received during that OC Measuring Period relating to Dilutive Credits
that occurred prior to that OC Measuring Period and (b) the Series 2004-1 Loss
Allocation Percentage for that OC Measuring Period.


 


“Series 2004-1 Allocable Recoveries” means, for any OC
Measuring Period, the product of (a) the Net Recoveries for that OC Measuring
Period, and (b) the Series 2004-1 Loss Allocation Percentage for that OC
Measuring Period.


 


“Series 2004-1 Allocable Write-Off Amount” means, for any OC
Measuring Period, the product of (a) the Write-Off
Amount for that OC Measuring Period, and (b) the Series 2004-1 Loss Allocation
Percentage for that OC Measuring Period.


 


“Series 2004-1 Allocated
Receivables Amount” means, as of any date of determination, the
product of (a) the Net Eligible Receivables, and (b) the percentage equivalent
of a fraction, the numerator of which is the Series 2004-1 Target Receivables
Amount and the denominator of which is the Aggregate Target Receivables Amount
on such day.


 


“Series 2004-1 Allocation Percentage” for Series 2004-1
means, (a) for any Business Day during the Revolving Period, a fraction
(expressed as a percentage), (i) the numerator of which is the lesser of the
Series 2004-1 Allocated Receivables Amount and the Series 2004-1 Target
Receivables Amount as of the end of the immediately preceding Business Day and
(ii) the denominator of which is the greater of (A) the Net Eligible
Receivables as of the end of the immediately preceding Business Day and (B) the
sum of the numerators used to calculate the Allocation Percentages for all
Outstanding Series of Notes on the Business Day for which such percentage is
determined, and (b) during the Series 2004-1 Accumulation Period and the Series
2004-1 Amortization Period, the percentage equivalent of a fraction, the
numerator of which is the lesser of the Series 2004-1 Allocated Receivables
Amount and the Series 2004-1 Target Receivables Amount, as of the Series 2004-1
Amortization Period Calculation Date and the denominator of which is the
greater of (A) the Net Eligible Receivables as of the end of the immediately
preceding Business Day and (B) the sum of the numerators used to calculate the
Allocation Percentages for all Outstanding Series on the Business Day for which
such percentage is determined.


 


“Series 2004-1 Amortization Period” means the period (a)
beginning on the Series 2004-1 Amortization Period Commencement Date and (b)
ending on the earlier of (i) the day on which the Series 2004-1 Collateral
Amount has been reduced to zero and (ii) the Legal Final Maturity.


 


“Series 2004-1 Amortization Period Calculation Date” means the last day of the Series 2004-1
Revolving Period.


 


13





















 


“Series 2004-1 Amortization
Period Commencement Date” means the earlier of (a) the Expected
Payment Date and (b) the date, if any, on which an Early Amortization Period
commences.


 


“Series 2004-1 Available
Funds” is defined in Section 4.4.


 


“Series 2004-1 Collateral Amount” means, at any time,
the sum of the Class A Collateral Amount, plus the Class B Collateral
Amount, plus the Class C Collateral Amount.


 


“Series 2004-1 Collateral Amount Write-Offs” means, as
calculated in any Monthly Report relating to a Settlement Period falling
completely or partially in the Series 2004-1 Amortization Period:


 


(a) if the Available
Overcollateralization is greater than zero for the related OC Measuring Period,
zero; and


 


(b) if the Available Overcollateralization
is less than or equal to zero for the related OC Measuring Period (taking into
account any reduction in the Available Overcollateralization shown in such
Monthly Report), the excess (if any) of (i) the result of (A) the Series 2004-1
Allocable Write-Off Amount, plus (B) the
Series 2004-1 Allocable Dilution, minus (C) the
Series 2004-1 Allocable Recoveries, and minus (D)  the Series 2004-1 Allocable Dilution Adjustments for the
related OC Measuring Period, over (ii) the Available Overcollateralization for the
immediately preceding OC Measuring Period.


 


“Series 2004-1 Collection
Subaccount” is defined in Section 4.2.


 


“Series 2004-1 Collections” is defined in Section 4.3.


 


“Series 2004-1 Excess
Funding Account Deposit Amount” means, at any time, the product of
(a) a fraction, the numerator of which is the Series 2004-1 Collateral Amount
as of the end of the immediately preceding Business Day, and the denominator of
which is the sum of the Collateral Amounts for all Series as of the end of the
immediately preceding Business Day, multiplied by
(b) the Excess Funding Account Deposit Amount, after giving effect to any
deposit to be made pursuant to Section 8.6 of the Indenture on such date.


 


“Series 2004-1 Loss
Allocation Percentage” means, for any day in any OC Measuring
Period, a fraction (expressed as a percentage), (a) the numerator of which is
the Series 2004-1 Collateral Amount as of the last day of the preceding
Settlement Period and (b) the denominator of which is the greater of (i) the sum
for all Series of Notes that are Outstanding of the “Collateral Amount” as
defined in the Indenture Supplements for each such Series and (ii) the Net
Eligible Receivables, in each case as of the last day of the preceding
Settlement Period.


 


“Series 2004-1 Monthly Interest” for any Accrual Period means
the sum of the Class A Monthly Interest, the Class B Monthly Interest
and the Class C Monthly Interest for such Settlement Period.


 


14





















 


“Series 2004-1 Monthly Principal Amount” for any Settlement
Period means the sum of the Class A Monthly Principal, the Class B
Monthly Principal and the Class C Monthly Principal for such Settlement
Period.


 


“Series 2004-1 Noteholder” means the Person in whose name a
Series 2004-1 Note is registered on the Note Register.


 


“Series 2004-1 Notes” means the Class A Notes, the
Class B Notes and the Class C Notes.


 


“Series 2004-1
Non-Principal Collection Sub-subaccount” is defined in Section 4.2.


 


“Series 2004-1 Pay-Out Event” is defined in Section 6.1.


 


“Series 2004-1 Principal
Collection Sub-subaccount” is defined in Section 4.2.


 


“Series 2004-1 Servicer
Transfer Cost Allocation” means, for any Business Day, the product
of (a) a fraction, the numerator of which is the Series 2004-1Collateral Amount
as of the end of the immediately preceding Business Day, and the denominator of
which is the sum of the Collateral Amounts for all Series as of the end of the
immediately preceding Business Day, multiplied by
(b) the amount of Servicer Transfer Costs payable from Collections pursuant to
Section 7.1(b) of the Transfer and Servicing Agreement.


 


“Series 2004-1 Target Receivables
Amount” means, on any date of determination, the sum of (i)
the Series 2004-1 Adjusted Collateral Amount on such day and (ii) the Required
Overcollateralization Amount on such day.


 


“Series 2004-1 Weighted Average Note Rate” means, at any date
of determination, the sum of (a) the weighted average of the Class A Note Rate,
the Class B Note Rate and the Class C Note Rate in effect with regard
to the Outstanding Class A Notes, Class B Notes and Class C Notes,
respectively, as of the end of the Settlement Period immediately preceding the
most recent Determination Date, plus (b) an
amount equal to (i) the aggregate amount of fees (other than the Servicing Fee
and Program Costs) accrued with respect to the Series 2004-1 Notes during the
Settlement Period immediately preceding the most recent Determination Date, divided by (ii) the average daily Outstanding Principal
Balance of all Series 2004-1 Notes during such Settlement Period.


 


“Servicer Redemption Date”
is defined in Section 4.10(a).


 


“Servicing Fee” shall mean, for any Settlement Period, an
amount equal to one-twelfth of the product of (a) 1.00% and (b) the Series
2004-1 Collateral Amount as of the last day of the Settlement Period preceding
such Payment Date; provided, however, that with respect to the first Payment Date, the
Servicing Fee shall be pro rated for the actual number of days in the period
beginning on the Closing Date and ending on the last day of the initial
Settlement Period.


 


15





















 


“Servicing Reserve Ratio”
means an amount (expressed as a percentage), provided in the most recent
Monthly Report, equal to (i) the product of (A) 1.00%, (B) 2.00, and (C) the
Days Sales Outstanding, divided by (ii)
360.


 


“Stone Information”
is defined in Section 8.6.


 


“Unmatured Series Pay-Out Event” means an event or condition
that, upon the giving of notice or the passage of time, would become a Series
Pay-Out Event.


 


(d)  All references herein to “Transferred
Receivables”, when used to refer to Receivables originated at any time prior to
the Closing Date, shall mean all Receivables other than Excluded Receivables,
provided that Receivables originated by the Containerboard Marketing division
of the entity formerly known as Jefferson Smurfit Corporation (U.S.) shall not
be considered Excluded Receivables solely when used to refer to Receivables
originated at any time prior to the Closing Date.


 


SECTION 1.2  Incorporation
of Terms.  The terms of
the Indenture are incorporated in this Indenture Supplement as if set forth in
full herein. As supplemented by this Indenture 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 Indenture
Supplement and the terms of the Indenture conflict, the terms of this Indenture
Supplement shall control with respect to the Series 2004-1 Notes.


 


ARTICLE II



DESIGNATION; AUTHENTICATION AND DELIVERY


 


SECTION 2.1  Designation.  There is hereby created a Series to be known
as “Series 2004-1”
or the “Series
2004-1 Notes,” consisting of three classes:  (a) the Class A Floating Rate Term Notes,
Series 2004-1 (the “Class
A Notes”); (b) the Class B Floating Rate Term Notes, Series 2004-1
(the “Class B
Notes”); and (c) the Class C Floating Rate Term Notes, Series 2004-1
(the “Class C
Notes”). Series 2004-1 shall be included in Group 1.  Series 2004-1 will not initially be a Paired
Series.  Series 2004-1 will not be
subordinated to any other Series. The Series 2004-1 Notes will be due and
payable on the Legal Final Maturity.


 


SECTION 2.2  Authentication
and Delivery.


 


(a) On the Closing Date,
Issuer shall sign, and shall direct Indenture Trustee in writing pursuant to Section 2.2
of the Indenture to duly authenticate, and Indenture Trustee, upon receiving
such direction, (i) shall authenticate, subject to Section 3.1, the Series 2004-1
Notes in accordance with such written directions, and (ii) subject to Section 2.2(b),
shall deliver the Class A Notes, the Class B Notes and the Class C Notes to the
Initial Purchasers.


 


(b) The Class A Notes,
the Class B Notes and the Class C Notes shall be Book-Entry Notes, and
shall be issued to Cede & Co., as nominee of DTC, pursuant to a Letter 


 


16





















 


of
Representations.  DTC shall be the
initial “Clearing Agency” for purposes of the Indenture.


 


(c) The Class A Notes,
the Class B Notes and the Class C Notes that are not sold in offshore
transactions in reliance on Regulation S shall be offered and sold in reliance
on the exemption from registration under Rule 144A (except for any sale
directly from the Issuer) and, except as set forth in Section 2.12
of the Indenture, shall be issued in the form of one or more
permanent global notes in definitive, fully registered form without interest
coupons with the applicable legends set forth in Exhibits A,
B and C
hereto, respectively, added to the form of such Notes (each, a “Restricted Book-Entry Note”), which shall
be registered in the name of the nominee of the Clearing Agency and deposited
with Indenture Trustee, as custodian for the Clearing Agency.  The aggregate principal amount of the
Restricted Book-Entry Notes may from time to time be increased or decreased by
adjustments made on the records of Indenture Trustee or the Clearing Agency or
its nominee, as the case may be, as hereinafter provided.


 


(i) The Class A Notes,
the Class B Notes and the Class C Notes sold in offshore transactions in
reliance on Regulation S, except as set forth in Section 2.12
of the Indenture, shall be represented by one or more permanent
global securities in definitive, fully registered form without interest coupons
with the applicable legends set forth in Exhibits A, B and C hereto,
respectively, added to the form of such Notes (each, a “Regulation S Temporary Book-Entry Note”)
to be held by the Clearing Agency and registered in the name of a nominee of
the Clearing Agency or its custodian for the respective accounts of Euroclear
and Clearstream, duly executed by Issuer and authenticated by Indenture Trustee
as hereinafter provided.  The aggregate
principal amount of the Regulation S Temporary Book-Entry Notes may from time
to time be increased or decreased by adjustments made on the records of
Indenture Trustee or the Clearing Agency or its nominee, as the case may be, as
hereinafter provided.


 


(d) Definitive Notes
issued hereunder, as provided in Section 2.12 of
the Indenture, shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.


 


(e) The Class A Notes,
Class B Notes, and Class C Notes shall be executed by manual or facsimile
signature on behalf of Issuer by any Authorized Officer of Issuer.


 


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


 


SECTION 2.3  Regulation
S Book-Entry Notes.


 


(a)                                Any
interest in a Note evidenced by a Regulation S Temporary Book-Entry Note is
exchangeable for an interest in a permanent Book-Entry Note in fully
registered, global form, without interest coupons (a “Regulation S
Permanent Book-Entry 


 


17





















 


Note”), upon
the later of (i) the expiration of the Distribution Compliance Period (the
“Release Date”) and (ii) the furnishing of a certificate, substantially in the
form of Exhibit H attached hereto, certifying that the beneficial owner of the
Temporary Regulation S Book-Entry Note is a non-U.S. person (a “Regulation S Certificate”).  
Euroclear and/or Clearstream, as applicable, shall deliver to the Paying
Agent or the Indenture Trustee a certificate substantially in the form of Exhibit I (a “Non-U.S. Certificate”) attached hereto
promptly upon the receipt of each such Regulation S Certificate, and no such
beneficial owner (or transferee from such beneficial owner) shall be entitled
to receive an interest in a Regulation S Permanent Book-Entry Note prior to the
Paying Agent or the Indenture Trustee receiving such Non-U.S. Certificate from
Euroclear or Clearstream with respect to the portion of the Regulation S
Temporary Book-Entry Note owned by such beneficial owner.


 


(b)                               Each
Note Owner with respect to a Regulation S Temporary Book-Entry Note shall
exchange its interest therein for an interest in a Regulation S Permanent
Book-Entry Notes on or after the Release Date upon furnishing to Euroclear or
Clearstream (as applicable) the Regulation S Certificate and upon receipt by
the Paying Agent or the Indenture Trustee, as applicable of the Non-U.S.
Certificate thereof from Euroclear or Clearstream, as applicable, in each case
pursuant to the terms of this Section 2.3. 
On and after the Release Date, upon receipt by the Paying Agent or the
Indenture Trustee of any Non-U.S. Certificate from Euroclear or Clearstream described
in the immediately preceding sentence (i) with respect to the first such
certification, the Issuer shall execute, upon receipt of an order to
authenticate, and the Indenture Trustee shall authenticate and deliver to the
Indenture Trustee the applicable Regulation S Permanent Book-Entry Notes and
(ii) with respect to the first and all subsequent certifications, the Indenture
Trustee shall exchange on behalf of the applicable beneficial owners the
portion of the applicable Regulation S Temporary Book-Entry Note covered by
such certification for a comparable portion of the applicable Regulation S
Permanent Book-Entry Notes.


 


ARTICLE III



CONDITIONS TO ISSUANCE; USE OF PROCEEDS


 


SECTION 3.1  Conditions
to Issuance.  Indenture
Trustee shall not authenticate the Series 2004-1 Notes unless all conditions to
the issuance of the Series 2004-1 Notes under Section 2.8 of the
Indenture shall have been satisfied.


 


SECTION 3.2  Use of
Proceeds.  The Issuer
shall ensure that the net funds made available to Issuer from the issuance of
the Series 2004-1 Notes shall be used by Issuer to purchase Receivables from
Transferor pursuant to the Transfer and Servicing Agreement.  Transferor shall use the purchase price for
such Receivables to purchase Receivables from the Seller pursuant to the Sale
Agreement.  The Seller, in turn, shall
use the purchase price for such Receivables to repurchase Receivables from
Jefferson Smurfit Finance Corporation and Stone Receivables Corporation.  Jefferson Smurfit Finance Corporation and Stone
Receivables Corporation, in turn, shall use the purchase price for such
Receivables to repurchase the Series 


 


18





















 


1999-1 and Series 1999-2
Certificates issued by the Stone Receivables Corporation Master Trust and
terminate such Trust and to repay all commercial paper notes issued by
Jefferson Smurfit Finance Corporation and to terminate the related Liquidity
Agreement and other related program documents. 
The Indenture Trustee shall not be responsible for the Issuer’s use of
such proceeds.


 


ARTICLE IV



PAYMENTS AND ALLOCATIONS


 


SECTION 4.1  Interest.


 


(a) Interest (“Class A Monthly Interest”) on the Class A Notes shall (i)
accrue during each Accrual Period at a rate per annum equal to One-Month LIBOR
plus the Note Spread applicable to the Class A Notes, (ii) be calculated on the
basis of actual days over a year of 360 days, (iii) be due and payable on each
Payment Date and (iv) be calculated based on the Outstanding Principal Balance
of such Class A Notes immediately preceding such Payment Date (after giving
effect to any distributions of principal on each date).


 


(b) Interest (“Class B Monthly Interest”) on the Class B Notes shall (i)
accrue during each Accrual Period at a rate per annum equal to One-Month LIBOR
plus the Note Spread applicable to the Class B Notes, (ii) be calculated on the
basis of actual days over a year of 360 days, (iii) be due and payable on each
Payment Date and (iv) be calculated based on the Outstanding Principal Balance
of such Class B Notes immediately preceding such Payment Date (after giving
effect to any distributions of principal on each date).


 


(c) Interest (“Class C Monthly Interest”) on the Class C Notes shall (i)
accrue during each Accrual Period at a rate per annum equal to One-Month LIBOR
plus the Note Spread applicable to the Class C Notes, (ii) be calculated on the
basis of actual days over a year of 360 days, (iii) be due and payable on
each Payment Date and (iv) be calculated based on the Outstanding Principal Balance
of such Class C Notes immediately preceding such Payment Date (after giving
effect to any distributions of principal on each date).


 


(d) The Servicer shall
calculate the Class A Monthly Interest, the Class B Monthly Interest and the
Class C Monthly Interest in accordance with this Section 4.1 based
on the applicable One-Month LIBOR determined by the Indenture Trustee.  Prior to each Payment Date, the Indenture
Trustee shall review the Servicer’s calculation of the Class A Monthly
Interest, the Class B Monthly Interest and the Class C Monthly Interest and
report any discrepancy to the Servicer, and, with the Servicer, shall resolve
such discrepancy.


 


SECTION 4.2  Series Accounts;
Series 2004-1 Distribution Account.  (a) 
Indenture Trustee shall cause to be established and maintained in the
name of Indenture Trustee, (i) for the benefit of the Class A Noteholders, (ii)
for the benefit, subject to the prior and senior interest of 


 


19





















 


the Class A Noteholders,
of the Class B Noteholders, (iii) for the benefit, subject to the prior and
senior interests of the Class A Noteholders and the Class B Noteholders, of the
Class C Noteholders and (iv) in the case of clauses (A) and
(B) below, for the benefit, subject to
the prior and senior interests of the Series 2004-1 Noteholders, of the holder
of the Transferor Interest, (A) a subaccount of the Collection Account (the “Series 2004-1 Collection Subaccount”), which subaccount is
the Series Collection Subaccount with respect to Series 2004-1; and (B) two
subaccounts of the Series 2004-1 Collection Subaccount: (1) the Series 2004-1
Principal Collection Sub-subaccount and (2) the Series 2004-1 Non-Principal
Collection Sub-subaccount (respectively, the “Series
2004-1 Principal Collection Sub-subaccount” and the “Series 2004-1 Non-Principal Collection Sub-subaccount”; all
accounts established pursuant to this subsection (a),
collectively, the “Series Accounts”
for Series 2004-1), each Series Account to bear a designation indicating that
the funds deposited therein are held for the benefit of the Persons (and, for
each such Person, to the extent) set forth in clauses (i),
(ii), (iii)
and (iv) above and to otherwise be
maintained in accordance with the terms hereof and of the Indenture (including Sections 8.2 and 8.3 thereof).


 


(b) All Permitted
Investments in the Series Accounts shall be invested, subject to Section 8.3 of the Indenture, together with funds held in
other Sub-subaccounts of the Collection Account.  After giving effect to any distribution to
the holder of the Transferor Interest pursuant to Section
8.6(e) of the Indenture, amounts on deposit and available for
investment in the Series 2004-1 Principal Collection Sub-subaccount shall be
invested by Indenture Trustee at the written direction of the Servicer in
Permitted Investments that mature, or that are payable or redeemable upon
demand of the holder thereof, (i) in the case of any such investment made
during the Revolving Period, on or prior to the next Business Day and (ii) in
the case of any such investment made during the Series 2004-1 Amortization
Period, on or prior to the Business Day immediately preceding the next Payment
Date.  Amounts on deposit and available
for investment in the Series 2004-1 Non-Principal Collection Sub-subaccount
shall be invested by Indenture Trustee at the written direction of the Servicer
in Permitted Investments that mature, or that are payable or redeemable upon
demand of the holder thereof, on or prior to the Business Day immediately preceding
the next Payment Date.  As of the
Business Day immediately preceding each Payment Date, all interest and other
investment earnings (net of losses and investment expenses) on funds deposited
in the Series 2004-1 Principal Collection Sub-subaccount shall be deposited in
the Series 2004-1 Non-Principal Collection Sub-subaccount.  Absent its receipt of timely investment
instructions, the Indenture Trustee shall have no obligation to make any
investment and funds shall remain uninvested.


 


SECTION 4.3  Daily
Calculations and Series Allocations.


 


(a) On each Business Day,
Servicer shall calculate the Series 2004-1 Allocation Percentage, the Series
2004-1 Allocated Receivables Amount and the Series 2004-1 Target Receivables
Amount.


 


(b) The funds allocated
to Series 2004-1 in accordance with Section 8.6 of
the Indenture are called the “Series 2004-1 Collections.”


 


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SECTION 4.4  Daily
Allocations of Series Collections.  On each Business Day, Servicer shall, (a)
determine the sum of (i) the aggregate amount of Series 2004-1 Collections for
such Business Day, and (ii) the amount of funds then available on account of a Distribution
Shortfall (with respect to Series 2004-1) pursuant to the Indenture Supplements
for any other Series in Group 1 to the extent needed to fund the items
described in priorities first and
second
below, in the priority indicated (collectively, “Series
2004-1 Available Funds”), (b) indicate the amount of Series 2004-1
Available Funds in the Daily Report delivered on such Business Day (whether or
not a Payment Date) and (c) direct the Indenture Trustee in the Daily Report
to, and upon receipt of such Daily Report, the Indenture Trustee shall, in
reliance on such instructions and without any independent verification,
distribute such Series 2004-1 Available Funds as follows:


 


first, an amount of Series 2004-1 Available Funds
for such Business Day up to the amount necessary to cause the Required Amount
for such day to be on deposit therein, shall be transferred by Indenture
Trustee from the Series 2004-1 Collection Subaccount to the Series 2004-1
Non-Principal Collection Sub-subaccount;


 


second, following the transfers pursuant to clause first above, any remaining Series 2004-1 Available
Funds shall be transferred by Indenture Trustee to the Series 2004-1 Principal
Collection Sub-subaccount for distribution (in the following priority):


 


(v)           an amount equal to the lesser of (A) the Series 2004-1
Servicer Transfer Cost Allocation, if any, on such Business Day, and (B) the
amount of funds available pursuant to this clause second
shall be held in the Series 2004-1 Principal Collection Sub-subaccount for
distribution on the next Payment Date in accordance with Section 5.1;


 


(w)          an
amount equal to the lesser of (A) the Series 2004-1 Monthly Principal Amount,
if any, on such Business Day, and (B) the amount of funds remaining on deposit
in the Series 2004-1 Principal Collection Sub-subaccount that has not been
allocated pursuant to subclause (v)
of this clause second, shall be held in the
Series 2004-1 Principal Collection Sub-subaccount for distribution in
accordance with Section 5.1 on each Payment Date
during the Series 2004-1 Amortization Period;


 


(x)            an
amount equal to the lesser of (A) the Series 2004-1 Excess Funding Account
Deposit Amount, if any, and (B) the amount remaining on deposit in the Series
2004-1 Principal Collection Sub-subaccount that has not been allocated pursuant
to subclause (v) or (w)
of this clause second, shall be deposited in the
Excess Funding Account;


 


(y)           an
amount equal to the lesser of (A) unpaid Excess Program Costs at such time and
(B) the amount remaining on deposit in the Series 2004-1 Principal Collection
Sub-subaccount that has not been allocated pursuant to subclause
(v),  (w) or (x)of
this clause second shall be held in the
Series 2004-1 Principal Collection Sub-subaccount for distribution on the next
Payment Date in accordance with Section 5.1;
and


 


(z)            if
there is a Distribution Shortfall with respect to any Series (other than Series
2004-1) in Group 1 on such Business Day, an amount equal to the lesser of (A)
the 


 


21





















 


amount of such Distribution
Shortfall and (B) the amount remaining on deposit in the Series 2004-1
Principal Collection Sub-subaccount that has not been allocated pursuant to subclause (v), (w), (x) or (y)
of this clause second, shall be transferred to Indenture
Trustee, for distribution to the applicable accounts or Persons specified in
the Indenture Supplement with respect to such Series, it being understood that
if the Distribution Shortfalls for all Series (other than Series 2004-1) in
Group 1 exceed the amount of funds available pursuant to this clause second, then such funds shall be allocated to such
Series pro  rata based on their respective
Distribution Shortfalls; and


 


third, the remainder of the Series 2004-1
Available Funds shall be distributed to the holder of the Transferor Interest.


 


SECTION 4.5  Withdrawals
from the Excess Funding Account. 
On the first day of the Series 2004-1 Amortization Period, Servicer
shall instruct Indenture Trustee to transfer (and Indenture Trustee shall
transfer) the Series 2004-1 Allocation Percentage of the entire balance in the
Excess Funding Account to the Series 2004-1 Principal Collection
Sub-subaccount.


 


SECTION 4.6  Determination
of Principal to be Distributed with respect to Series 2004-1.  The amount of principal distributable with
respect to the Series 2004-1 Notes shall be determined by Servicer and set
forth on each Monthly Report.


 


(a) On each Payment Date
during the Series 2004-1 Amortization Period, an amount equal to Class A
Monthly Principal shall be distributable from the Series 2004-1 Principal
Collection Sub-subaccount with respect to the Class A Notes up to the amount on
deposit in such account on the immediately preceding Determination Date; provided, however,
distributions of such principal shall be in accordance with Section 5.1.


 


(b) An amount equal to
Class B Monthly Principal shall be distributable from the Series 2004-1
Principal Collection Sub-subaccount with respect to the Class B Notes on each
Payment Date beginning with the Payment Date on which the Class A Notes are
paid in full, up to the amount on deposit in such account on the immediately
preceding Determination Date (net of any amounts therein to be applied on such
Payment Date to the Class A Collateral Amount); provided,
however, distributions of such principal shall be in accordance with
Section 5.1.


 


(c) An amount equal to
Class C Monthly Principal shall be distributable from the Series 2004-1
Principal Collection Sub-subaccount with respect to the Class C Notes on each
Payment Date beginning with the Payment Date on which both the Class A Notes
and Class B Notes are paid in full, up to the amount on deposit in such account
on the immediately preceding Determination Date (net of any amounts therein to
be applied on such Payment Date to the Class A Collateral Amount or Class B
Collateral Amount); provided, however, distributions of such principal shall be in
accordance with Section 5.1.


 


SECTION 4.7  Available
Overcollateralization.


 


(a) If a Series 2004-1
Amortization Period begins, Servicer shall calculate the Available
Overcollateralization as of the Series 2004-1 Amortization Period Calculation 


 


22





















 


Date and report such
amount in the Daily Report for the first Business Day in the Series 2004-1
Amortization Period.  Servicer shall also
calculate the Available Overcollateralization as of each Determination Date
falling in the Series 2004-1 Amortization Period, such calculation to be
reflected in the related Monthly Report.


 


(b) The Available
Overcollateralization as of the Series 2004-1 Amortization Period Calculation
Date shall equal the result of:


 


(i) the Series 2004-1 Allocated
Receivables Amount as of the opening of business of the Series 2004-1
Amortization Period Calculation Date; minus


 


(ii) the sum of (A) the
lesser of (x) the excess of the Series 2004-1 Allocated Receivables Amount over
the Required Overcollateralization Amount and (y) the Series 2004-1 Collateral
Amount and (B) the Adjusted Carrying Cost Reserve, in each case, at the opening
of business on the Series 2004-1 Amortization Period Calculation Date.


 


(c) The Available
Overcollateralization, as of any Determination Date in the Series 2004-1
Amortization Period, shall equal the result of:


 


(i) the Available Overcollateralization
as of the preceding Determination Date (or as of the Series 2004-1 Amortization
Period Calculation Date, in the case of the first Determination Date falling in
the Series 2004-1 Amortization Period); minus


 


(ii) the Series 2004-1
Allocable Write-Off Amount with respect to the OC Measuring Period most
recently ended prior to that Determination Date; minus


 


(iii) the Series 2004-1
Allocable Dilution with respect to the OC Measuring Period most recently ended
prior to that Determination; plus


 


(iv) subject to Section 4.8,
the Series 2004-1 Allocable Recoveries and the Series 2004-1 Allocable Dilution
Adjustments with respect to the OC Measuring Period prior to that Determination
Date.


 


(d) Notwithstanding the
foregoing, in no event shall the Available Overcollateralization at any time be
less than zero and in no event shall the Available Overcollateralization at any
time during the Series 2004-1 Amortization Period be greater than the Available
Overcollateralization calculated for the first Determination Date falling in
the Series 2004-1 Amortization Period pursuant to subsection (c) (other than as a
result of Recoveries).


 


SECTION 4.8  Write-Offs
and Recoveries.


 


(a) In each Monthly
Report required to be delivered during the Series 2004-1 Amortization Period,
Servicer shall calculate the Series 2004-1 Collateral Amount


 


23





















 


Write-Offs and the Series
2004-1 Allocable Recoveries for the most recently ended OC Measuring Period.


 


(b) If the Series 2004-1
Collateral Amount Write-Offs calculated in any Monthly Report exceed zero, the
Series 2004-1 Collateral Amount shall be reduced by the amount of the Series
2004-1 Collateral Amount Write-Offs with effect from the related Determination
Date, subject to the next sentence.  Any
such reduction shall be allocated first to the Class C Collateral Amount until the Class C
Collateral Amount has been reduced to zero, second to the Class B Collateral
Amount until the Class B Collateral Amount has been reduced to zero, and third to the Class A Collateral Amount until the Class A
Collateral Amount has been reduced to zero.


 


(c) If the Series 2004-1
Collateral Amount has been reduced on account of any Series 2004-1 Collateral
Amount Write-Offs, then any Series 2004-1 Allocable Recoveries with respect to
any Settlement Period ending after the reduction takes place shall be applied
to reinstate the Series 2004-1 Collateral Amount, to the extent of such prior
reductions that have not previously been reinstated, with effect from the
related Determination Date.  Any such
reinstatement shall be allocated first to the Class A Collateral Amount until all prior
reductions to the Class A Collateral Amount on account of Series 2004-1
Collateral Amount Write-Offs have been reinstated, second to the Class B Collateral
Amount until all prior reductions to the Class B Collateral Amount on account
of Series 2004-1 Collateral Amount Write-Offs have been reinstated, and third to the Class C Collateral Amount until all prior
reductions to the Class C Collateral Amount on account of Series 2004-1
Collateral Amount Write-Offs have been reinstated.


 


(d) If Series 2004-1
Allocable Recoveries are applied pursuant to subsection (c) to reinstate
the Series 2004-1 Collateral Amount on any Payment Date, then Series 2004-1
Allocable Recoveries shall be applied to increase the Available
Overcollateralization on the related Determination Date only to the extent of
the excess, if any, of the Series 2004-1 Allocable Recoveries, minus the
amount of Allocable Recoveries so applied.


 


SECTION 4.9  Certain
Dilution in a Series 2004-1 Amortization Period.


 


(a) In each Monthly
Report required to be delivered during the Series 2004-1 Amortization Period,
Servicer shall calculate the Series 2004-1 Allocable Dilution and the Series
2004-1 Allocable Dilution Adjustments for the most recently ended OC Measuring
Period.


 


(b) If the Available
Overcollateralization or the Series 2004-1 Collateral Amount has been reduced
on account of any Series 2004-1 Allocable Dilution, then any Series 2004-1
Allocable Dilution Adjustments with respect to any OC Measuring Period ending
after the reduction takes place shall be allocated (x) first,
to reinstate the Series 2004-1 Collateral Amount (with the same allocation
among Series 2004-1 Noteholders as is described in Section
4.8(c)), and (y) second, to
reinstate the Available Overcollateralization, in each case to the extent not
previously reinstated.  Any funds so 


 


24





















 


allocated on any day
shall be distributed in accordance with the priorities set forth in Section 4.4.


 


SECTION 4.10  Optional
Redemption. (a) On any day (a “Servicer
Redemption Date”) occurring after the date on which the Outstanding
Principal Balance of the Series 2004-1 Notes has been reduced to an amount less
than or equal to 8% of the initial Outstanding Principal Balance of the Series
2004-1 Notes, Servicer shall have the option to cause Issuer to redeem the
Series 2004-1 Notes by paying the applicable Redemption Price in accordance
with Section 4.10(c).  Servicer shall give Indenture Trustee at
least 30 days prior written notice of the date on which Servicer intends to
exercise such optional redemption.


 


(b)           On any day on or after the Payment
Date in March 2009 (an “Issuer Redemption Date”),
Issuer may redeem the Series 2004-1 Notes by paying the applicable Redemption
Price in accordance with Section 4.10(c).  Issuer shall give Indenture Trustee at least
30 days prior written notice of the Payment Date on which Issuer intends to
redeem the Series 2004-1 Notes.


 


(c)           The purchase price payable by
Servicer or Issuer, as applicable, in connection with an optional redemption
pursuant to this Section 4.10 (the applicable “Redemption Price”) shall be an amount equal to (a) if the
applicable Redemption Date is a Payment Date, the Redemption Amount for such
Payment Date and (b) if the applicable Redemption Date is not a Payment Date,
the Redemption Amount as of the Payment Date following such Redemption Date.    Redemption of the Series 2004-1 Notes is
subject to payment in full of the Redemption Price, which shall be deposited by
Servicer or Issuer, as applicable, to the Series 2004-1 Collection Subaccount
by 12:00 noon New York City time on the applicable Redemption Date.  Following deposit of the Redemption Price
into the Series 2004-1 Collection SubAccount, the Series 2004-1 Collateral
Amount shall be reduced to zero.  On the
Payment Date falling on or immediately after the Redemption Date, Indenture
Trustee shall withdraw the Redemption Price from the Series 2004-1 Collection
SubAccount and distribute the Redemption Price in accordance with the priority
described in Section 4.4.


 


ARTICLE V



DISTRIBUTIONS AND REPORTS


 


SECTION 5.1  Distributions.  (a) On each Payment Date, Indenture Trustee
shall distribute (based solely on information provided in the applicable
Monthly Report and, subject to Section 4.1(d),
without any independent review or verification of such information) funds on
deposit in the Series 2004-1 Non-Principal Collection Sub-subaccount in the
following priority to the extent funds are available:


 


first, to Servicer, the Servicing Fee for the
preceding Settlement Period;


 


second, to the Class A Noteholders, an amount equal
to Class A Monthly Interest for such Payment Date, plus
the amount of any Class A Monthly Interest previously due but not distributed
to the Class A Noteholders on a prior Payment Date;


 


25





















 


third, to the Class B Noteholders, an amount equal
to Class B Monthly Interest for such Payment Date, plus
the amount of any Class B Monthly Interest previously due but not distributed
to the Class B Noteholders on a prior Payment Date;


 


fourth, to the Class C Noteholders, an amount equal
to Class C Monthly Interest for such Payment Date, plus
the amount of any Class C Monthly Interest previously due but not distributed
to the Class C Noteholders on a prior Payment Date;


 


fifth, to the Indenture Trustee, any unpaid
Program Costs for the preceding Settlement Period; provided that amounts
payable pursuant to this clause fifth
shall not exceed $50,000 during any calendar year;


 


sixth, to the applicable payees (including the
Indenture Trustee), pro rata, any
unpaid Program Costs for the preceding Settlement Period, to the extent not
paid pursuant to clause fifth above; and


 


seventh, if such Payment Date is during the Series
2004-1 Accumulation Period or Series 2004-1 Amortization Period, to the Series
2004-1 Principal Collection Sub-subaccount, any remaining funds.


 


To the extent that there are
funds remaining in the Series 2004-1 Non-Principal Collection Sub-subaccount
after the distribution of funds on deposit therein as set forth above in this Section 5.1(a), Indenture Trustee shall deposit an amount
equal to the Excess Funding Account Deposit Amount, if any, to the Excess
Funding Account, and any remaining funds shall be paid to the holder of the
Transferor Interest.


 


(b) On each Payment Date,
Indenture Trustee shall distribute (based solely on the information provided in
the applicable Monthly Report), funds on deposit in the Series 2004-1 Principal
Collection Sub-subaccount in the following order of priority to the extent
funds are available:


 


first, if any amounts are owed to Indenture
Trustee on account of Servicer Transfer Costs, to the Indenture Trustee an
amount equal to the Series 2004-1 Servicer Transfer Cost Allocation;


 


second, (i) on each Payment Date during the Series
2004-1 Amortization Period, an amount equal to the Series 2004-1 Monthly
Principal Amount for such Payment Date shall be distributed:


 


(A)          first,
pro rata to the Class A Noteholders
until repayment in full of the Class A Collateral Amount;


 


(B)           second,
pro rata to the Class B Noteholders
until repayment in full of the Class B Collateral Amount; and


 


(C)           third,
pro rata to the Class C Noteholders
until repayment in full of the Class C Collateral Amount; and


 


26





















 


(ii)
on each Payment Date during the Series 2004-1 Accumulation Period, an amount
equal to the Series 2004-1 Monthly Principal Amount shall be retained in the
Series 2004-1 Principal Collection Sub-subaccount and held in trust for the
Series 2004-1 Noteholders for distribution on the Expected Payment Date;


 


third, the lesser of (i) any funds remaining in
the Series 2004-1 Principal Collection Sub-subaccount in excess of any Series
2004-1 Monthly Principal Amount and (ii) any unpaid Excess Program Costs for
the preceding Settlement Period shall be paid, pro rata,
to the applicable payees (including the Indenture Trustee); and


 


fourth, any remaining balance in excess of the
Series 2004-1 Monthly Principal Amount shall be paid to the holder of the
Transferor Interest.


 


(c) All distributions to
the Series 2004-1 Noteholders shall be made on a Payment Date.  Indenture Trustee shall send distributions to
each Series 2004-1 Noteholder on each Payment Date by wire transfer of
immediately available funds to an account maintained by such Series 2004-1
Noteholder with a bank in the United States (and, in the case of any Series
2004-1 Notes which are represented by Book-Entry Notes, not later than the time
by which the Clearing Agency must receive funds in order to apply them on such
day to the accounts of the Persons entitled to receive such payments on such
Payment Date); provided
that such Noteholder notified Indenture Trustee in writing as to such account
at least five Business Days prior to such Payment Date (such notice to remain
effective with respect to such Noteholder until different instructions are
received by the Indenture Trustee). 
Distributions to Series 2004-1 Noteholders which do not qualify
under the preceding sentence shall be made by check mailed to such Series
2004-1 Noteholders.  All distributions to
Class A Noteholders shall be made on a pro
rata basis (based on the Outstanding Principal Balances of the Class
A Notes).  All distributions to the Class
B Noteholders shall be made on a pro rata basis (based on the Outstanding Principal Balances
of the Class B Notes).  All distributions
to the Class C Noteholders shall be made on a pro rata basis (based on the
Outstanding Principal Balances of the Class C Notes).  For purposes of distributions to Series
2004-1 Noteholders on a Payment Date, the status of a Person as a Series 2004-1
Noteholder shall be determined as of the preceding Record Date.


 


27





















 


SECTION 5.2  Daily
Reports, Monthly Reports and Other Information.


 


(a) A report (the “Daily  Report”) shall be delivered by Servicer to Indenture Trustee
on each Business Day and each such report shall be substantially in the form
set out in Exhibit
D or in such other form as may be consistent with the terms of this
Indenture Supplement.  A report (the “Monthly Report”)
shall be delivered by Servicer to Indenture Trustee on each Determination Date
and each such report shall be substantially in the form set out in Exhibit E
or in such other form as may be consistent with the terms of this Indenture
Supplement.  Indenture Trustee shall
provide copies of each Monthly Report to each Series 2004-1 Noteholder and the
Rating Agencies.  Each Daily Report and
Monthly Report shall report the required information for all outstanding
Series.


 


Without limiting the preceding paragraph, at the
written request of Servicer, Indenture Trustee shall provide or make available
electronically via its internet website (or upon written request, by first
class mail or facsimile) each Monthly Report to the Persons referred to in the
preceding paragraph; provided, however, Indenture Trustee shall have no
obligation to provide such reports described in this Section 5.2 until it has received the requisite information
from Servicer.


 


If Servicer so requests that Indenture Trustee provide
the Monthly Reports, Indenture Trustee may make available to any Rating Agency,
any Noteholder or Note Owner of a Series 2004-1 Note, via Indenture Trustee’s
internet website or via e-mail to Noteholders as requested by Servicer, in
writing, all Monthly Reports available each month and, with the consent or at the
direction of the holder of the Transferor Interest, such other information
regarding the Notes and/or the Collateral as Indenture Trustee may have in its
possession, but only, with respect to Indenture Trustee’s internet website,
with the use of a password provided by Indenture Trustee or its agent to such
Person. Indenture Trustee will make no representation or warranties as to the
accuracy or completeness of such documents and will assume no responsibility
therefor.


 


In connection with providing access to Indenture
Trustee’s interest website, Indenture Trustee may require registration and the
acceptance of a disclaimer. Indenture Trustee shall not be liable for the
dissemination of information in accordance with this Section 5.2.


 


(b) Notwithstanding any
other provision of this Indenture Supplement:


 


(i) In the event that a
calculation or determination to be made with respect to periods prior to the
Closing Date refers to a Daily Report or Monthly Report, such calculation or
determination shall be made even though Daily Reports or Monthly Reports were
not required to be delivered pursuant to this Indenture Supplement prior to the
Closing Date.


 


(ii) This Section 5.2 shall not limit the obligation of Servicer to
make the allocations and calculations required by this Indenture Supplement on
a daily basis.


 


SECTION 5.3  Annual
Tax Information.  During
January (and on or before January 31) of each calendar year, the Indenture
Trustee shall furnish or cause to be furnished to each Person 


 


28





















 


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 their federal income tax returns. 
Notwithstanding anything to the contrary contained in this Agreement,
the Indenture Trustee shall, to the extent required by applicable law, from
time to time furnish to the appropriate Persons prior to the end of the period
required by applicable law, the information required to complete a Form
1099-INT.


 


SECTION 5.4  Periodic
Perfection Certificate. 
Within one hundred five (105) days after the end of each fiscal year of
Issuer, Servicer, on behalf of Issuer, shall furnish or cause to be furnished
to Indenture Trustee an Officer’s Certificate setting forth a list of all
changes in the name, identity, corporate structure or jurisdiction of
incorporation of Issuer, Transferor or any Seller that have taken place since
the date of the Officer’s Certificate most recently delivered pursuant to this Section 5.4, or indicating that no such events have taken
place, and stating in each case what filings of UCC financing statements, or
amendments thereto, relating to the Transaction Documents have been made in
connection with each such event (identifying the date and filing index numbers
for each).  If any such new UCC financing
statements are filed, Servicer shall cause Indenture Trustee to be named as
secured party (in the case of any filing against Issuer) or assignee of the
secured party (in the case of any filing against Transferor or a Seller).  The Indenture Trustee shall be under no
obligation to file and prepare any financing or continuation statements or to
take any other action, such obligation being solely that of the Servicer.


 


ARTICLE VI



SERIES 2004-1 PAY-OUT EVENTS


 


SECTION 6.1  Series
2004-1 Pay Out Events. 
Each of the following shall constitute a “Series
2004-1 Pay Out Event”:


 


(a) The occurrence of an
Issuer Pay Out Event.


 


(b) The Series 2004-1
Allocated Receivables Amount shall be less than the Series 2004-1 Target
Receivables Amount for any period of five (5) consecutive Business Days.


 


(c) The failure (i) on
the part of Transferor, Issuer or Servicer to make (x) any payment or deposit
of principal or interest required by the terms of the Indenture or this
Indenture Supplement or the Transfer and Servicing Agreement on or before three
(3) Business Days after the date such payment or deposit is required to be made
or (y) any other payment or deposit required by the Indenture or this Indenture
Supplement or the Transfer and Servicing Agreement on or before five (5)
Business Days after the date such other payment or deposit is required to be
made; or (ii) on the part of Transferor or Issuer to duly observe or perform in
any material respect any other covenants or agreements of 


 


29





















 


Transferor or Issuer set
forth in the Indenture or this Indenture Supplement or the Transfer and
Servicing Agreement; or (iii) on the part of Servicer to deliver the Daily
Report required on any Business Day pursuant to the Indenture or this Indenture
Supplement or the Transfer and Servicing Agreement; which failure, with respect
to clause (ii), continues unremedied for
ten (10) days or, with respect to clause (iii)
continues unremedied for five (5) days, in each case after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to Transferor, Issuer or Servicer by Indenture Trustee, or to
Transferor and Indenture Trustee by the Series 2004-1 Noteholders holding
Outstanding Principal Balances aggregating more than 50% of the Series 2004-1
Collateral Amount.


 


(d) Any representation or
warranty made by Transferor or Issuer in the Indenture, this Indenture
Supplement or the Transfer and Servicing Agreement, or any information
contained in a computer file, microfiche list or hard copy list required to be
delivered by Transferor or Issuer pursuant to the Indenture, any Indenture
Supplement or the Transfer and Servicing 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 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to Transferor or Issuer by Indenture Trustee, or to
Transferor by Indenture Trustee after receipt of notice from Series 2004-1
Noteholders holding Outstanding Principal Balances aggregating not less than
51% of the Series 2004-1 Collateral Amount and as a result of which the
interests of the Series 2004-1 Noteholders are materially and adversely
affected.


 


SECTION 6.2  Early
Amortization Period.  (a)
If a Series 2004-1 Pay Out Event described in Section
6.1(b) occurs and such deficiency in the Series 2004-1 Allocated
Receivables Amount is cured within five (5) Business Days after the five (5)
Business Day period specified in Section 6.1(b),
notwithstanding such cure, the Early Amortization Period shall automatically
commence at the end of such additional five Business Day period unless the
Required Series 2004-1 Noteholders agree in writing to waive the occurrence of
the Series 2004-1 Pay Out Event described in Section
6.1(b) and the commencement of the Early Amortization Period.  Notwithstanding the foregoing, Series 2004-1
Noteholders evidencing more than 50% of the Outstanding Principal Balance of
the Series 2004-1 Notes may cause the commencement of the Early Amortization
Period prior to the end of the additional five Business Day period specified in
the preceding sentence by written notice delivered to the Indenture Trustee if
a Series 2004-1 Pay Out Event described in Section 6.1(b) has occurred and is
continuing.  Upon the occurrence of a
Series 2004-1 Pay Out Event described in Section 6.1(b),
the Indenture Trustee shall notify the Noteholders of such event and shall
review each Daily Report delivered thereafter to determine whether the
deficiency in the Series 2004-1 Allocated Receivables Amount is reported to be
cured within five (5) Business Days after the five (5) Business Day period
specified in Section 6.1(b).  If the deficiency in the Series 2004-1
Allocated Receivables Amount is not cured within five (5) Business Days after
the five (5) Business Day period specified in Section
6.1(b), the Early Amortization Period shall automatically commence.


 


(b) Upon the occurrence
and continuance of any Series 2004-1 Pay Out Event described in Section 6.1(a), the Early Amortization Period shall commence
immediately 


 


30





















 


on the date of such
occurrence without any notice or other action on the part of any Person.


 


(c) If a Series 2004-1
Pay Out Event described in Section 6.1(c)(ii)
or (c)(iii) or (d)
occurs, Indenture Trustee may, and at the direction of the Required Series
2004-1 Noteholders, shall, by notice then given in writing to Issuer and
Servicer (and to Indenture Trustee if given by the Series 2004-1 Noteholders)
commence the Early Amortization Period as of the date of such notice.


 


(d) If a Series 2004-1
Pay Out Event described in Section 6.1(c)(i)
occurs, unless within fifteen days of any such event (after an applicable grace
period) Series 2004-1 Noteholders holding Outstanding Principal Balances more
than 50% of the Outstanding Principal Balance of the Series 2004-1 Notes waive
such event, the Early Amortization Period shall commence immediately without
any notice on the part of the Series 2004-1 Noteholders or Indenture Trustee.


 


(e) After the occurrence
of a Series 2004-1 Pay Out Event, Indenture Trustee shall promptly notify the
Rating Agencies of such event and deliver to the Rating Agencies, upon request,
any information that Indenture Trustee has received from Servicer regarding the
Transferred Receivables or the transaction contemplated by this Indenture
Supplement and the other Transaction Documents.


 


ARTICLE VII



MISCELLANEOUS


 


SECTION 7.1  Amendments,
Waivers, Etc.  This
Indenture Supplement shall not be amended, modified or waived except in
accordance with Article
IX of the Indenture.


 


SECTION 7.2  Indenture
Trustee.  Indenture
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Indenture Supplement or for or in respect
of the representations or recitals contained herein, all of which
representations and recitals are made solely by Issuer and Servicer.


 


SECTION 7.3  Instructions
in Writing.  All
instructions given by Servicer to Indenture Trustee pursuant to this Indenture
Supplement shall be in writing, and may be included in a Daily Report or
Monthly Report.


 


SECTION 7.4  Rule 144A.  So long as any of the Series 2004-1 Notes are
“restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act, Issuer shall, unless it becomes subject to and complies with
the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, provide to any Holder or Note Owner of such restricted
securities, or to any prospective Holder or Note Owner of such restricted securities
designated by a Holder or Note Owner, upon the request of such Holder or Note
Owner or prospective Holder or Note Owner, any information required to be
provided by Rule 144A(d)(4) under the Securities Act.


 


31





















 


SECTION 7.5  Restrictions
on Transfer.


 


(a) On the Closing Date,
the Transferor shall sell the Series 2004-1 Notes to the Initial Purchasers
pursuant to the Purchase Agreement and deliver such Series 2004-1 Notes in
accordance herewith and therewith. 
Thereafter, no Series 2004-1 Note may be sold, transferred or otherwise
disposed of except as follows:


 


(i) to Persons that the
transferring Person reasonably believes are Qualified Institutional Buyers in
reliance on the exemption from the registration requirements of Rule 144A under
the Securities Act (“Rule 144A”); or


 


(ii) in offshore
transactions to non-U.S. Persons in reliance on Regulation S under the
Securities Act (“Regulation S”); or


 


(iii) to the Transferor.


 


and, in each case in accordance with all applicable
laws and regulations of the United States and the States thereof, and (if
applicable) foreign laws and regulations.


 


Indenture Trustee shall have no obligations or duties
with respect to determining whether any transfers of the Series 2004-1 Notes
are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, Indenture
Trustee shall enforce such transfer restrictions in accordance with the terms
set forth on the related Series 2004-1 Note and the provisions of this
Indenture Supplement.


 


(b) Notwithstanding any
provision to the contrary herein, so long as a Book-Entry Note remains
outstanding with respect to Series 2004-1 and is held by or on behalf of the
Clearing Agency, transfers of a Book-Entry Note, in whole or in part, shall
only be made in accordance with this Section 7.5(b).


 


(i) General.  Subject to clauses (ii)
through (iv) of this Section
8.5(b), transfers of a Book-Entry Note shall be limited to transfers
of such Book-Entry Note in whole, but not in part, to a nominee of the Clearing
Agency or to a successor of the Clearing Agency or such successor’s nominee.


 


(ii) Regulation S
Book-Entry Note to Restricted Book-Entry Note. If a holder of a
beneficial interest in a Regulation S Book-Entry Note wishes to transfer all or
a part of its interest in such Regulation S Book-Entry Note to a Person who
wishes to take delivery thereof in the form of a Restricted Book-Entry Note,
such holder may, subject to the terms hereof and the rules and procedures of
Euroclear, Clearstream or the Clearing Agency, as the case may be, exchange or
cause the exchange of such interest for an equivalent beneficial interest in a
Restricted Book-Entry Note of the same Class. 
Upon receipt by the Note Registrar, of (A) instructions from
Euroclear, Clearstream or the Clearing Agency, as the case may be, directing
the Note Registrar to cause such Restricted Book-Entry Note to be increased by
an amount equal to such beneficial interest in such Regulation S Book-Entry
Note but not less than the minimum denomination 


 


32





















 


applicable to the related
Class of Notes, and (B) a certificate substantially in the form of Exhibit F hereto given by the prospective transferee of such
beneficial interest and stating, among other things, that such transferee
acquiring such interest in a Restricted Book-Entry Note is a Qualified
Institutional Buyer, is obtaining such beneficial interest in a transaction
pursuant to Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction,
then Euroclear, Clearstream or the Note Registrar, as the case may be, will
instruct the Clearing Agency to reduce such Regulation S Book-Entry Note by the
aggregate principal amount of the interest in such Regulation S Book-Entry
Note to be transferred, increase the Restricted Book-Entry Note specified in
such instructions by an aggregate principal amount equal to such reduction in such
principal amount of the Regulation S Book-Entry Note and make the corresponding
adjustments to the applicable participants’ accounts.


 


(iii) Restricted Book-Entry Note to Regulation S Book-Entry Note.
If a holder of a beneficial interest in a Restricted Book-Entry Note wishes to
transfer all or a part of its interest in such Restricted Book-Entry Note to a
Person who wishes to take delivery thereof in the form of a Regulation S
Book-Entry Note, such holder may, subject to the terms hereof and the rules and
procedures of Euroclear, Clearstream or the Clearing Agency, as the case may
be, exchange or cause the exchange of such interest for an equivalent
beneficial interest in a Regulation S Book-Entry Note of the same
Class.  Upon receipt by the Note
Registrar of (A) instructions from Euroclear, Clearstream or the Clearing
Agency, as the case may be, directing as the Note Registrar, to cause such
Regulation S Book-Entry Note to be increased by an amount equal to such
beneficial interest in such Restricted Book-Entry Note but not less than the
minimum denomination applicable to the related Class of Notes to be exchanged,
and (B) a certificate substantially in the form of Exhibit G hereto
given by the prospective transferee of such beneficial interest and stating,
among other things, that such transferee acquiring such interest in a
Regulation S Book-Entry Note is not a U.S. Person (as defined in
Regulation S) and such transfer is being made pursuant to Rule 903 or 904 under
Regulation S of the Securities Act, then Euroclear, Clearstream or the Note
Registrar, as the case may be, will instruct the Clearing Agency to reduce such
Restricted Book-Entry Note by the aggregate principal amount of the interest in
such Restricted Book-Entry Note to be transferred, increase the Regulation S
Book-Entry Note specified in such instructions by an aggregate principal amount
equal to such reduction in the principal amount of the Restricted Book-Entry
Note and make the corresponding adjustments to the applicable participants’
accounts.


 


(iv) Other
Exchanges. In the event that a Book-Entry Note is exchanged for one
or more Definitive Notes pursuant to Section 2.12 of
the Indenture, such Notes may be exchanged for one another only in accordance
with such procedures as are substantially consistent with the provisions above
(including certification requirements intended to insure that such transfers
comply with Rule 144A or are 


 


33





















 


to Non-U.S. Persons and
or otherwise comply with Regulation S, as the case may be) and as may be from
time to time adopted by Issuer and Indenture Trustee.


 


(c) Each purchaser (other
than the Initial Purchasers) of the Series 2004-1 Notes (including any
purchaser, other than the Initial Purchasers, of an interest in the Series
2004-1 Notes which are Book-Entry Notes) shall be deemed to have acknowledged
and agreed as follows (terms used in this paragraph that are defined in Rule
144A or Regulation S under the Securities Act and used herein as defined
therein):


 


(1)           It is either (a)(i) a qualified
institutional buyer as defined in Rule 144A (“Qualified
Institutional Buyer”), (ii) is aware that the sale of the Notes to
it is being made in reliance on the exemption from registration provided by
Rule 144A, and (iii) is acquiring the Notes for its own account or for one or
more accounts, each of which is a Qualified Institutional Buyer, and as to each
of which the owner exercises sole investment discretion, and in a principal
amount of not less than the minimum denomination of such Note for the purchaser
and for each such account or (b) is not a U.S. Person and is purchasing the
Note pursuant to Rule 903 or 904 of Regulation S, and in a principal amount of
not less than the minimum denomination of such Note.  Any purported transfer of the Notes to a
purchaser that does not comply with the requirements of this paragraph shall be
null and void ab initio.  Issuer or
Indenture Trustee on its behalf, may sell any Notes acquired in violation of
the foregoing at the cost and risk of purported owner.


 


(2)           It understands that the Notes will
bear a legend substantially as set forth in the applicable Exhibit hereto.  The Notes may not at any time be held by or
on behalf of any Person that is not a Qualified Institutional Buyer or a Non-U.S.
Person purchasing in accordance with Regulation S.


 


(3)           It understands that the Notes are
being offered only in a transaction not involving any public offering in the
United States within the meaning of the Securities Act, the Notes have not been
and will not be registered under the Securities Act, and, if in the future the
transferee decides to offer, resell, pledge or otherwise transfer the Notes,
such Notes may only be offered, resold, pledged or otherwise transferred in
accordance with the Indenture, this Indenture Supplement and the applicable
legend on such Notes.  It acknowledges
that no representation is made by Issuer as to the availability of any
exemption under the Securities Act or any applicable state securities laws for
resale of the Notes.


 


(4)           It understands that an investment in
the Notes involves certain risks, including the risk of loss of all or a
substantial part of its investment under certain circumstances.  It has had access to such financial and other
information concerning Issuer and the Notes as it deemed necessary or
appropriate in order to make an informed investment decision with respect to
purchase of the Notes, including an opportunity to ask questions of and request
information from Servicer and Issuer.  It
has such knowledge and experience in financial and 


 


34





















 


business matters as to be
capable of evaluating the merits and risks of its investment in the Notes, and
it and any accounts for which it is acting are each able to bear the economic
risk of the holder’s or of its investment.


 


(5)           It acknowledges that Indenture
Trustee, the Note Registrar, any Paying Agent, Issuer, their affiliates, and
others will rely upon the truth and accuracy of the foregoing acknowledgments,
representations and agreements.  If it is
acquiring any Notes or any interest therein for the account of one or more
qualified institutional buyers, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make
the foregoing acknowledgments, representations and agreements on behalf of each
such account.


 


(6)           Either (a) it is not acquiring the
Series 2004-1 Notes with the plan assets of any “employee benefit plan” as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), which is subject to
Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a
“governmental plan” as defined in Section 3(32) of ERISA which is subject to
any law substantially similar to ERISA or Section 4975 of the Code or (b) its
acquisition and holding of the Series 2004-1 Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA, Section 4975 of the
Code or any substantially similar applicable law.


 


(7)           It is purchasing one or more Series
2004-1 Notes in an amount of at least one million dollars ($1,000,000) and it
understands that such Series 2004-1 Notes may be resold, pledged or otherwise
transferred only in an amount of at least one million dollars ($1,000,000).


 


(8)           It agrees that if in the future it
should offer, sell or otherwise transfer such Note or any interest or
participation therein, it will do so only (A) to the Transferor, (B) pursuant
to Rule 144A to a Person who it reasonably believes is a Qualified
Institutional Buyer in a transaction meeting the requirements of Rule 144A,
purchasing for its own account or for the account of a Qualified Institutional
Buyer, whom it has informed that such offer, sale or other transfer is being
made in reliance on Rule 144A or (C) to a non-U.S. Person in an offshore
transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S
under the Securities Act.


 


(9)           If it is acquiring such Note or any
interest or participation therein in an “offshore transaction” (as defined in
Regulation S), it acknowledges that the Notes will initially be represented by
the Regulation S Temporary Global Note and that transfers thereof or any
interest or participation therein are restricted as set forth in this Indenture
Supplement.  If it is a Qualified
Institutional Buyer, it acknowledges that the Notes offered in reliance on Rule
144A will be represented 


 


35





















 


by a Restricted
Book-Entry Note and that transfers thereof or any interest or participation
therein are restricted as set forth in this Indenture Supplement.


 


SECTION 7.6  Survival of Agreement.  All covenants, agreements, representations
and warranties made herein and in the Series 2004-1 Notes delivered
pursuant hereto shall survive the execution and delivery of this Indenture
Supplement and the Series 2004-1 Notes and shall continue in full force
and effect, and this Indenture Supplement shall not terminate, until the
Outstanding Principal Balances of the Series 2004-1 Notes shall have been
reduced to zero, all accrued and unpaid interest thereon shall have been paid
in full, and all other obligations owed in respect of the Series 2004-1
Notes have been paid and performed in full. 
In addition, this Section 7.6
and Section 7.5 shall survive termination of
this Indenture Supplement.


 


36





















 


IN WITNESS WHEREOF, Issuer and
Indenture Trustee have caused this Indenture Supplement to be duly executed as
of the day and year first above written.


 


 


	
   

  	
  SSCE FUNDING, LLC, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard P. Marra

  	
   

  
	
   

  	
   

  	
  Name: Richard P. Marra

  	
   

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eileen M. Hughes

  	
   

  
	
   

  	
   

  	
  Name: Eileen M. Hughes

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  
					



 


Acknowledged
and Accepted:


 


	
  STONE RECEIVABLES CORPORATION, as Transferor

  
	
   

  
	
  By:

  	
  /s/ Richard P. Marra

  	
   

  
	
  Name: Richard P. Marra

  
	
  Title: Assistant Treasurer

  
	
   

  
	
   

  
	
  SMURFIT-STONE CONTAINER ENTERPRISES, INC., as Servicer

  
	
   

  
	
  By:

  	
  /s/ Richard P. Marra

  	
   

  
	
  Name: Richard P. Marra

  
	
  Title: Assistant Treasurer

  
					



 


S-1





















 


EXHIBIT A

to the Series 2004-1 Indenture Supplement


 


FORM OF CLASS A SERIES 2004-1 FLOATING RATE NOTE

[REGULATION S TEMPORARY BOOK-ENTRY CERTIFICATE]

[REGULATION S PERMANENT BOOK-ENTRY CERTIFICATE]

[RESTRICTED BOOK-ENTRY CERTIFICATE]


 


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


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.  THIS NOTE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT (A “QUALIFIED INSTITUTIONAL BUYER”) THAT IS EITHER PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A
PRINCIPAL AMOUNT OF NOT LESS THAN $1,000,000, FOR THE PURCHASER AND FOR EACH
SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS
THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE SERIES 2004-1 INDENTURE
SUPPLEMENT, (2) TO A NON U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES
ACT IN A PRINCIPAL AMOUNT OF NOT LESS THAN $1,000,000, SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE SERIES 2004-1 INDENTURE
SUPPLEMENT OR (3) TO THE TRANSFEROR AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.  EACH PURCHASER OF A
BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE, AND EACH
PURCHASER OF A DEFINITIVE CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN SECTION 7.5 OF SERIES 2004-1 INDENTURE SUPPLEMENT (AS
DEFINED HEREIN).


 


A-1





















 


[THIS NOTE IS A TEMPORARY GLOBAL SECURITY FOR PURPOSES
OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL
SECURITY NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
PERMITTED UNDER THE SERIES 2004-1 INDENTURE SUPPLEMENT.]


 


[EACH PURCHASER OF THIS NOTE WILL BE DEEMED TO HAVE
MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 7.5(c)
OF THE SERIES 2004-1 INDENTURE SUPPLEMENT. 
ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED TO A PERSON WHO TAKES
DELIVERY IN THE FORM OF AN INTEREST IN A REGULATION S BOOK-ENTRY CERTIFICATE
ONLY UPON RECEIPT BY THE NOTE REGISTRAR OF (A) A TRANSFER CERTIFICATE FROM THE
TRANSFEROR SUBSTANTIALLY IN THE FORM SPECIFIED IN THE SERIES 2004-1 INDENTURE
SUPPLEMENT AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH THE APPLICABLE PROCEDURES
UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE EUROCLEAR SYSTEM AND/OR
CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S BOOK-ENTRY CERTIFICATE).]


 


THIS NOTE (OR AN INTEREST HEREIN) MAY NOT BE
TRANSFERRED UNLESS, AFTER GIVING EFFECT TO THE TRANSFER, THE TRANSFEREE IS
HOLDING A PRINCIPAL AMOUNT WHICH IS EQUAL TO U.S.$1,000,000
OR INTEGRAL MULTIPLES OF $100,000 IN EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST ISSUER OR
TRANSFEROR OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN
INSTITUTING AGAINST TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH
ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION
DOCUMENTS.


 


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 ISSUER FOR PURPOSES OF 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 CLASS A NOTE (AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) IT IS NOT ACQUIRING THE NOTE (AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN) WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN
ENTITY 


 


A-2





















 


DEEMED TO HOLD THE PLAN
ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT
PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW
THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE; OR (II) THE ACQUISITION AND HOLDING OF THE
CLASS A NOTE (AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN) WILL NOT GIVE
RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW).


 


A-3





















 


SSCE FUNDING, LLC


 


	
  Note
  Number:

  	
  $                          

  
	
  CUSIP
  Number:

  	
   

  
	
  ISIN
  Number:

  	
   

  



 


SSCE Funding, LLC (herein referred to as “Issuer”), a
Delaware limited liability company, for value received, hereby promises to pay
to Cede & Co., or registered assigns, subject to the following provisions,
the principal sum of [                                ]
($[           ]), or
such greater or lesser amount as determined in accordance with the Indenture,
at such times and in such amounts provided below or in the Indenture.  Issuer will pay interest on the unpaid
principal amount of this Note at the Class A Note Rate
on each Payment Date until the principal amount of this Note is paid in
full.  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 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-4





















 


SSCE FUNDING, LLC



CLASS A FLOATING RATE TERM NOTE, SERIES 2004-1



Summary of Terms and Conditions


 


This Class A Note is one of a duly authorized issue of
Notes of the Issuer, designated as Series 2004-1 (the “SERIES 2004-1 NOTES”),
issued under a Master Indenture dated as of November 23, 2004 (as amended and
supplemented, the “MASTER INDENTURE”), between Issuer and Deutsche Bank Trust
Company Americas, as indenture trustee (the “INDENTURE TRUSTEE”), as
supplemented by the Series 2004-1 Indenture Supplement dated as of November
23, 2004 (the “INDENTURE SUPPLEMENT”), and representing the right to
receive certain payments from 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 Issuer allocated to the payment of
this Note for payment hereunder and that Indenture Trustee is not liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
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 Indenture Trustee.


 


THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, ISSUER, OR ANY OF ITS AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.


 


Issuer, Transferor, Indenture Trustee and any agent of
Issuer, Transferor 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 none of Issuer, Transferor, Indenture Trustee or
any agent of Issuer, Transferor or 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-5





















 


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-6





















 


IN WITNESS WHEREOF, Issuer has caused this Note to be
executed by its officer thereunto duly authorized.


 


	
   

  	
  SSCE FUNDING, LLC,

  
	
   

  	
     as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the CLASS A FLOATING RATE TERM NOTES,
Series 2004-1, referred to in the Indenture, as supplemented by the Series
2004-1 Indenture Supplement.


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
						



 





















 


EXHIBIT B

to the Series 2004-1 Indenture Supplement


 


FORM OF CLASS B SERIES 2004-1 FLOATING RATE TERM NOTE

[REGULATION S TEMPORARY BOOK-ENTRY CERTIFICATE]

[REGULATION S PERMANENT BOOK-ENTRY CERTIFICATE]

[RESTRICTED BOOK-ENTRY CERTIFICATE]


 


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


 


THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.  THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED
INSTITUTIONAL BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS
THAN $1,000,000, FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE SERIES 2004-1 INDENTURE SUPPLEMENT, (2) TO A NON U.S. PERSON
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT OF
NOT LESS THAN $1,000,000, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE SERIES 2004-1 INDENTURE SUPPLEMENT OR (3) TO THE TRANSFEROR
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.  EACH PURCHASER OF A BENEFICIAL INTEREST IN
THIS NOTE WILL BE DEEMED TO HAVE MADE, AND EACH PURCHASER OF A DEFINITIVE
CERTIFICATE WILL MAKE, THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION
7.5 OF SERIES 2004-1 INDENTURE SUPPLEMENT (AS DEFINED HEREIN).


 


B-1





















 


[THIS
NOTE IS A TEMPORARY GLOBAL SECURITY FOR PURPOSES OF REGULATION S UNDER THE
SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL SECURITY NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE SERIES 2004-1
INDENTURE SUPPLEMENT.]


 


[EACH
PURCHASER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 7.5(c) OF THE SERIES 2004-1
INDENTURE SUPPLEMENT.  ANY BENEFICIAL
INTEREST HEREIN MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM
OF AN INTEREST IN A REGULATION S BOOK-ENTRY CERTIFICATE ONLY UPON RECEIPT BY
THE NOTE REGISTRAR OF (A) A TRANSFER CERTIFICATE FROM THE TRANSFEROR
SUBSTANTIALLY IN THE FORM SPECIFIED IN THE SERIES 2004-1 INDENTURE SUPPLEMENT
AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH THE APPLICABLE PROCEDURES
UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE EUROCLEAR SYSTEM AND/OR
CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S BOOK-ENTRY CERTIFICATE).]


 


THIS
NOTE (OR AN INTEREST HEREIN) MAY NOT BE TRANSFERRED UNLESS, AFTER GIVING EFFECT
TO THE TRANSFER, THE TRANSFEREE IS HOLDING A PRINCIPAL AMOUNT WHICH IS EQUAL TO
U.S.$1,000,000 OR INTEGRAL MULTIPLES OF $100,000 IN
EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST ISSUER OR
TRANSFEROR OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN
INSTITUTING AGAINST TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH
ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION
DOCUMENTS.


 


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 ISSUER FOR PURPOSES OF 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 CLASS B NOTE (AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) IT IS NOT ACQUIRING THE NOTE (AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN) WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN
ENTITY


 


B-2





















 


DEEMED TO HOLD THE PLAN ASSETS
OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR
PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE; OR (II) THE ACQUISITION AND HOLDING OF THE CLASS B
NOTE (AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN) WILL NOT GIVE RISE TO A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR
APPLICABLE LAW).


 


B-3





















 


SSCE FUNDING, LLC


 


	
  Note
  Number:

  	
  $                          

  
	
  CUSIP
  Number:

  	
   

  
	
  ISIN
  Number:

  	
   

  



 


SSCE Funding, LLC (herein referred to as “Issuer”), a
Delaware limited liability company, for value received, hereby promises to pay
to Cede & Co., or registered assigns, subject to the following provisions,
the principal sum of [                               ]
($[           ]), or
such greater or lesser amount as determined in accordance with the Indenture,
at such times and in such amounts provided below or in the Indenture.  Issuer will pay interest on the unpaid
principal amount of this Note at the Class B Note Rate on each Payment Date
until the principal amount of this Note is paid in full.  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 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.


 


B-4





















 


SSCE FUNDING, LLC



CLASS B FLOATING RATE TERM NOTE, SERIES 2004-1



Summary of Terms and Conditions


 


This Class B Note is one of a duly authorized issue of
Notes of the Issuer, designated as Series 2004-1 (the “SERIES 2004-1 NOTES”),
issued under a Master Indenture dated as of November 23, 2004 (as amended and
supplemented, the “MASTER INDENTURE”), between Issuer and Deutsche Bank Trust
Company Americas, as indenture trustee (the “INDENTURE TRUSTEE”), as
supplemented by the Series 2004-1 Indenture Supplement dated as of November
23, 2004 (the “INDENTURE SUPPLEMENT”), and representing the right to
receive certain payments from 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.


 


Payments of principal and interest on the Class B
Notes are subordinated to payments of principal and interest on the Class A Notes pursuant to and in accordance with the Indenture.


 


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of Issuer allocated to the payment of
this Note for payment hereunder and that Indenture Trustee is not liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
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 Indenture Trustee.


 


THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, ISSUER, OR ANY OF ITS AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


Issuer, Transferor, Indenture Trustee and any agent of
Issuer, Transferor 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
none of Issuer, Transferor, Indenture Trustee or any agent of Issuer,
Transferor or 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 


 


B-5





















 


PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


B-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.


 


B-7





















 


IN WITNESS WHEREOF, Issuer has caused this Note to be executed
by its officer thereunto duly authorized.


 


	
   

  	
  SSCE FUNDING, LLC,

  
	
   

  	
     as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the CLASS B FLOATING RATE TERM NOTES,
Series 2004-1, referred to in the Indenture, as supplemented by the Series
2004-1 Indenture Supplement.


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
						



 





















 


EXHIBIT C

to the Series 2004-1 Indenture Supplement


 


FORM OF CLASS C SERIES 2004-1 FLOATING RATE TERM NOTE

[REGULATION S TEMPORARY BOOK-ENTRY CERTIFICATE]

[REGULATION S PERMANENT BOOK-ENTRY CERTIFICATE]

[RESTRICTED BOOK-ENTRY CERTIFICATE]


 


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


 


THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.  THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QUALIFIED
INSTITUTIONAL BUYER”) THAT IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A PRINCIPAL AMOUNT OF NOT LESS
THAN $1,000,000, FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE SERIES 2004-1 INDENTURE SUPPLEMENT, (2) TO A NON U.S. PERSON
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT IN A PRINCIPAL AMOUNT OF
NOT LESS THAN $1,000,000, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE SERIES 2004-1 INDENTURE SUPPLEMENT OR (3) TO THE TRANSFEROR
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.


 


 [THIS NOTE IS A TEMPORARY GLOBAL SECURITY FOR
PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY
GLOBAL SECURITY NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR 


 


C-1





















 


DELIVERED, EXCEPT AS PERMITTED UNDER THE SERIES 2004-1 INDENTURE
SUPPLEMENT.]


 


[EACH
PURCHASER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE
REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 7.5(c) OF THE SERIES 2004-1
INDENTURE SUPPLEMENT.  ANY BENEFICIAL
INTEREST HEREIN MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM
OF AN INTEREST IN A REGULATION S BOOK-ENTRY CERTIFICATE ONLY UPON RECEIPT BY
THE NOTE REGISTRAR OF (A) A TRANSFER CERTIFICATE FROM THE TRANSFEROR
SUBSTANTIALLY IN THE FORM SPECIFIED IN THE SERIES 2004-1 INDENTURE SUPPLEMENT
AND (B) A WRITTEN ORDER GIVEN IN ACCORDANCE WITH THE APPLICABLE PROCEDURES
UTILIZED OR IMPOSED FROM TIME TO TIME BY DTC, THE EUROCLEAR SYSTEM AND/OR
CLEARSTREAM BANKING (IN THE CASE OF A REGULATION S BOOK-ENTRY CERTIFICATE).]


 


THIS
NOTE (OR AN INTEREST HEREIN) MAY NOT BE TRANSFERRED UNLESS, AFTER GIVING EFFECT
TO THE TRANSFER, THE TRANSFEREE IS HOLDING A PRINCIPAL AMOUNT WHICH IS EQUAL TO
U.S.$1,000,000 OR INTEGRAL MULTIPLES OF $100,000 IN
EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST ISSUER OR
TRANSFEROR OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN
INSTITUTING AGAINST TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH
ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION
DOCUMENTS.


 


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 ISSUER FOR PURPOSES OF 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 CLASS C NOTE (AND EACH HOLDER OF A
BENEFICIAL INTEREST THEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) IT IS NOT ACQUIRING THE NOTE (AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN) WITH THE PLAN ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN
ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A
GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY 


 


C-2





















 


SIMILAR TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE; OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS C NOTE (AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).


 


C-3





















 


SSCE FUNDING, LLC


 


	
  Note
  Number:

  	
  $                          

  
	
  CUSIP
  Number:

  	
   

  
	
  ISIN
  Number:

  	
   

  



 


SSCE Funding, LLC (herein referred to as “Issuer”), a
Delaware limited liability company, for value received, hereby promises to pay
to Cede & Co., or registered assigns, subject to the following provisions,
the principal sum of [                     
] ($[          ]), or such greater
or lesser amount as determined in accordance with the Indenture, at such times
and in such amounts provided below or in the Indenture.  Issuer will pay interest on the unpaid
principal amount of this Note at the Class C Note Rate on each Payment Date
until the principal amount of this Note is paid in full.  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 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.


 


C-4





















 


SSCE FUNDING, LLC



CLASS C FLOATING RATE TERM NOTE, SERIES 2004-1



Summary of Terms and Conditions


 


This Class C Note is one of a duly authorized issue of
Notes of the Issuer, designated as Series 2004-1 (the “SERIES 2004-1 NOTES”),
issued under a Master Indenture dated as of November 23, 2004 (as amended and
supplemented, the “MASTER INDENTURE”), between Issuer and Deutsche Bank Trust
Company Americas, as indenture trustee (the “INDENTURE TRUSTEE”), as
supplemented by the Series 2004-1 Indenture Supplement dated as of November
23, 2004 (the “INDENTURE SUPPLEMENT”), and representing the right to
receive certain payments from 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.


 


Payments of principal and interest on the Class C
Notes are subordinated to payments of principal and interest on the Class A Notes and the Class B Notes pursuant to and in accordance
with the Indenture.


 


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of Issuer allocated to the payment of
this Note for payment hereunder and that Indenture Trustee is not liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
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 Indenture Trustee.


 


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


 


Issuer, Transferor, Indenture Trustee and any agent of
Issuer, Transferor 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
none of Issuer, Transferor, Indenture Trustee or any agent of Issuer,
Transferor or 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 


 


C-5





















 


PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


C-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.


 


C-7





















 


 


IN WITNESS WHEREOF, Issuer has caused this Note to be
executed by its officer thereunto duly authorized.


 


	
   

  	
  SSCE FUNDING, LLC,

  
	
   

  	
     as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the CLASS C FLOATING RATE TERM NOTES,
Series 2004-1, referred to in the Indenture, as supplemented by the Series
2004-1 Supplement.


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
						



 





















 


EXHIBIT D


to
the Series 2004-1 Indenture Supplement


 


FORM
OF DAILY REPORT - ATTACHED


 


D-1





















 


EXHIBIT E


to the Series 2004-1 Indenture Supplement


 


 


FORM OF MONTHLY REPORT – ATTACHED


 


1





















 


EXHIBIT F


to the Series 2004-1 Indenture Supplement


 


Form of Regulation S Book-Entry Note

to Restricted Book-Entry Note Transfer Certificate


 


(Transfer pursuant to subsection 7.5(b)(ii) of the
Indenture Supplement)


 


Deutsche Bank Trust Company Americas, 

as Indenture Trustee

60 Wall Street, 26th Floor

MS NYC60-2612 

New York, New York 10005

Attention:  Structured Finance Services


 


Reference is hereby made to the Series 2004-1
Indenture Supplement dated as of November 23, 2004 (the “Indenture Supplement”)
by and between SSCE Funding, LLC (the “Issuer”), and Deutsche Bank Trust
Company Americas, as Indenture Trustee to the Master Indenture, dated as of
November 23, 2004 by and between the Issuer and the Indenture Trustee (the “Agreement”).  Capitalized terms used but not defined herein
are used as defined in the Indenture Supplement and if not in the Indenture
Supplement then such terms shall have the meanings assigned to them in
Regulation S (“Regulation S”) or Rule 144A (“Rule 144A”) under
the United States Securities Act of 1933, as amended (the “Securities Act”).


 


This letter relates to U.S.$[•]
aggregate principal amount of [Class A] [Class B] [Class C] Notes which are
held in the form of a Regulation S Book-Entry Note (CUSIP No. [•]) with The
Depositary Trust Company in the name of [name of Transferor] (the “Transferor”)
and is intended to facilitate the transfer of [Class A] [Class B] [Class C]
Notes in exchange for an equivalent beneficial interest in a Restricted
Book-Entry Note in the name of [name of Transferee](the “Transferee”).


 


In connection with such request, (i) the Transferor
and the Transferee both hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Agreement, the
Indenture Supplement and the Offering Memorandum relating to the initial sale
of the Class A Notes, the Class B Notes and the Class C Notes, and (ii) (A) the
Transferee does hereby make the representations and warranties discussed or
listed in Section 7.5(c) of the Indenture Supplement and further represents,
warrants and agrees for the benefit of the Issuer and the Indenture Trustee
that statements (1) through (6) below are all true, and (B) the Transferor does
hereby certify that it reasonably believes that the following statements (1)
through (6) concerning the Transferee are all true:


 


1.                                       The
Transferee is a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act.


 


F-1





















 


2.                                       The
Transferee is acquiring the [Class A Notes] [Class B Notes] [Class C Notes] for
its own account or for an account that is a qualified institutional buyer
within the meaning of Rule 144A under the Securities Act.  The Transferee and each such account is
acquiring not less than the minimum denomination of the [Class A Notes] [Class
B Notes] [Class C Notes];


 


3.                                       The
Transferee (and each such account) is not formed for the purpose of acquiring
the [Class A Notes] [Class B Notes] [Class C Notes];


 


4.                                       The
Transferee will notify future transferees of these transfer restrictions;


 


5.                                       The
Transferee is obtaining the [Class A Notes] [Class B Notes] [Class C Notes] in
a transaction pursuant to Rule 144A; and


 


6.                                       The
Transferee is obtaining the [Class A Notes] [Class B Notes] [Class C Notes] in
accordance with any applicable securities laws of any state of the United
States or any other applicable jurisdiction.


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


F-2





















 


You and the Issuer are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


 


Dated: [•], [20 •
]


 


F-3





















 


ANNEX A


 


The Transferor owns and proposes to transfer a
beneficial interest in the following:


 


(i)                                     I                                            Class
A Regulation S Book-Entry Note, principal amount of $[•],


 


(ii)                                  I                                            Class
B Regulation S Book-Entry Note, principal amount of $[•], or


 


(iii)                               I                                            Class
C Regulation S Book-Entry Note, principal amount of $[•].


 


F-4





















 


EXHIBIT G


to the Series 2004-1 Indenture Supplement


 


Form of Restricted Book-Entry Note


to Regulation S Book-Entry Note Transfer Certificate


 


(Transfer pursuant to subsection 7.5(b)(iii) of the
Indenture Supplement)


 


Deutsche Bank Trust Company Americas, 

as Indenture Trustee

60 Wall Street, 26th Floor

MS NYC60-2612 

New York, New York 10005

Attention:  Structured Finance Services


 


Reference is hereby made to the Series 2004-1
Indenture Supplement dated as of November 23, 2004 (the “Indenture Supplement”)
by and between SSCE Funding, LLC (the “Issuer”), and Deutsche Bank Trust
Company Americas, as Indenture Trustee to the Master Indenture, dated as of
November 23, 2004 by and between the Issuer and the Indenture Trustee (the “Agreement”).    Capitalized terms used but not defined
herein are used as defined in the Indenture Supplement and if not in the
Indenture Supplement then such terms shall have the meanings assigned to them
in Regulation S (“Regulation S”) or Rule 144A (“Rule 144A”)
under the United States Securities Act of 1933, as amended (the “Securities Act”).


 


This letter relates to U.S.$[•]
aggregate principal amount of [Class A] [Class B] [Class C] Notes which are
held in the form of a Restricted Book-Entry Note (CUSIP No. [•]) with The
Depositary Trust Company in the name of [name of Transferor] (the “Transferor”)
and is intended to facilitate the transfer of [Class A] [Class M] [Class B]
Notes in exchange for an equivalent beneficial interest in a Regulation S
Book-Entry Note in the name of [name of Transferee](the “Transferee”).


 


In connection with such request the Transferee does
hereby certify represent, warrant and agree for the benefit of the Issuer and
the Indenture Trustee that (1) at the time the buy order was originated, the
Transferee was outside the United States, (2) the Transferee is not a U.S.
Person, (3) the transfer from Transferor to Transferee is being made pursuant
to Rule 903 or 904 under Regulation S and (4) the transfer is being
effected in accordance with the transfer restrictions set forth in the
Agreement and the Offering Memorandum relating to the initial sale of the Class
A Notes, the Class B Notes and Class C Notes. 
The transferee further hereby makes the representations and warranties
discussed or listed in Section 7.5(c) of the Indenture Supplement.


 


G-1





















 


You and the Issuer are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
  [Name of Transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 


Dated: [•], [20 •
].


 


G-2





















 


ANNEX A


 


The Transferor owns and proposes to transfer a
beneficial interest in the following to the Transferee:


 


(i)                                     I                                            Class
A Rule 144A Restricted Book-Entry Note, principal amount of $[•],


 


(ii)                                  I                                            Class
B Rule 144A Restricted Book-Entry Note, principal amount of $[•], or


 


(iii)                               I                                            Class
C Rule 144A Restricted Book-Entry Note, principal amount of $[•].


 


G-3





















 


EXHIBIT H


to the Series 2004-1 Indenture
Supplement


 


FORM OF
REGULATION S CERTIFICATE


 


[Date]


 


[Euroclear or Clearstream Banking, société anonyme, as applicable]


 


Re:                               SSCE
Funding , LLC (the “Issuer”)


Series 2004-1 Notes, Class [A] [B] [C] (the “Notes”)


 


This is to certify that as of the date
hereof, and except as set forth below, the Notes held by you for our account
are beneficially owned by a non-U.S. person(s). 
As used in this paragraph the term “U.S. person” has the meaning given
to it by Regulation S under the United States Securities Act of 1933, as
amended.


 


We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification
relating to the Notes held by you for our account in accordance with your
operating procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.


 


We understand that this certification is
required in connection with certain securities laws of the United States.  In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you, the
Issuer, Indenture Trustee or Note Registrar for the Notes to produce this
certification to any interested party in such proceedings.


 


Date:                         ,
20      .


 


	
   

  	
  By:

  	
   

  
	
   

  	
  [Agent Member]

  
	
   

  	
  As, or as agent for, the Beneficial
  Owner(s) of the Notes to which this certificate relates.

  



 


H-1





















 


EXHIBIT I


to the Series 2004-1 Indenture Supplement


 


FORM OF
NON-U.S. CERTIFICATE


 


[Date]


 


Deutsche Bank Trust Company Americas, 

as Indenture Trustee

60 Wall Street, 26th Floor

MS NYC60-2612 

New York, New York 10005

Attention:  Structured Finance Services


 


Re:                               SSCE
Funding, LLC (the “Issuer”)


Series 2004-1 Notes, Class [A] [M] [B] (the “Notes”)


 


This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission, from member organizations appearing in our records as persons
being entitled to a portion of the principal amount of the Notes set forth
below (our “Member Organizations”) substantially to the effect set forth in the
Series 2004-1 Indenture Supplement, dated as of November 23, 2004, between the
Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee, U.S. $              
principal amount of the above-captioned Notes held by us or on our behalf are
beneficially owned by non-U.S. person(s). 
As used in this paragraph, the term “U.S. person” has the meaning given
to it by Regulation S under the United States Securities Act of 1933, as
amended.


 


We further certify:


 


1.                                       that
we are not making available herewith for exchange (or, if relevant, exercise of
any rights or collection of any interest) any portion of the Regulation S
Temporary Book-Entry Notes excepted in such certifications; and


 


2.                                       that
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the date hereof.


 


We understand
that this certification is required in connection with certain securities laws
of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened
in connection with which this certification is or would be relevant, we
irrevocably authorize you or the Issuer to produce this certification to any
interested party in such proceedings.


 


I-1





















 


Dated:                 ,
20  


 


	
   

  	
  Yours Faithfully,

  
	
   

  	
  [Euroclear or Clearstream
  Banking, société anonyme]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


I-2