Exhibit 4.2


 


EXECUTION COPY


 


GE CAPITAL CREDIT
CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK
TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


AMENDED AND RESTATED


Series 2007-1
INDENTURE SUPPLEMENT


 


Dated as of December 9, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.2.

  	
  Incorporation
  of Terms

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  CREATION
  OF THE SERIES 2007-1 NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations,
  Warranties and Covenants with respect to Net Swap Receipts

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
  Representations,
  Warranties and Covenants with respect to Receivables

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
  Representations,
  Warranties and Covenants with respect to ERISA

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  RIGHTS
  OF SERIES 2007-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination
  of Interest and Principal

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
  Establishment
  of Accounts

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
  Calculations
  and Series Allocations

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.4.

  	
  Application
  of Available Finance Charge Collections and Available Principal Collections

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.5.

  	
  Distributions

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.6.

  	
  Investor
  Charge-Offs

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.7.

  	
  Reallocated
  Principal Collections

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.8.

  	
  Excess
  Finance Charge Collections

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.9.

  	
  Shared
  Principal Collections

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  Reserve
  Account

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
  Spread
  Account

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
  Investment
  of Accounts

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
  Controlled
  Accumulation Period

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.14.

  	
  Determination
  of LIBOR

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.15.

  	
  Swaps

  	
   

  	
  33

  
						



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.16.

  	
  Deposit
  of Collections

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  DELIVERY
  OF SERIES 2007-1 NOTES; REPORTS TO SERIES 2007-1 NOTEHOLDERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery
  and Payment for the Series 2007-1 Notes

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Reports
  and Statements to Series 2007-1 Noteholders

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  SERIES
  2007-1 EARLY AMORTIZATION EVENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 2007-1
  Early Amortization Events

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  REDEMPTION
  OF SERIES 2007-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional
  Redemption of Series 2007-1 Notes; Final Distributions

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.2.

  	
  Series Termination

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification
  of Indenture; Amendments

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
  Form of
  Delivery of the Series 2007-1 Notes

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.3.

  	
  Counterparts

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.4.

  	
  GOVERNING
  LAW

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.5.

  	
  Limitation
  of Liability

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.6.

  	
  Rights
  of the Indenture Trustee

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.7.

  	
  Notice
  Address for Rating Agencies

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  FASIT
  MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  FASIT
  Administration

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  A-1

  	
   

  	
  FORM OF
  CLASS A NOTE

  	
   

  	
   

  
	
  EXHIBIT
  A-2

  	
   

  	
  FORM OF
  CLASS B NOTE

  	
   

  	
   

  
	
  EXHIBIT
  A-3

  	
   

  	
  FORM OF
  CLASS C NOTE

  	
   

  	
   

  
	
  EXHIBIT
  B

  	
   

  	
  FORM OF
  MONTHLY NOTEHOLDER’S STATEMENT

  	
   

  	
   

  
						



 


ii

















 


TABLE OF CONTENTS


(continued)


 


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  C-1

  	
   

  	
  FORM OF
  CLASS A SWAP

  	
   

  
	
  EXHIBIT
  C-2

  	
   

  	
  FORM OF
  CLASS C SWAP

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  I

  	
   

  	
  PERFECTION
  REPRESENTATIONS, WARRANTIES AND COVENANTS (WITH RESPECT TO NET SWAP RECEIPTS)

  	
   

  
	
  SCHEDULE II

  	
   

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

  	
   

  



 


iii

















 


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


 


WHEREAS, the Issuer and the Indenture Trustee entered
into a Series 2007-1 Indenture Supplement, dated as of March 29, 2007
(the “Previous 2007-1 Indenture Supplement”).


 


WHEREAS, the Issuer and the Indenture Trustee desire
to amend and restate the Previous 2007-1 Indenture Supplement on the terms and
conditions hereinafter set forth;


 


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


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Definitions.


 


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


 


(b)           Each capitalized
term defined herein relates only to Series 2007-1 and to no other
Series.  Whenever used in this Indenture
Supplement, the following words and phrases shall have the following meanings:


 


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


 


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


 

















 


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


 


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


 


“Administrator”
means General Electric Capital Corporation, in its capacity as Administrator
under the Administration Agreement or any other Person designated as an
Administrator under the Administration Agreement.


 


“Agreement” is
defined in the preamble.


 


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


 


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


 


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


 


(ii)  for Principal
Collections during the Early Amortization Period and the Controlled
Accumulation Period, the Collateral Amount at the end of the last day of the
Revolving Period; provided that for any date on which the Principal
Accumulation Account Balance equals the Note Principal Balance, the numerator
shall equal zero; provided  further that if the numerator shall be
reduced to zero pursuant to the immediately preceding proviso and thereafter
the Collateral Amount shall be increased to an amount greater than zero as a
result of a withdrawal from the Principal Accumulation Account pursuant to Section 4.4(e),
then the numerator for Principal Collections with respect to any Monthly Period
shall equal the Collateral Amount at the end of the last day of the prior
Monthly Period until such time as the Principal Accumulation Account Balance
again equals the Note Principal Balance; and provided  further that
if an amount equal to the Note Principal Balance shall be deposited into the
Principal Accumulation Account on or prior to the Transfer Date in December 2009,
the numerator used in determining each Allocation Percentage for Series 2007-1
for the Monthly Period beginning on November 22, 2009 shall be zero; and


 


(b)   the denominator of which shall be the greater of (x) the
Aggregate Principal Receivables determined as of the close of business on the
last day of the prior Monthly Period (or, in the case of the first Monthly
Period, on the Closing Date) and (y) the sum of the numerators used to
calculate the allocation percentages for allocations with respect to Finance
Charge Collections, Principal Collections or Default Amounts, as applicable,
for all outstanding Series on such date of determination; provided that if one
or more Reset Dates occur in a Monthly Period, the denominator determined
pursuant to clause (x) of this clause (b) shall be (A) the
Aggregate Principal Receivables as of the close of business on the last day of
the prior Monthly Period for the period from and including the 


 


2

















 


first day of the current Monthly Period, to
but excluding such Reset Date and (B) the Aggregate Principal Receivables
as of the close of business on such Reset Date, for the period from and
including such Reset Date to the earlier of the last day of such Monthly Period
(in which case such period shall include such day) or the next succeeding Reset
Date (in which case such period shall not include such succeeding Reset Date);
and provided, further, that notwithstanding the preceding
proviso, if a Reset Date occurs during any Monthly Period and the Issuer is
permitted to make a single monthly deposit to the Collection Account pursuant
to Section 8.4 of the Indenture for such Monthly Period, then the
denominator determined pursuant to clause (x) of this clause (b) for
each day during such Monthly Period shall equal the Average Principal Balance
for such Monthly Period.


 


“Available Finance Charge
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Finance Charge Collections for such Monthly
Period, (b) the Series 2007-1 Excess Finance Charge Collections for
such Monthly Period, (c) Principal Accumulation Investment Proceeds, if
any, with respect to the related Transfer Date, (d) interest and earnings
on funds on deposit in the Reserve Account which will be deposited into the
Finance Charge Account on the related Payment Date to be treated as Available
Finance Charge Collections pursuant to Section 4.10(a),
(e) amounts, if any, to be withdrawn from the Reserve Account which will
be deposited into the Finance Charge Account on the related Transfer Date to be
treated as Available Finance Charge Collections pursuant to Section 4.10(c), and (f) any Net
Swap Receipts for the related Transfer Date.


 


“Available Principal
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied
on the related Payment Date, plus (c) the sum of (i) any
Shared Principal Collections with respect to other Principal Sharing Series (including
any amounts on deposit in the Excess Funding Account that are allocated to Series 2007-1
for application as Shared Principal Collections), (ii) the aggregate
amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi), (vii) and (x),
and (iii) during
an Early Amortization Event, the amount of Available Finance Charge Collections
used to pay principal on the Notes pursuant to Section 4.4(a)(xiv)
for the related Payment Date.


 


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


 


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


 


3

















 


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


 


“Base Rate”
means, for any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is equal to the sum of (a) the Net
Interest Obligation, (b) the amount required to be paid pursuant to Section 4.4(a)(i) and
(c) the Noteholder Servicing Fee, each with respect to the related Payment
Date, and the denominator of which is the Collateral Amount plus amounts on
deposit in the Principal Accumulation Account, each as of the close of business
on the last day of such Monthly Period.


 


“Benefit Plan” means (i) an
“employee benefit plan” as defined in Section 3(3) of ERISA, which is
subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975
of the Code, (iii) an entity whose underlying assets include plan assets
by reason of investment by an employee benefit plan or plans in such entity, or
(iv) a governmental plan subject to applicable law that is substantially
similar to the fiduciary responsibility provisions of ERISA or Section 4975
of the Code.


 


“Business Day” means any day that is not a
Saturday, a Sunday or a day on which banks are required or permitted to be
closed in the State of New York or the State of Connecticut.


 


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


 


“Class A Counterparty” means Bank of
Montreal or the counterparty under any interest rate swap with respect to the Class A
Notes obtained pursuant to Section 4.15.


 


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


 


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


 


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


 


“Class A Net Swap
Payment” means, with respect to any Payment Date, any net amount
payable by the Issuer under the Class A Swap as a result of LIBOR being
less than the Class A 


 


4

















 


Swap Rate.  For the avoidance of doubt, Class A Net
Swap Payments do not include early termination payments or payment of breakage
or other miscellaneous costs.


 


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


 


“Class A Note Initial
Principal Balance” means $1,007,500,000.


 


“Class A Note
Interest Rate” means a per annum rate equal to LIBOR as determined
on the LIBOR Determination Date for the applicable Interest Period.


 


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


 


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


 


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


 


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


 


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


 


“Class A Senior Swap Payments” means Class A
Net Swap Payments and Senior Termination Payments payable to the Class A
Counterparty pursuant to the Class A Swap.


 


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


 


“Class A Swap Rate”
means 4.8735% per annum.


 


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


 


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


 


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


 


“Class B Net
Interest Obligation” means, for any Payment Date, the Class B
Monthly Interest for that Payment Date.


 


“Class B Note
Initial Principal Balance” means $114,700,000.


 


5

















 


“Class B Note
Interest Rate” means 4.95% per annum.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class C Counterparty”
means Bank of Montreal or the counterparty under any interest rate swap with
respect to the Class C Notes obtained pursuant to Section 4.15.


 


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


 


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


 


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


 


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


 


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


 


“Class C Note
Initial Principal Balance” means $80,600,000.


 


“Class C Note
Interest Rate” means a per annum rate of 0.27% in excess of LIBOR as
determined on the LIBOR Determination Date for the applicable Interest Period.


 


6

















 


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


 


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


 


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


 


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


 


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


 


“Class C Senior Swap Payments” means Class C
Net Swap Payments and Senior Termination Payments payable to the Class C
Counterparty pursuant to the Class C Swap.


 


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


 


“Class C Swap Rate”
means 4.8735% per annum.


 


“Closing Date”
means March 29, 2007.


 


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


 


“Collateral Amount”
means, as of any date of determination, an amount equal to the excess of (a) the
Initial Collateral Amount, over (b) the
sum of (i) the amount of principal previously paid to the Series 2007-1
Noteholders (other than any principal payments made from funds on deposit in
the Spread Account), (ii) reductions in the Excess Collateral Amount due
to reductions in the Required Excess Collateral Amount, (iii) the
Principal Accumulation Account Balance, and (iv) the excess, if any, of
the aggregate amount of Investor Charge-Offs and Reallocated Principal
Collections over the reimbursements of
such amounts pursuant to Section 4.4(a)(vii) prior
to such date.


 


“Controlled Accumulation Amount” means, (i) for
any Payment Date with respect to the Controlled Accumulation Period on or prior
to the Payment Date in November 2009, $120,280,000, (ii) for the
Payment Date in December 2009, $481,120,000 and (iii) for any Payment
Date thereafter, the excess, if any, of the Note Principal Balance over the
amount on deposit in the Principal Accumulation Account on such Payment Date
after giving effect to any funds withdrawn from the Principal Accumulation
Account pursuant to Section 4.4(e); provided that the
Controlled Accumulation Amount for any Payment Date shall not exceed the Note
Principal Balance minus any amount already on deposit in the Principal
Accumulation Account on such Payment Date.


 


7
















 


“Controlled Accumulation
Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on April 22,
2009 or such other date as is determined in accordance with Section 4.13 and ending on the first to
occur of (a) the commencement of the Early Amortization Period and (b) the
Final Payment Date.


 


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


 


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


 


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


 


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


 


(a) the Class A Net Interest Obligation and any Senior
Termination Payments payable to the Class A Counterparty for such Payment
Date or any prior Payment Date;


 


(b) the Class B Net Interest Obligation; and


 


(c) the Class C Net Interest Obligation and any Senior
Termination Payments payable to the Class C Counterparty for such Payment
Date or any prior Payment Date.


 


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


 


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


 


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


 


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


 


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


 


8

















 


“Early Amortization
Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2007-1 Early Amortization Event is
deemed to occur and ending on the Final Payment Date.


 


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


 


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


 


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


 


“Expected Principal
Payment Date” means the March 2010 Payment Date.


 


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


 


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


 


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


 


“Finance Charge Shortfall”
is defined in Section 4.8.


 


“Group One”
means Series 2007-1 and each other outstanding Series previously or
hereafter specified in the related Indenture Supplement to be included in Group
One.


 


“Indenture” is
defined in the preamble.


 


“Indenture Trustee”
is defined in the preamble.


 


“Initial Collateral
Amount” means $1,240,000,000, which equals the sum of (i) the Class A
Note Initial Principal Balance, (ii) the Class B Note Initial
Principal Balance, (iii) the Class C Note Initial Principal Balance
and (iv) the Initial Excess Collateral Amount.


 


“Initial Excess
Collateral Amount” means $37,200,000.


 


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


 


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


 


9

















 


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


 


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


 


“Investor Finance Charge Collections” means, for any Monthly Period, an
amount equal to the aggregate amount of Finance Charge Collections retained or
deposited in the Finance Charge Account for Series 2007-1 pursuant to Section 4.3(b)(i) for
such Monthly Period.


 


“Investor Principal
Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the
Principal Account for Series 2007-1 pursuant to Section 4.3(b)(ii) for
such Monthly Period.


 


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


 


“Issuer” is
defined in the preamble.


 


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


 


“LIBOR Determination Date”
means (i) March 27, 2007 for the period from and including the
Closing Date through and including May 14, 2007 and (ii) the second
London Business Day prior to the commencement of the second and each subsequent
Interest Period.


 


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


 


“Minimum Free Equity
Percentage” means, for purposes of Series 2007-1, 4%; provided
that, at any time that GE Capital’s long-term unsecured debt is rated Aa2 or
lower by Moody’s or AA or lower by S&P, the Minimum Free Equity Percentage
shall be 7.0%.


 


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


 


“Monthly Period”
means, as to the May 2007 Payment Date, the period beginning on the
Closing Date and ending on April 21, 2007, and as to each Payment Date
thereafter, the period beginning on the 22nd day of the second preceding calendar month and
ending on the 21st day of the immediately preceding calendar
month.


 


10

















 


“Monthly Principal”
is defined in Section 4.1(d).


 


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


 


(a)           the
lesser of (i) the Class A Required Amount and (ii) $232,500,000 minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date) and (y) any reductions to
the Collateral Amount on account of reductions to the Required Excess
Collateral Amount, but not less than zero;


 


(b)           the
lesser of (i) the Class B Required Amount and (ii) $117,800,000 minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date and as required in clause (a) above) and
(y) any reductions to the Collateral Amount on account of reductions to
the Required Excess Collateral Amount, but not less than zero; and


 


(c)           the
lesser of (i) the Class C Required Amount and (ii) $37,200,000 minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date and as required in clauses (a) and (b) above) and
(y) any reduction to the Collateral Amount on account of reductions to the
Required Excess Collateral Amount, but not less than zero.


 


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


 


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


 


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


 


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


 


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


 


11

















 


December 2009, the
Noteholder Servicing Fee for the Transfer Date in December 2009 shall be
zero.


 


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


 


“Payment Date”
means May 15, 2007 and the 15th day of each calendar month thereafter, or if
such 15th day is not a Business Day, the next succeeding Business Day.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Principal Shortfall”
is defined in Section 4.9.


 


“Qualifying Substitute Arrangement” means, with
respect to the Class A Notes, Class B Notes or Class C Notes, as
applicable, any interest rate swap agreement that shall have satisfied the
Rating Agency Condition or any other hedging arrangement or alternative
arrangement that shall have satisfied the Rating Agency Condition in the event
of the termination of any Class A Swap or Class C Swap.


 


“Quarterly Excess Spread
Percentage” means (a) with respect to the May 2007 Payment
Date, the Excess Spread Percentage for the Monthly Period relating to such
Payment Date, (b) with respect to the June 2007 Payment Date, the
percentage equivalent of a fraction the numerator of which is the sum of (i) the
Excess Spread Percentage for the Monthly Period 


 


12

















 


relating to the May 2007
Payment Date and (ii) the Excess Spread Percentage for the Monthly Period
relating to the June 2007 Payment Date and the denominator of which is
two, and (c) with respect to the July 2007 Payment Date and each
Payment Date thereafter, the percentage equivalent of a fraction the numerator
of which is the sum of the Excess Spread Percentages determined with respect to
the Monthly Periods relating to such Payment Date and the immediately preceding
two Payment Dates and the denominator of which is three.


 


“Rating Agency”
means each of Fitch, Moody’s and S&P.


 


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


 


“Redemption Amount”
means, for any Transfer Date, after giving effect to any deposits and payments
otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, (ii) Monthly Interest for
the related Payment Date and any Monthly Interest previously due but not
distributed to the Series 2007-1 Noteholders, (iii) the amount of
Additional Interest, if any, for the related Payment Date and any Additional
Interest previously due but not distributed to the Series 2007-1
Noteholders on a prior Payment Date and (iv) any amounts owing to any
Counterparty pursuant to the terms of the Class A Swap or Class C
Swap.


 


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


 


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


 


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


 


“Required Excess Collateral Amount” means, at
any time, 3.00% of the Collateral Amount; provided that:


 


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


 


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


 


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


 


“Required Reserve Account
Amount” means, for any Transfer Date on or after the Transfer Date
in December 2009, an amount equal to (a) the sum of (i) the sum
of all Fixed Rate Amounts (as defined in the Class A Swap and the Class C
Swap, as applicable) payable by the Issuer under the Class A Swap and the Class C
Swap (without giving effect to the netting of any other amounts against such
Fixed Rate Amounts) for the Payment Dates occurring in January 


 


13

















 


2010, February 2010
and March 2010, (ii) the sum of the Class B Monthly Interest
payable for the Payment Dates occurring in January 2010, February 2010
and March 2010, and (iii) the sum for all Payment Dates for the
Payment Dates occurring in January 2010, February 2010 and March 2010
of the Class C Monthly Interest payable on each such Payment Date
calculated assuming the Class C Note Interest Rate were equal to 0.27% per
annum for each applicable Interest Period or (b) any other amount
designated by the Issuer; provided, however, that if such designation is of a lesser
amount, the Issuer shall (i) provide the Indenture Trustee with evidence
that the Rating Agency Condition shall have been satisfied and (ii) deliver
to the Indenture Trustee a certificate of an Authorized Officer to the effect
that, based on the facts known to such officer at such time, in the reasonable
belief of the Issuer, such designation will not cause an Early Amortization
Event or an event that, after the giving of notice or the lapse of time, would
cause an Early Amortization Event to occur with respect to Series 2007-1.


 


“Required Spread Account
Amount” means, for any Payment Date, the product of (i) the
Spread Account Percentage in effect on such date and (ii) during (x) the
Revolving Period, the Collateral Amount, and (y) during the Controlled
Accumulation Period or the Early Amortization Period, the Collateral Amount as
of the last day of the Revolving Period; provided that, prior to the
occurrence of an Event of Default and acceleration of the Series 2007-1
Notes the Required Spread Account Amount will never exceed the Class C
Note Principal Balance (after taking into account any payments to be made on
such Payment Date).


 


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


 


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


 


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


 


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


 


“Reset Date” means:


 


(a)           each Addition Date;


 


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


 


14

















 


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


 


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


 


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


 


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


 


“Senior Termination Payments” means any termination payments payable by the Issuer
arising as a result of the early termination of the Class A Swap or the Class C
Swap, as applicable, due to (i) a Tax Event or Illegality or (ii) any
other Event of Default or Termination Event, unless, in the case of this clause (ii), the applicable Counterparty (as defined in this
Indenture Supplement) is the Defaulting Party or sole Affected Party (unless
otherwise indicated, terms used in the foregoing clauses (i) and (ii) shall have the respective meanings given to such
terms in the Class A Swap or the Class C Swap, as the context
requires).


 


“Series Accounts” means, collectively, the
Finance Charge Account, the Principal Account, the Principal Accumulation
Account, the Distribution Account, the Reserve Account, the Spread Account and
the Swap Collateral Account (if any).


 


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


 


“Series Maturity
Date” means, with respect to Series 2007-1, the March 2013
Payment Date.


 


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


 


“Series 2007-1”
means the Series of Notes the terms of which are specified in this
Indenture Supplement.


 


“Series 2007-1 Early
Amortization Event” is defined in Section 6.1.


 


15

















 


“Series 2007-1
Excess Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series 2007-1 pursuant to
Section 8.6 of the Indenture.


 


“Series 2007-1 Note”
means a Class A Note, a Class B Note or a Class C Note.


 


“Series 2007-1
Noteholder” means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.


 


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


 


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


 


“Spread Account
Percentage” means, (i) 0% if the Quarterly Excess Spread
Percentage on such Payment Date is greater than or equal to 5.00%, (ii) 2.00%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
5.00% and greater than or equal to 4.50%, (iii) 2.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 4.50% and greater
than or equal 4.00%, (iv) 3.50% if the Quarterly Excess Spread Percentage
on such Payment Date is less than 4.00% and greater than or equal to 3.50%, (v) 4.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
3.50% and greater than or equal to 3.00%, (vi) 5.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 3.00% and greater
than or equal to 2.50%, (vii) 6.50% if the Quarterly Excess Spread
Percentage on such Payment Date is less than 2.50% and greater than or equal to
1.50%, (viii) 7.50% if the Quarterly Excess Spread Percentage on such
Payment Date is less than 1.50% and greater than or equal to 0.50% and (ix) 8.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
0.50%; provided that at any time that the amount on deposit in the Principal
Accumulation Account equals the Note Principal Balance, the Spread Account
Percentage shall equal 0%.


 


“Subordinated Termination Payments” means any
termination payments other than Senior Termination Payments payable by the
Issuer arising as a result of the early termination of the Class A Swap or
the Class C Swap, as applicable.


 


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


 


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


 


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


 


“Trust” is
defined in the preamble.


 


SECTION 1.2.  Incorporation of Terms.  The terms of the Indenture are incorporated
in this Supplement as if set forth in full herein. As supplemented by this
Supplement, the Indenture is in all respects ratified and confirmed and both
together shall be read, taken and construed as 


 


16

















 


one and the same agreement.
If the terms of this Supplement and the terms of the Indenture conflict, the
terms of this Supplement shall control with respect to the Series 2007-1.


 


ARTICLE II

CREATION OF THE SERIES 2007-1 NOTES


 


SECTION 2.1.  Designation.


 


(a)           There is hereby
created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “GE Capital Credit Card Master Note Trust, Series 2007-1”
or the “Series 2007-1 Notes.”  The Series 2007-1 Notes shall be issued
in three Classes, known as the “Class A Series 2007-1
Floating Rate Asset Backed Notes,” the “Class B
Series 2007-1 4.95% Asset Backed Notes,” and the “Class C Series 2007-1 Floating Rate Asset
Backed Notes.”


 


(b)           Series 2007-1
shall be included in Group One and shall be a Principal Sharing Series.  Series 2007-1 shall be an Excess
Allocation Series with respect to Group One only.  Series 2007-1 shall not be subordinated
to any other Series.


 


(c)           The Series 2007-1
Notes shall be issued in minimum denominations of $100,000 and in integral
multiples of $1,000.


 


ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


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


 


SECTION 3.2.  Representations, Warranties and Covenants
with respect to Receivables.   The
parties hereto agree that the representations, warranties and covenants set
forth in Schedule II shall be a part of this Indenture Supplement for
all purposes.


 


SECTION 3.3.  Representations, Warranties and Covenants
with respect to ERISA.  By acquiring
a Series 2007-1 Note, each purchaser and transferee shall be deemed to
represent and warrant that either (i) it is not (and for so long as it
holds such Series 2007-1 Note will not be), is not acting on behalf of
(and for so long as it holds such Series 2007-1 Note) will not be acting
on behalf of), and is not investing the assets of a Benefit Plan or (ii) its
acquisition, continued holding and disposition of such Series 2007-1 Note
will not result in a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code or a violation of any substantially
similar applicable law.


 


17

















 


ARTICLE IV

RIGHTS OF SERIES 2007-1 NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS


 


SECTION 4.1.  Determination of Interest and Principal.


 


(a)           The amount of
monthly interest (“Class A Monthly Interest”)
due and payable with respect to the Class A Notes on any Payment Date
shall be an amount equal to the product of (i) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360, (ii) the Class A Note Interest Rate and (iii) the
Class A Note Principal Balance as of the close of business on the last day
of the preceding Monthly Period (or, with respect to the initial Payment Date,
the Class A Note Initial Principal Balance).


 


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


 


(b)           The amount of
monthly interest (“Class B Monthly Interest”)
due and payable with respect to the Class B Notes on any Payment Date
shall be an amount equal to the product of (i) a fraction, the numerator
of which is 30 and the denominator of which is 360, (ii) the Class B
Note Interest Rate in effect with respect to the related Interest Period and (iii) the
Class B Note Principal Balance as of the close of business on the last day
of the preceding Monthly Period (or, with respect to the initial Payment Date,
the Class B Note Initial Principal Balance); provided that the Class B
Monthly Interest for the May 2007 Payment Date shall be $725, 477.50.


 


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


 


(c)           The amount of
monthly interest (“Class C Monthly Interest”)
due and payable with respect to the Class C Notes on any Payment Date
shall be an amount equal to the product of (i) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360, (ii) the Class C Interest Rate in effect
with respect to the related Interest Period and (iii) the Class C
Note Principal Balance as of the close of 


 


18

















 


business
on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class C Note Initial Principal Balance).


 


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


 


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


 


SECTION 4.2.  Establishment of Accounts.


 


(a)           As of the Closing
Date, the Issuer covenants to have established and shall thereafter maintain
the Finance Charge Account, the Principal Account, the Principal Accumulation
Account, the Distribution Account, the Reserve Account and the Spread Account,
each of which shall be an Eligible Deposit Account.  In the event that any Counterparty is
required to post collateral pursuant to the Class A Swap or Class C
Swap, the Issuer shall establish a Swap Collateral Account, which shall be an
Eligible Deposit Account.


 


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


 


(c)           On or before the
Closing Date, the Issuer shall enter into a depositary agreement to govern the Series Accounts
pursuant to which such accounts are continuously identified in the depositary
institution’s books and records as subject to a security interest in favor of
the Indenture Trustee on behalf of the Noteholders and, except as may be
expressly provided herein to the contrary, in order to perfect the security
interest of the Indenture Trustee on behalf of the


 


19
















 


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


 


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


 


SECTION 4.3.  Calculations and Series Allocations.


 


(a)           Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 2007-1
pursuant to Article VIII of the
Indenture shall be allocated and distributed as set forth in this Article.  Notwithstanding anything to the contrary in Section 4.3(b),
during any period when the Issuer is permitted by Section 8.4
of the Indenture to make a single monthly deposit to the Collection Account,
amounts allocated to the Noteholders pursuant to Section 4.3(b) with
respect to any Monthly Period need not be deposited into the Collection Account
or any Series Account prior to the related Payment Date, and, when so
deposited, (x) may be deposited net of any amounts required to be
distributed to Transferor and, if the Originator is Servicer, any amounts owed
to the Servicer, and (y) shall be deposited into the Finance Charge
Account (in the case of Collections of Finance Charge Receivables) and the Principal
Account (in the case of Collections of Principal Receivables (not including any
Shared Principal Collections allocated to Series 2007-1 pursuant to Section 8.5 of the Indenture)).


 


(b)           Allocations to
the Series 2007-1 Noteholders. 
The Issuer shall on each Date of Processing, allocate to the Series 2007-1
Noteholders the following amounts as set forth below:


 


(i)            Allocations of Finance Charge
Collections.  The Issuer shall
allocate to the Series 2007-1 Noteholders an amount equal to the product
of (A) the Allocation Percentage and (B) the aggregate Finance Charge
Collections processed on such Date of Processing and, subject to Section 4.16,
shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly
Period falling in the Revolving Period (and with respect to that portion of
each Monthly Period in the Controlled Accumulation Period falling on or after
the day on which Collections of Principal Receivables equal to the related
Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and
deposited pursuant to Section 4.3(a)),
Collections of Finance Charge Receivables shall be transferred into the Finance
Charge 


 


20

















 


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


 


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


 


(ii)           Allocations of Principal
Collections.  The Issuer shall
allocate to the Series 2007-1 Noteholders the following amounts as set
forth below:


 


(x)            Allocations During the Revolving Period.


 


(1)           During the Revolving
Period an amount equal to the product of the Allocation Percentage and the
aggregate amount of Principal Collections 


 


21

















 


processed on such Date of Processing, shall be allocated to the Series 2007-1
Noteholders and first, if any other Principal Sharing Series is
outstanding and in its accumulation period or amortization period, retained in
the Principal Account for application, to the extent necessary, as Shared
Principal Collections to other Principal Sharing Series on the related
Payment Date, second deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount is not less than the Minimum Free
Equity Amount and third paid to the holders of the Transferor Interest.


 


(2)           With respect to each
Monthly Period falling in the Revolving Period, to the extent that Collections
of Principal Receivables allocated to the Series 2007-1 Noteholders
pursuant to this Section 4.3(b)(ii) are
paid to Transferor, the Issuer shall cause Transferor to make an amount equal
to the Reallocated Principal Collections for the related Transfer Date
available on that Transfer Date for application in accordance with Section  4.7.


 


(y)           Allocations During the Controlled Accumulation Period.  During the Controlled Accumulation Period an
amount equal to the product of  the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing (the product for any such date is
hereinafter referred to as a “Percentage
Allocation”) shall be allocated to the Series 2007-1
Noteholders and transferred to the Principal Account until applied as provided
herein; provided, however, that if the sum of such Percentage
Allocation and all preceding Percentage Allocations with respect to the same
Monthly Period exceeds the Controlled Deposit Amount during the Controlled
Accumulation Period for the related Payment Date, then such excess shall not be
treated as a Percentage Allocation and shall be first, if any other Principal
Sharing Series is outstanding and in its accumulation period or
amortization period, retained in the Principal Account for application, to the
extent necessary, as Shared Principal Collections to other Principal Sharing Series on
the related Payment Date, second deposited in the Excess Funding Account to the
extent necessary so that the Free Equity Amount is not less than the Minimum
Free Equity Amount and third paid to the holders of the Transferor Interest.


 


(z)            Allocations During the Early Amortization Period.  During the Early Amortization Period, an
amount equal to the product of  the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing shall be allocated to the 2007-1
Noteholders and transferred to the Principal Account until applied as provided
herein; provided, however, that after the date on which an
amount of such Principal Collections equal to the Note Principal Balance has
been deposited into the Principal Account such amount shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation 


 


22

















 


period or amortization period, retained in the Principal Account for
application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount and third paid to the
holders of the Transferor Interest.


 


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


 


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


 


(i)            to pay, on a pari passu basis, the following amounts, to
the extent allocated to Series 2007-1 pursuant to Section 8.4(d) of
the Indenture: (A) the payment to the Indenture Trustee of the accrued and
unpaid fees and other amounts owed to the Indenture Trustee up to a maximum
amount of $25,000 for each calendar year, (B) the payment to the Trustee
of the accrued and unpaid fees and other amounts owed to the Trustee up to a
maximum amount of $25,000 for each calendar year and (C) the payment to
the Administrator of the accrued and unpaid fees and other amounts owed to the
Administrator up to a maximum amount of $25,000 for each calendar year;


 


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


 


(iii)          on a pari passu basis based on the amounts owing to the Class A
Noteholders and each Class A Counterparty pursuant to this Section 4.4(a)(iii):
(A) an amount equal to Class A Monthly Interest for such Payment
Date, plus any Class A Deficiency
Amount, plus the amount of any Class A
Additional Interest for such Payment Date, plus
the amount of any Class A Additional Interest previously due but not paid
to Class A Noteholders on a prior Payment Date, shall be deposited into
the Distribution Account, and (B) any Class A Senior Swap Payment for
such Payment Date and any unpaid Class A Senior Swap Payments owed to the Class A
Counterparty in respect of any prior Payment Date shall be paid to the Class A
Counterparty;


 


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


 


23

















 


(v)           on a pari passu basis based on the amounts owing to the Class C
Noteholders and each Class C Counterparty pursuant to this Section 4.4(a)(v):
(A) an amount equal to Class C Monthly Interest for such Payment
Date, plus any Class C Deficiency
Amount, plus the amount of any Class C
Additional Interest for such Payment Date, plus
the amount of any Class C Additional Interest previously due but not paid
to the Class C Noteholders on a prior Payment Date shall be deposited into
the Distribution Account, and (B) any Class C Senior Swap Payment
for such Payment Date and any unpaid Class C Senior Swap Payments owed to
the Class C Counterparty in respect of any prior Payment Date shall be
paid to the Class C Counterparty;


 


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


 


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


 


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


 


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


 


(x)            without duplication of the amount specified in clause
(vi)(B) of this Section 4.4(a), an amount equal to the Series Allocation
Percentage (calculated by excluding all outstanding Series of Notes issued
on any date prior to September 22, 2004 and any Series of Notes
excluded from this calculation pursuant to the terms of the Indenture
Supplement for such Series) of the excess, if any, of the Minimum Free Equity
Amount over the Free Equity Amount, shall be treated as a portion of Available
Principal Collections for such Payment Date and, during the Controlled Accumulation
Period or the Early Amortization Period, deposited into the Principal Account
on the related Payment Date;


 


24

















 


(xi)           an amount equal to any Subordinated Termination Payments
owing to the Class A Counterparty and any other amounts owing to the Class A
Counterparty under the Class A Swap shall be paid to the Class A
Counterparty;


 


(xii)          an amount equal to any Subordinated Termination Payments
owing to the Class C Counterparty and any other amounts owing to the Class C
Counterparty under the Class C Swap shall be paid to the Class C
Counterparty;


 


(xiii)         unless an Early Amortization Event
shall have occurred and be continuing, on a pari passu basis any amounts owed
to such Persons listed in clause (i) above that have been allocated
to Series 2007-1 pursuant to Section 8.4(d) of the
Indenture and that have not been paid pursuant to clause (i) above
shall be paid to such Persons; and


 


(xiv)        the balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Payment Date and will be applied in
accordance with Section 8.6 of the Indenture; provided that
during an Early Amortization Period, if any such Excess Finance Charge
Collections would be paid to the Transferor in accordance with Section 8.6
of the Indenture, the portion of such Excess Finance Charge Collections that
would otherwise be payable to the Transferor, first shall be used to pay
Monthly Principal pursuant to Section 4.4(c) to the extent not
paid in full from Available Principal Collections (calculated without regard to
amounts available to be treated as Available Principal Collections pursuant to
this clause (xiv)), second, shall be used to pay on a pari passu
basis any amounts owed to such Persons listed in clause (i) above
that have been allocated to Series 2007-1 pursuant to Section 8.4(d) of
the Indenture and that have not been paid pursuant to clauses (i) and
(xiii) above, and, third, any amounts remaining after payment in
full of the Monthly Principal and amounts owed to such Persons listed in clause
(i) above shall be paid to the Issuer in respect of the Ownership
Interest.


 


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


 


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


 


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


 


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


 


25

















 


Balance has been paid in full; and third
to the Class C Noteholders until the Class C Note Principal Balance
has been paid in full; and


 


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


 


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


 


(e)           On the earlier to
occur of (i) the first Payment Date with respect to the Early Amortization
Period and (ii) the Expected Principal Payment Date, the Issuer shall
withdraw from the Principal Accumulation Account and deposit into the
Distribution Account the amount deposited into the Principal Accumulation
Account pursuant to Section 4.4(c)(i) and
on such Payment Date shall pay such amount first
to the Class A Noteholders, until the Class A Note Principal Balance
is paid in full; second to the Class B
Noteholders until the Class B Principal Balance is paid in full; and third to the Class C Noteholders until
the Class C Note Principal Balance is paid in full.  On any Payment Date on or after the Payment
Date in December 2009, if Available Finance Charge Collections for the
related Monthly Period are not sufficient to pay Monthly Interest on such
Payment Date, the Issuer shall withdraw the amount of such shortfall from the
Principal Accumulation Account and apply such funds to pay any shortfall in
payments required to be made pursuant to clauses (iii) through (v) of
Section 4.4(a) in that order of priority.


 


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


 


SECTION 4.5.  Distributions.


 


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


 


26

















 


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


 


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


 


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


 


(e)           All payments to
Noteholders hereunder shall be made by (i) check mailed to each Series 2007-1
Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that for any Series 2007-1 Notes registered in the name of the
nominee of a Clearing Agency, such payment shall be made by wire transfer of
immediately available funds and (ii) except as provided in Section 2.7(b) of
the Indenture, without presentation or surrender of any Series 2007-1 Note
or the making of any notation thereon.


 


SECTION 4.6.  Investor Charge-Offs.  On each Determination Date, the Issuer shall
calculate the Investor Default Amount and any Investor Uncovered Dilution
Amount for the preceding Monthly Period. 
If, on any Transfer Date, the sum of the Investor Default Amount and any
Investor Uncovered Dilution Amount for the preceding Monthly Period exceeds the
amount of Available Finance Charge Collections allocated with respect thereto
pursuant to Section 4.4(a)(vi) with
respect to such Transfer Date, the Collateral Amount will be reduced (but not
below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).


 


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


 


SECTION 4.8.  Excess Finance Charge Collections.  Series 2007-1 shall be an Excess
Allocation Series with respect to Group One only.  Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One for any Transfer Date will be allocated to Series 2007-1
in an amount equal to the product of (x) the aggregate amount of Excess
Finance Charge Collections with respect to all the Excess Allocation Series in
Group One for the related Payment Date and (y) a fraction, the numerator
of which is the Finance Charge Shortfall for Series 2007-1 for such
Payment Date and the denominator of which is the aggregate amount of Finance
Charge Shortfalls for all the Excess Allocation Series in Group One for
such Payment Date.  The “Finance Charge Shortfall” for Series 2007-1
for any Payment Date will be equal to the excess, if any, of (a) the full
amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (xiii) on such Payment Date over (b) the Available Finance Charge
Collections with respect to such Payment 


 


27

















 


Date (excluding any portion
thereof attributable to Excess Finance Charge Collections); provided that if
Excess Finance Charge Collections for any Payment Date with respect to the
Excess Allocation Series in Group One are not sufficient to cover Finance
Charge Shortfalls for all Excess Allocation Series in Group One for the
related Payment Date, then the Finance Charge Shortfall for Series 2007-1
shall be reduced to the excess, if any, of an amount equal to 0.50% of the Note
Principal Balance over the amount of Available Finance Charge Collections with
respect to such Payment Date (excluding any portion thereof attributable to
Excess Finance Charge Collections).  If
any Excess Finance Charge Collections remain after applying Excess Finance Charge
Collections to the Finance Charge Shortfalls of all Excess Allocation Series in
Group One for the related Payment Date, before any such Excess Finance Charge
Collections are applied in accordance with clause (b) of the first
sentence of Section 8.6 of the Indenture, any remaining Excess Finance
Charge Collections shall first be deposited into the Finance Charge Account and
any other “finance charge account” for any other Excess Allocation Series in
Group One to the extent the full “Finance Charge Shortfall” (as defined in the
related Indenture Supplement) for such Series for such Payment Date has
not already been deposited into the related finance charge account until the
amount deposited into the Finance Charge Account and each other finance charge
account equals the respective “Finance Charge Shortfall” (as defined in the
related Indenture Supplement) for each such Excess Allocation Series in
Group One; provided that if there are not sufficient Excess Finance Charge
Collections to cover all shortfalls in the “Finance Charge Shortfall” (as defined
in the related Indenture Supplements) for all Excess Allocation Series in
Group One, such Excess Finance Charge Collections shall be applied pro rata
based on the amount of the shortfalls for all such Excess Allocation Series in
Group One.


 


SECTION 4.9.  Shared Principal Collections.  Subject to Section 8.5
of the Indenture, Shared Principal Collections allocable to Series 2007-1
on any Transfer Date will be equal to the product of (x) the aggregate
amount of Shared Principal Collections with respect to all Principal Sharing Series for
such Transfer Date and (y) a fraction, the numerator of which is the
Principal Shortfall for Series 2007-1 for such Transfer Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
the Series which are Principal Sharing Series for such Transfer
Date.  The “Principal
Shortfall” for Series 2007-1 will be equal to (a) for any
Transfer Date with respect to the Revolving Period or any Transfer Date during
the Early Amortization Period prior to the Transfer Date relating to the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, zero, (b) for
any Transfer Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount with respect to such Transfer
Date over the amount of Available
Principal Collections for such Transfer Date (excluding any portion thereof
attributable to Shared Principal Collections or amounts available to be treated
as Available Principal Collections pursuant to clause (xiv) of Section 4.4(a))
and (c) for any Transfer Date relating to any Payment Date on or after the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, the
Note Principal Balance; provided that if Shared Principal Collections
for any Transfer Date during the Controlled Accumulation Period are not
sufficient to cover the Principal Shortfalls for all Series for such
Transfer Date, then the Principal Shortfall for Series 2007-1 shall be
reduced to the excess, if any, of the sum of $120,280,000, plus any existing
Accumulation Shortfall with respect to such Transfer Date over the
amount of Available Principal Collections for such Transfer Date (excluding any
portion thereof attributable to Shared Principal Collections or amounts
available to be treated as 


 


28

















 


Available Principal
Collections pursuant to clause (xiii) of Section 4.4(a)).  If any Shared Principal Collections remain
after applying Shared Principal Collections to the Principal Shortfalls for all
Series for such Transfer Date, before any such Shared Principal
Collections are applied in accordance with clause (b) of the first
sentence of Section 8.5 of the Indenture, any remaining Shared Principal
Collections shall first be deposited into the Principal Accumulation Account
and any other “principal accumulation account” for any other Series of
Notes in an accumulation period to the extent the full “Controlled Deposit
Amount” (as defined in the related Indenture Supplement) for such Series for
such Payment Date has not already been deposited into the related principal
accumulation account until the amount deposited into the Principal Accumulation
Account and each other principal accumulation account equals the respective “Controlled
Deposit Amount” (as defined in the related Indenture Supplement) for each such Series of
Notes; provided that if there are not sufficient Shared Principal
Collections to cover all shortfalls in the “Controlled Deposit Amounts” (as
defined in the related Indenture Supplements) for all Series of Notes,
such Shared Principal Collections shall be applied pro rata
based on the amount of the shortfalls for all such Series of Notes.


 


SECTION 4.10.  Reserve Account.


 


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


 


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


 


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


 


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


 


29
















 


(e)           Upon the payment in
full of all amounts owing to the Series 2007-1 Noteholders,  and after the prior payment of all amounts
payable from the Reserve Account, the Issuer shall withdraw from the Reserve
Account all amounts, if any, on deposit in the Reserve Account and distribute
any such amounts in the following order of priority: (i) an amount equal
to the Subordinated Termination Payments, if any, payable to the Class A
Counterparty will be paid to the Class A Counterparty; (ii) an amount
equal to the Subordinated Termination Payments, if any, payable to the Class C
Counterparty will be paid to the Class C Counterparty, and (iii) any
excess shall be released to the holders of the Transferor Interest.  The Reserve Account shall thereafter be
deemed to have terminated for purposes of this Indenture Supplement.


 


SECTION 4.11.  Spread Account.


 


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


 


(b)           Unless an Early
Amortization Event occurs, the Issuer will withdraw from the Spread Account and
deposit in the Collection Account for payment to the Class C Noteholders
on the Expected Principal Payment Date for the Class C Notes an amount
equal to the lesser of:  (i) the
amount on deposit in the Spread Account after application of any amounts set
forth in clause (a) above and (ii) the Class C Note Principal
Balance.


 


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


 


(d)           On any day following
the occurrence of an Event of Default with respect to Series 2007-1 that
has resulted in the acceleration of the Series 2007-1 Notes, the Issuer
shall withdraw from the Spread Account the Available Spread Account Amount and
deposit such amount in the Distribution Account for payment to the Series 2007-1
Notes in the following order of priority until all amounts owed to such
Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the
Class A Noteholders and (iii) the Class B Noteholders.


 


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


 


(f)            If, after giving
effect to all deposits to and withdrawals from the Spread Account with respect
to any Payment Date, the amount on deposit in the Spread Account exceeds the
Required Spread Account Amount, the Issuer shall withdraw an amount equal to
such excess 


 


30

















 


from the Spread Account and distribute such amount to
the Transferor.  On the date on which the
Class C Note Principal Balance has been paid in full, after making any
payments to the Noteholders required pursuant to Sections 4.11(a),  (b),
(c) and (d), the Issuer shall withdraw from the Spread Account
all amounts then remaining in the Spread Account and pay such amounts to the
holders of the Transferor Interest.


 


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


 


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


 


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


 


(d)           On each Transfer
Date (but subject to Section 4.11(a)),
the Investment Earnings, if any, credited since the preceding Transfer Date on
funds on deposit in the Spread Account shall be retained in the Spread Account
(to the extent that the Available Spread Account Amount is less than the
Required Spread Account Amount) and the balance, if any, shall be paid to the
holders of the Transferor Interest.  For
purposes of determining the availability of funds or the balance in the Spread
Account for any reason under this Indenture Supplement (subject to Section 4.11(a)), all Investment
Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series 2007-1
Notes has been accelerated as a result of an Event of Default, all Investment
Earnings shall be added to the balance on deposit in the Spread Account and
treated like the rest of the Available Spread Account Amount.


 


SECTION 4.13.  Controlled Accumulation Period.  The Controlled Accumulation Period is
scheduled to commence at the beginning of business on April 22, 2009; provided that if the Controlled Accumulation
Period Length (determined as described below) on any Determination Date is less
than or more than the number of months in the scheduled Controlled Accumulation
Period, upon written notice to the Indenture Trustee, with a copy to each
Rating Agency, the Issuer shall either postpone or accelerate, as applicable,
the date on which the Controlled Accumulation Period actually commences, so
that, as a result, the number of Monthly Periods in the Controlled Accumulation
Period will equal the Controlled Accumulation Period Length; provided
that the length of the Controlled Accumulation Period will not be less than one
month.  The “Controlled
Accumulation Period Length” will mean a number of whole months such
that the amount available for payment of principal on the Notes on the Expected
Principal Payment Date is expected to equal or exceed the Note Principal
Balance, assuming for this purpose that (1) the payment rate with respect
to Principal Collections remains constant at the lowest level of such payment
rate during the twelve preceding Monthly Periods, (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in the
Excess Funding 


 


31

















 


Account, if any) remains
constant at the level on such date of determination, (3) no Early
Amortization Event with respect to any Series will subsequently occur and (4) no
additional Series (other than any Series being issued on such date of
determination) will be subsequently issued. 
Any notice by Issuer modifying the commencement of the Controlled
Accumulation Period pursuant to this Section 4.13
shall specify (i) the Controlled Accumulation Period Length, (ii) the
commencement date of the Controlled Accumulation Period and (iii) the
Controlled Accumulation Amount with respect to each Monthly Period during the
Controlled Accumulation Period.


 


SECTION 4.14.  Determination of LIBOR.


 


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


 


(b)           The Class A
Note Interest Rate and Class C Note Interest Rate applicable to the then
current and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at its corporate trust office at (800)
735-7777 or such other telephone number as shall be designated by the Indenture
Trustee for such purpose by prior written notice by the Indenture Trustee to
each Series 2007-1 Noteholder from time to time.


 


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


 


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


 


(b)           When required under the terms of the
existing Class A Swap or Class C Swap, the Issuer shall obtain a
Qualifying Substitute Arrangement.


 


SECTION 4.16.  Deposit of Collections.  Notwithstanding anything to the contrary in
the Indenture, for any Monthly Period during which the Issuer is permitted to
make a single monthly deposit to the Collection Account pursuant to Section 8.4
of the Indenture for such Monthly Period, the Issuer need not make the daily
deposits of Collections into the Collection Account as provided in Section 8.4
of the Indenture, but may make a single deposit in the Collection Account in
immediately available funds not later than 12:00 noon., New York City time, on
the related Payment Date.


 


ARTICLE V

DELIVERY OF SERIES 2007-1 NOTES;

REPORTS TO SERIES 2007-1 NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 2007-1
Notes.


 


The Issuer shall execute and issue, and the Indenture
Trustee shall authenticate, the Series 2007-1 Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the Series 2007-1
Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2.  Reports and
Statements to Series 2007-1 Noteholders.


 


(a)           Not later than the
second Business Day preceding each Payment Date, the Issuer shall deliver or
cause the Servicer to deliver to the Trustee, the Indenture Trustee and each
Rating Agency a statement substantially in the form of Exhibit B prepared by the Servicer; provided that the Issuer may amend the form
of Exhibit B from time to time, with
the prior written consent of the Indenture Trustee.  On each Payment Date, the Issuer shall
forward to each Series 2007-1 Noteholder a statement substantially in the
form of Exhibit B.


 


(b)           A copy of each
statement or certificate provided pursuant to Section 5.2(a) may
be obtained by any Series 2007-1 Noteholder by a request in writing to the
Issuer.


 


33

















 


(c)           On or before January 31
of each calendar year, beginning with January 31, 2007, the Issuer shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2007-1 Noteholder the information for
the preceding calendar year, or the applicable portion thereof during which the
Person was a Noteholder, as is required to be provided by an issuer of
indebtedness under the Code to the holders of the Issuer’s indebtedness and
such other customary information as is necessary to enable such Noteholder to
prepare its federal income tax returns. 
Notwithstanding anything to the contrary contained in this Agreement,
the Issuer shall, to the extent required by applicable law, from time to time
furnish to the appropriate Persons, at least five Business Days prior to the
end of the period required by applicable law, the informed required to complete
a Form 1099-INT.


 


ARTICLE VI

SERIES 2007-1 EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 2007-1 Early Amortization
Events.  If any one of the following
events shall occur with respect to the Series 2007-1 Notes:


 


(a)           (i)  failure on
the part of Transferor to make any payment or deposit required to be made by it
by the terms of the Trust Receivables Purchase Agreement or the Transfer
Agreement on or before the date occurring five (5) Business Days after the
date such payment or deposit is required to be made therein or herein or (ii) failure
of the Transferor duly to observe or perform in any material respect any other
of its covenants or agreements set forth in the Trust Receivables Purchase
Agreement or the Transfer Agreement which failure has a material adverse effect
on the Series 2007-1 Noteholders and which continues unremedied for a
period of sixty days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor by
the Indenture Trustee, or to the Transferor and the Indenture Trustee by any
Noteholder of the Series 2007-1 Notes;


 


(b)           any representation
or warranty made by Transferor in the Transfer Agreement or the Trust
Receivables Purchase Agreement or any information contained in an account
schedule required to be delivered by it pursuant to Section 2.1
or Section 2.6(c) of
the Transfer Agreement, Trust Agreement or the Bank Receivables Sale Agreement
shall prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a period
of sixty days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Transferor by the
Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder
of the Series 2007-1 Notes and as a result of which the interests of the Series 2007-1
Noteholders are materially and adversely affected for such period; provided, however,
that a Series 2007-1 Early Amortization Event pursuant to this Section 6.1(b) shall not
be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Transferred Receivable, or all of such Transferred
Receivables, if applicable, during such period in accordance with the
provisions of the Transfer Agreement or the Trust Receivables Purchase
Agreement;


 


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


 


34

















 


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


 


(e)           the Portfolio Yield
averaged over three consecutive Monthly Periods is less than the Base Rate
averaged over the same Monthly Periods unless the Collateral Amount shall equal
zero on the Transfer Date following the third of such Monthly Periods;


 


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


 


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


 


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


 


(i)            without limiting
the foregoing, the occurrence of an Event of Default with respect to Series 2007-1
and acceleration of the maturity of the Series 2007-1 Notes pursuant to Section 5.3 of the Indenture;


 


then, in the case of any event described in subsection (a), (b) or
(d), after the applicable grace period,
if any, set forth in such subparagraphs, either the Indenture Trustee or the
holders of Series 2007-1 Notes evidencing more than 50% of the aggregate
unpaid principal amount of Series 2007-1 Notes by notice then given in
writing to the Issuer (and to the Indenture Trustee if given by the Series 2007-1
Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2007-1 (a “Series 2007-1
Early Amortization Event”) has occurred as of the date of such
notice, and, in the case of any event described in subsection
(c), (e), (f), (g), (h) or (i) a Series 2007-1 Early Amortization
Event shall occur without any notice or other action on the part of the
Indenture Trustee or the Series 2007-1 Noteholders immediately upon the
occurrence of such event.


 


ARTICLE VII

REDEMPTION OF SERIES 2007-1 NOTES; FINAL
DISTRIBUTIONS; SERIES TERMINATION


 


SECTION 7.1.  Optional Redemption of Series 2007-1
Notes; Final Distributions.


 


(a)           On any day occurring
on or after the date on which the outstanding principal balance of the Series 2007-1
Notes is reduced to 10% or less of the initial outstanding principal balance of
Series 2007-1 Notes, Transferor has the option pursuant to the Trust
Agreement to reduce the Collateral Amount to zero by paying a purchase price
equal to the greater of (x) the Collateral Amount, plus the applicable
Allocation Percentage of outstanding Finance Charge 


 


35

















 


Receivables
and (y) a minimum amount equal to (i) if such day is a Payment Date,
the Redemption Amount for such Payment Date or (ii) if such day is not a
Payment Date, the Redemption Amount for the Payment Date following such
day.  If Transferor exercises such
option, Issuer will apply such purchase price to repay the Notes in full as
specified below.


 


(b)           Issuer shall give
the Indenture Trustee at least thirty (30) days prior written notice of the
date on which Transferor intends to exercise such optional redemption.  Not later than 12:00 noon, New York City
time, on such day Transferor shall deposit into the Distribution Account in
immediately available funds the excess of the Redemption Amount over the
amount, if any, on deposit in the Principal Accumulation Account.  Such redemption option is subject to payment
in full of the Redemption Amount. 
Following such deposit into the Distribution Account in accordance with
the foregoing, the Collateral Amount for Series 2007-1 shall be reduced to
zero and the Series 2007-1 Noteholders shall have no further security
interest in the Transferred Receivables. 
The Redemption Amount shall be paid as set forth in Section 7.1(d).


 


(c)           (i)  The amount
to be paid by the Transferor with respect to Series 2007-1 in connection
with a reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(e) of the
Transfer Agreement shall not be less than the Redemption Amount for the first
Payment Date following the Monthly Period in which the reassignment obligation
arises under the Transfer Agreement.


 


(ii)           The amount to be paid by the Issuer with respect to Series 2007-1
in connection with a repurchase of the Notes pursuant to Section 10.1 of the Trust Agreement
shall not be less than the Redemption Amount for the Payment Date of such
repurchase.


 


(d)           With respect to (i) the
Redemption Amount deposited into the Distribution Account pursuant to Section 7.1 or (ii) the proceeds of
any sale of Transferred Receivables pursuant to Section 5.3
of the Indenture with respect to Series 2007-1, the Indenture Trustee
shall, in accordance with the written direction of the Issuer, not later than
12:00 noon, New York City time, on the related Payment Date, make payments of
the following amounts (in the priority set forth below and, in each case, after
giving effect to any deposits and payments otherwise to be made on such date)
in immediately available funds:  (i) an
amount equal to the Class A Senior Swap Payments, if any, payable to the Class A
Counterparty will be paid to the Class A Counterparty, (ii) (x) the
Class A Note Principal Balance on such Payment Date will be paid to the Class A
Noteholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest due and payable on such Payment Date or any prior Payment
Date, (B) any Class A Deficiency Amount for such Payment Date and (C) the
amount of Class A Additional Interest, if any, for such Payment Date and
any Class A Additional Interest previously due but not paid to the Class A
Noteholders on any prior Payment Date, will be paid to the Class A
Noteholders, (iii) (x) the Class B Note Principal Balance on
such Payment Date will be paid to the Class B Noteholders and (y) an
amount equal to the sum of (A) Class B Monthly Interest due and
payable on such Payment Date or any prior Payment Date, (B) any Class B
Deficiency Amount for  such Payment Date
and (C) the amount of Class B Additional Interest, if any, for such
Payment Date and any Class B Additional Interest previously due but not
paid to the Class B Noteholders on any prior Payment Date, will be paid to
the Class B Noteholders, (iv) an amount equal to the Class C
Senior Swap Payments, if any, payable to the Class C Counterparty will be
paid to the 


 


36

















 


Class C
Counterparty, (v)  (x) the Class C Note Principal Balance
on such Payment Date will be paid to the Class C Noteholders and (y) an
amount equal to the sum of (A) Class C Monthly Interest due and
payable on such Payment Date or any prior Payment Date, (B) any Class C
Deficiency Amount for such Payment Date, and (C) the amount of Class C
Additional Interest, if any, for such Payment Date and any Class C
Additional Interest previously due but not paid to the Class C Noteholders
on any prior Payment Date will be paid to the Class C Noteholders, (vi) an
amount equal to the Subordinated Termination Payments, if any, payable to the Class A
Counterparty will be paid to the Class A Counterparty; (vii) an
amount equal to the Subordinated Termination Payments, if any, payable to the Class C
Counterparty will be paid to the Class C Counterparty, and (viii) any
excess shall be released to the Issuer.


 


SECTION 7.2.  Series Termination.


 


On the Series Maturity Date, the unpaid principal
amount of the Series 2007-1 Notes shall be due and payable.


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


SECTION 8.1.  Ratification of Indenture; Amendments.  (a)         As
supplemented by this Indenture Supplement, the Indenture is in all respects
ratified and confirmed and the Indenture as so supplemented by this Indenture
Supplement shall be read, taken and construed as one and the same
instrument.  This Indenture Supplement
may be amended only by a Supplemental Indenture entered in accordance with the
terms of Section 9.1 or 9.2 of the Indenture.  For purposes of the application of Section 9.2 to any amendment of this
Indenture Supplement, the Series 2007-1 Noteholders shall be the only
Noteholders whose vote shall be required.


 


(b)           The Issuer shall not amend the Class A
Swap or the Class C Swap unless (i)(A) the amendment is being entered
into to cure any ambiguity or correct or supplement any provision of or to add
or change any provisions concerning matters or questions raised under the Class A
Swap or the Class C Swap, as applicable, (B) the Rating Agency
Condition is satisfied and (C) the Transferor has delivered an Officer’s
Certificate to the Issuer certifying the amendment will not cause an Adverse
Effect; (ii) the Rating Agency Condition is satisfied and the amendment is
being entered into to add, modify or eliminate provisions necessary or
advisable in order to enable (A) a FASIT election to be made with respect
to all or part of RFS Funding Trust or the Issuer, (B) so long as a FASIT
Election is in effect, all or part of RFS Funding Trust or the Issuer to
qualify as a FASIT under the code, (C) the termination of a FASIT election
with respect to all or part of the Issuer or (D) the Issuer to avoid the
imposition of state or local income or franchise taxes on the Issuer’s property
or its income or (iii) the Issuer obtains the consent of the 66 2/3% of
the Outstanding Principal Balance of the Series 2007-1 Notes; provided
that any such amendment shall not affect any cash payment or receipt required
under the existing terms of the affected Class A Swap or Class C
Swap.


 


SECTION 8.2.  Form of Delivery of the Series 2007-1
Notes.  The Class A Notes, the Class B
Notes and the Class C Notes shall be Book-Entry Notes and shall be
delivered as provided in Sections 2.1
and 2.2 of the Indenture.


 


37

















 


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


 


SECTION 8.4.  GOVERNING LAW.  (a) THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401(1) OF
THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW
PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.  THIS INDENTURE SUPPLEMENT IS
SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL BE GOVERNED
THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


 


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


 


BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY 


 


38

















 


RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF
THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 


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


 


SECTION 8.7.  Notice Address
for Rating Agencies.  Notices,
if any, required to be delivered to the Rating Agencies by the Issuer, the
Indenture Trustee or the Trustee shall be sent to the following address:


 


Fitch Ratings

One State Street Plaza

New York, NY 10004 

Facsimile: (212)-514-9879


 


Moody’s Rating Service

99 Church Street

New York, NY 10007 

Facsimile:  (212) 553-3856


 


39

















 


Standard &
Poor’s

Structured Finance Surveillance

55 Water Street

New York, NY 10041

Attention:  ABS Surveillance Group

Facsimile: (212) 438-2648


 


ARTICLE IX

FASIT MATTERS


 


SECTION 9.1.  FASIT
Administration.


 


(a)           FASIT Matters.  An election has been made to treat the Trust
Estate as a FASIT known as the RFS FASIT. 
December 30, 2002 was designated as the “Startup Day” of the RFS
FASIT within the meaning of section 860L(d)(1) of the Code.  The Ownership Interest was designated as the
single class of “ownership interest” (within the meaning of section 860L(b)(2) of
the Code) in the RFS FASIT. 
Notwithstanding any provision of the Indenture or this Indenture
Supplement to the contrary, each class of Series 2007-1 Regular Interests
shall mature on or before December 1, 2020.


 


(b)           Series 2007-1
Regular Interests.  Each Class of
Notes is hereby designated a separate class of “regular interests” in the RFS
FASIT within the meaning of section 860L(b)(1)(A) of the Code and each
Note is hereby designated a separate “regular interest” within such Class.  Each of the Class A Notes is hereby
designated a “Class A Regular Interest,” each of the Class B
Notes is hereby designated a “Class B Regular Interest” and each of
the Class C Notes is hereby designated a “Class C Regular Interest”
(the Class A Regular Interests, the Class B Regular Interests and the
Class C Regular Interests being referred to collectively as the “Series 2007-1
Regular Interests”).  The Series 2007-1
Regular Interest shall bear interest at a rate equal to the rate of interest on
the related Class A Note, Class B Note or Class C Note, as
applicable (such related interest, a “Related Interest”).  The rate of interest on each Related Interest
is intended to qualify as a qualifying variable rate under section
860L(b)(1)(A)(ii) of the Code. 
Interest shall be paid on each Class of Series 2007-1 Regular
Interest at the same times as Interest is paid on the Class A Notes, Class B
Notes and Class C Notes (which Interest shall be allocated among the Series 2007-1
Regular Interests in proportion to the amount of Interest owning on the
respective Related Interests if there is more than one class of such Series 2007-1
Regular Interests and Interest with respect to each class is not paid in
full).  The principal amount of each Series 2007-1
Regular Interest shall equal the respective amount of the Class A Note
Principal Balance, Class B Note Principal Balance or Class C Note
Principal Balance, as applicable, with respect to the Related Interest for such
Series 2007-1 Regular Interest.


 


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


 


40

















 


Amount
for such Payment Date, (iii) the Collateral Amount (after taking into
account any adjustments to be made on such Payment Date pursuant to Sections
4.6 and 4.7) prior to any deposit into the Principal Accumulation
Account on such Payment Date, and (iv) the Note Principal Balance, minus
any amount already on deposit in the Principal Accumulation Account on such
Payment Date.


 


(d)           Payment of
Principal on Class B Regular Interests.  On each Payment Date, beginning with the
Payment Date in the Monthly Period following the Monthly Period in which the
Controlled Accumulation Period or, if earlier, the Early Amortization Period,
begins, the principal amount of each Class B Regular Interest related to a
Class B Note shall be reduced by such Class B Note’s pro rata share
of an amount equal to the least of (i) the Available Principal Collections
on deposit in the Principal Account with respect to such Payment Date, (ii) for
each Payment Date with respect to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Payment Date, (iii) the Collateral
Amount (after taking into account any adjustments to be made on such Payment
Date pursuant to Sections 4.6 and 4.7) prior to any deposit into
the Principal Accumulation Account on such Payment Date, and (iv) the Note
Principal Balance, minus any amount already on deposit in the Principal
Accumulation Account on such Payment Date.


 


(e)           Payment of
Principal on Class C Regular Interests. On each Payment Date,
beginning with the Payment Date in the Monthly Period following the Monthly
Period in which the Controlled Accumulation Period or, if earlier, the Early
Amortization Period, begins, the principal amount of each Class C Regular
Interest related to a Class C Note shall be reduced by such Class C
Note’s pro rata share of an amount equal to the least of (i) the Available
Principal Collections on deposit in the Principal Account with respect to such
Payment Date, (ii) for each Payment Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Payment Date, (iii) the
Collateral Amount (after taking into account any adjustments to be made on such
Payment Date pursuant to Sections 4.6 and 4.7) prior to any
deposit into the Principal Accumulation Account on such Payment Date, and (iv) the
Note Principal Balance, minus any amount already on deposit in the Principal
Accumulation Account on such Payment Date.


 


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


 


(g)           Alternative
Characterization.  The Issuer
acknowledges that the American Jobs Creation Act of 2004 (the “Jobs Act”)
repealed the provisions of the Code governing FASITs.  In the event that the Internal Revenue
Service issues guidance in the form of a Notice, Revenue Procedure, Revenue
Ruling, or Private Letter Ruling providing for FASITs existing prior to October 22,
2004 to terminate and/or cease issuing regular interests, then it is the intent
of the parties hereto that, for federal income tax purposes, (i) the Trust
Estate be disregarded as an entity separate from RFS Holding L.L.C. and (ii) the
Notes be treated as debt.


 


[SIGNATURE PAGE FOLLOWS]


 


41

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD
  MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kristine K. Gullo

  
	
   

  	
   

  	
  Name: Kristine K. Gullo

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  DEUTSCHE BANK NATIONAL
  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Susan Barstock

  
	
   

  	
   

  	
  Name: Susan Barstock

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mark DiGiacomo

  
	
   

  	
   

  	
  Name: Mark DiGiacomo

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
					



 


	
   

  	
  S-1

  	
  Amended
  and Restated Indenture

  Supplement (Series 2007-1)

  



 
















 


EXHIBIT A-1


FORM OF CLASS A
SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


1

















 


ABOVE OR (D) OTHER
PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO
ERISA OR SECTION 4975 OF THE CODE OR (II) ITS ACQUISITION, CONTINUED
HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.


 


2

















 


	
  REGISTERED

  No. R-              

  	
   

  	
  $                                                             

  CUSIP NO.                      

  



 


GE
CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


 


CLASS A
SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


 


GE Capital Credit Card
Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by a Trust Agreement dated as of September 25,
2003, for value received, hereby promises to pay to Cede & Co., or
registered assigns, subject to the following provisions, the principal sum of                                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Payment Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class A
Note Interest Rate on each Payment Date until the Final Payment Date (which is
the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the March 2013 Payment Date). Interest on
this Note will accrue for each Payment Date from and including the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, for the initial Payment Date, from and including the Closing Date to but
excluding such Payment Date.  Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed.  Principal of this Note shall be
paid in the manner specified in the Indenture Supplement referred to on the
reverse hereof.


 


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


 


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


 


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


 


3

















 


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


 


	
   

  	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE,

  
	
   

  	
   

  	
   

  	
  not
  in its individual capacity but solely as

  
	
   

  	
   

  	
   

  	
  Trustee
  on behalf of Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:              ,        

  	
   

  	
   

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


5
















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


 


CLASS A SERIES 2007-1
FLOATING RATE ASSET BACKED NOTE


 


Summary of Terms and
Conditions


 


This Class A Note is
one of a duly authorized issue of Notes of the Issuer, designated as GE Capital
Credit Card Master Note Trust, Series 2007-1 (the “Series 2007-1 Notes”), issued under a
Master Indenture dated as of September 25, 2003 (as amended, the “Master Indenture”), between the Issuer and
Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Indenture Supplement dated as of March 29, 2007 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee                                                                         


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 






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


 


7

















 


EXHIBIT A-2


FORM OF CLASS B
SERIES 2007-1 4.95% ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


1

















 


ABOVE OR (D) OTHER
PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO
ERISA OR SECTION 4975 OF THE CODE OR (II) ITS ACQUISITION, CONTINUED
HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.


 


2

















 


	
  REGISTERED

  No. R-                                  

  	
   

  	
  $                                                             

  CUSIP NO.                      

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


 


CLASS B SERIES 2007-1
4.95% ASSET BACKED NOTE


 


GE Capital Credit Card
Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by a Trust Agreement dated as of September 25,
2003, for value received, hereby promises to pay to Cede & Co., or
registered assigns, subject to the following provisions, the principal sum of                
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Payment Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class B
Note Interest Rate on each Payment Date until the Final Payment Date (which is
the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the March 2013 Payment Date).  Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest
has been paid to but excluding such Payment Date or, for the initial Payment
Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year and of twelve 30-day months.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


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


 


3

















 


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


 


	
   

  	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE,

  
	
   

  	
   

  	
   

  	
  not
  in its individual capacity but solely as

  
	
   

  	
   

  	
   

  	
  Trustee
  on behalf of Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:              ,        

  	
   

  	
   

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


5

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


 


CLASS B SERIES 2007-1
4.95% ASSET BACKED NOTE


 


Summary of Terms and
Conditions


 


This Class B Note is
one of a duly authorized issue of Notes of the Issuer, designated as GE Capital
Credit Card Master Note Trust, Series 2007-1 (the “Series 2007-1 Notes”), issued under a
Master Indenture dated as of September 25, 2003 (as amended, the “Master Indenture”), between the Issuer and
Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Indenture Supplement dated as of March 29, 2007 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee                                                                    


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 






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


 


7

















 


EXHIBIT A-3


FORM OF CLASS C
SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


1

















 


ABOVE OR (D) OTHER
PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO
ERISA OR SECTION 4975 OF THE CODE OR (II) ITS ACQUISITION, CONTINUED
HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.


 


2

















 


	
  REGISTERED

  No. R-
                                    

  	
   

  	
  $                                                             

  CUSIP
  NO.                      

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


 


CLASS C SERIES 2007-1
FLOATING RATE ASSET BACKED NOTE


 


GE Capital Credit Card
Master Note Trust (herein referred to as the “Issuer”
or the “Trust”), a Delaware statutory
trust governed by a Trust Agreement dated as of September 25, 2003, for
value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Payment Date, except as otherwise provided
below or in the Indenture.  The Issuer
will pay interest on the unpaid principal amount of this Note at the Class C
Note Interest Rate on each Payment Date until the Final Payment Date (which is
the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full, (b) the date on which the Collateral Amount is
reduced to zero and (c) the March 2013 Payment Date).  Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest
has been paid to but excluding such Payment Date or, for the initial Payment
Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year and the actual number of days elapsed.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


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


 


3

















 


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


 


	
   

  	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE,

  
	
   

  	
   

  	
   

  	
  not
  in its individual capacity but solely as

  
	
   

  	
   

  	
   

  	
  Trustee
  on behalf of Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:              ,        

  	
   

  	
   

  	
   

  



 


4

















 


INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


5

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


 


CLASS C SERIES 2007-1
FLOATING RATE ASSET BACKED NOTE


 


Summary of Terms and
Conditions


 


This Class C Note is
one of a duly authorized issue of Notes of the Issuer, designated as GE Capital
Credit Card Master Note Trust, Series 2007-1 (the “Series 2007-1 Notes”), issued under a
Master Indenture dated as of September 25, 2003 (as amended, the “Master Indenture”), between the Issuer and
Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Indenture Supplement dated as of March 29, 2007 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee


 


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


 


	
  Dated:

  	
  ,

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 






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


 


7
















 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


 


Monthly
Noteholder’s Statement


GE Capital Credit Card
Master Note Trust


 


Series 2007 — 1


Class A + 0.00% LIBOR
Notes


Class B 4.95% Notes


Class C LIBOR + 0.27%
Notes


 


Pursuant to the Master Indenture, dated as of September 25,
2003 (as amended and supplemented, the “Indenture”) between GE Capital
Credit Card Master Note Trust (the “Issuer”) and Deutsche Bank Trust
Company Americas, as indenture trustee (the “Indenture Trustee”), as
supplemented by the Series 2007-1 Indenture Supplement (the “Indenture
Supplement”), dated as of March 29, 2007, between the Issuer and the
Indenture Trustee, the Issuer is required to prepare, or cause the Servicer to
prepare, certain information each month regarding current distributions to the Series 2007-1
Noteholders and the performance of the Trust during the previous month.  The information required to be prepared with
respect to the Payment Date of May 15, 2007, and with respect to the
performance of the Trust during the Monthly Period ended April 21, 2007 is
set forth below.  Capitalized terms used
herein are defined in the Indenture and the Indenture Supplement. The
undersigned, an Authorized Officer of the Servicer, does hereby certify as
follows:


 


	
  Record
  Date:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Monthly
  Period Beginning:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Monthly
  Period Ending:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Previous
  Payment Date:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Payment
  Date:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Interest
  Period Beginning:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Interest
  Period Ending:

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  Days
  in Monthly Period:

  	
   

  	
  [
   ·  ]

  
	
  Days
  in Interest Period:

  	
   

  	
  [
   ·  ]

  
	
  LIBOR
  Determination Date

  	
   

  	
  [
   ·  ], 20[  ·  ]

  
	
  LIBOR
  Rate

  	
   

  	
  [
   ·  ]

  
	
  Is
  there a Reset Date?

  	
   

  	
  [No][Yes]

  



 


I.              Trust Receivables
Information


 


a.     Number of Obligors (Total
Securitized) Beginning


b.     Number of Obligors (Total
Securitized) Ending


c.     Average Obligor Balance (q /
b)


d.     BOP Principal Receivables


 


1

















 


e.     BOP Finance Charge
Receivables


f.      BOP Total Receivables


g.     Increase in Principal
Receivables from Additional Accounts


h.     Increase in Principal
Activity on Existing Securitized Accounts


i.      Increase in Finance Charge
Receivables from Additional Accounts


j.      Increase in Finance Charge
Activity on Existing Securitized Accounts


k.     Increase in Total
Receivables


l.      Decrease in Principal
Receivables due to Account Removal


m.    Decrease in Principal
Activity on Existing Securitized Accounts


n.     Decrease in Finance Charge
Receivables due to Account Removal


o.     Decrease in Finance Charge Activity
on Existing Securitized Accounts


p.     Decrease in Total
Receivables


q.     EOP Aggregate Principal
Receivables


r.      EOP Finance Charge
Receivables


s.     EOP Total Receivables


t.      Excess Funding Account
Balance


u.     Required Principal Balance


v.     Minimum Free Equity Amount
(EOP Aggregate Principal Receivables * 4.0%)


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


 


II.            Investor
Information (Trust Level)


 


a.     Note Principal Balance (Sum
of all Series)


i.      Beginning of Interest Period


ii.     Increase in Note Principal
Balance due to New Issuance


iii.    Decrease in Note Principal
Balance due to Principal Paid


iv.    End of Interest Period


 


b.     Excess Collateral Amount
(Sum of all Series)


i.      Beginning of Interest Period


ii.     Additional Enhancement
Amount


iii.    Increase in Excess
Collateral Amount due to New Issuance


iv.    Reductions in Required
Excess Collateral Amount


v.     Increase in Unreimbursed
Investor Charge-Off


vi.    Decrease in Unreimbursed
Investor Charge-Off


vii.   Increase in Unreimbursed
Reallocated Principal Collections


viii.      Decrease in
Unreimbursed Reallocated Principal Collections


ix.    End of Interest Period


 


2

















 


c.     Collateral Amount (Sum of
all Series)


i.      End of Prior Monthly Period


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


iii.    Increase in Unreimbursed
Investor Charge-Off


iv.    Decrease in Unreimbursed
Investor Charge-Off


v.     Increase in Unreimbursed
Reallocated Principal Collections


vi.    Decrease in Unreimbursed
Reallocated Principal Collections


vii.   End of Interest Period (c.ii
+ a.ii-a.iii + (b.ii through b.iv) - c.iii - c.iv)


 


III.           Trust
Performance Data (Monthly Period)


 


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


i.      Current


ii.     Prior Monthly Period


iii.    Two Months Prior Monthly
Period


iv.    Three-Month Average


 


b.     Payment Rate (Principal
Collections / BOP Principal Receivables)


i.      Current


ii.     Prior Monthly Period


iii.    Two Months Prior Monthly
Period


iv.    Three-Month Average


 


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


i.      Current


ii.     Prior Monthly Period


iii.    Two Months Prior Monthly
Period


iv.    Three-Month Average


 


d.     Default Amount for Defaulted
Accounts


 


e.     Collections


i.      Total Trust Finance Charge
Collections


ii.     Total Trust Principal
Collections


iii.    Total Trust Collections


 


	
   

  	
   

  	
  Percentage

  	
   

  	
  Amount

  	
   

  
	
  f.      Delinquency Data

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  i.      15-29 Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ii.     30-59 Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  iii.    60-89 Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  iv.    90-119 Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  v.     120-149 Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  vi.    150 or Greater Days
  Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


IV.           Series Performance
Data


 


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


i.      Current


ii.     Prior Monthly Period


iii.    Two Months Prior Monthly
Period


iv.    Three-Month Average


 


b.     Base Rate (Noteholder
Servicing Fee + Admin Fee + Monthly Interest + Swap Payments — Swap Receipts /
BOP Collateral)


i.      Current


ii.     Prior Monthly Period


iii.    Two Months Prior Monthly
Period


iv.    Three-Month Average


 


c.     Excess Spread Percentage
(Portfolio Yield — Base Rate)


i.      Current


ii.     Prior Monthly Period


iii.    Two Months Prior Monthly
Period


iv.    Quarterly Excess Spread
Percentage


 


V.            Investor
Information Regarding Distributions to Noteholders


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


VI.          Investor
Information


 


a.     Class A Note Initial
Principal Balance


b.     Class B Note Initial
Principal Balance


c.     Class C Note Initial
Principal Balance


d.     Initial Excess Collateral
Amount


e.     Initial Collateral Amount


 


f.      Class A Note Principal
Balance


i.      Beginning of Interest Period


ii.     Principal Payment


iii.    End of Interest Period


 


g.     Class B Note Principal
Balance


i.      Beginning of Interest Period


ii.     Principal Payment


iii.    End of Interest Period


 


h.     Class C Note Principal
Balance


i.      Beginning of Interest Period


ii.     Principal Payment


iii.    End of Interest Period


 


i.      Excess Collateral Amount


i.      Beginning of Interest Period


ii.     Reduction in Excess
Collateral Amount


iii.    End of Interest Period


 


j.      Collateral Amount


i.      Beginning of Interest Period


ii.     Increase/Decrease in
Unreimbursed Investor Charge-Offs


iii.    Increase/Decrease in
Reallocated Principal Collections


iv.    Reduction in Excess
Collateral Amount


v.     Principal Accumulation
Account Deposit


vi.    End of Interest Period


vii.   Collateral Amount as a
Percentage of Note Trust Principal Balance


viii.       Amount by which
Note Principal Balance exceeds Collateral Amount


 


k.     Required Excess Collateral
Amount


 


5

















 


VII.         Investor Charge-Offs and
Reallocated Principal Collections

(Section references relate to Indenture
Supplement)


 


a.     Beginning Unreimbursed
Investor Charge-Offs


b.     Current Unreimbursed
Investor Defaults


c.     Current Unreimbursed
Investor Uncovered Dilution Amount


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


e.     Ending Unreimbursed Investor
Charge-Offs


f.      Beginning Unreimbursed
Reallocated Principal Collections


g.     Current Reallocated
Principal Collections pursuant to Section 4.7


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


i.      Ending Unreimbursed
Reallocated Principal Collections


 


VIII.        Investor
Percentages —BOP Balance and Series Account Information


 


a.     Allocation Percentage
Numerator — for Finance Charge Collections and Default Amounts


b.     Allocation Percentage
Numerator — for Principal Collections


c.     Allocation Percentage
Denominator


i.      Aggregate Principal
Receivables Balance


ii.     Number of Days at Balance


iii.    Average Principal Balance


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


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


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


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


h.     Series Allocation
Percentage


 


IX.          Collections
and Allocations


 


	
   

  	
   

  	
  Trust

  	
   

  	
  Series

  	
   

  
	
  a.     Finance Charge Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.     Recoveries

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.     Principal Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.     Default Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e.     Dilution

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  f.      Investor Uncovered
  Dilution Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  g.     Available Finance Charge
  Collections

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


6

















 


i.      Investor Finance Charge
Collections


ii.     Excess Finance Charge
Collections allocable to Series 2007-1


iii.    Principal Accumulation
Account Investment Proceeds


iv.    Investment earnings in the
Reserve Account


v.     Reserve Account Draw Amount


vi.    Net Swap Receipts


vii.   Recoveries


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


i.      Total Collections to Series


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


 


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


 


a.     Available Finance Charge
Collections


i.      On a pari passu basis:


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


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


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


 


ii.     To the Servicer:


a.     Noteholder Servicing Fee


b.     Noteholder Servicing Fee
previously due but not paid


c.     Total Noteholder Servicing
Fee


 


iii.    On a pari passu basis:


a.     Class A Monthly
Interest


b.     Class A Deficiency
Amount


c.     Class A Additional
Interest


d.     Class A Additional
Interest not paid on prior Payment Date


e.     Class A Senior Swap
Payments


f.      Class A Senior Swap
Payments not paid on a prior Payment Date


 


iv.    On a pari passu basis:


a.     Class B Monthly
Interest


b.     Class B Deficiency
Amount


c.     Class B Additional
Interest


d.     Class B Additional
Interest not paid on prior Payment Date


 


v.     On a pari passu basis:


 


7

















 


a.     Class C Monthly
Interest


b.     Class C Deficiency
Amount


c.     Class C Additional
Interest


d.     Class C Additional
Interest not paid on prior Payment Date


e.     Class C Senior Swap
Payments


f.      Class C Senior Swap
Payments not paid on a prior Payment Date


 


vi.    To be treated as Available
Principal Collections


a.     Aggregate Investor Default
Amount


b.     Aggregate Investor Uncovered
Dilution Amount


 


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


a.     Investor Charge-offs


b.     Reallocated Principal
Collections


 


viii.          Excess of
Required Reserve Account Amount Over Available Reserve Account Amount


ix.    Amounts required to be
deposited to the Spread Account


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


xi.    Subordinated Termination Payments and other additional amount
owed to Class A Swap Counterparty


xii.   Subordinated Termination Payments and other additional amount owed
to Class C Swap Counterparty


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


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


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


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


 


XI.           Excess
Finance Charge Collections (Group One)


 


a.     Total Excess Finance Charge
Collections in Group One


 


8

















 


b.     Finance Charge Shortfall for
Series 2007—1


 


c.     Finance Charge Shortfall for
all Series in Group One


 


d.     Excess Finance Charges
Collections Allocated to Series 2007—1


 


XII.         Available Principal Collections
and Distributions

(Section references relate to Indenture Supplement)


 


a.     Investor Principal
Collections


 


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


 


c.     Plus:  Shared Principal Collections allocated to
this Series


 


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


 


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


 


f.      Plus:  Unless there is an Early Amortization Period,
the amount of Available Finance Charge Collections used to pay principal on the
Notes pursuant to Section 4.4(a)(xiv)


 


g.     Available Principal
Collections (Deposited to Principal Account)


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


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


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


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


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


a.     Principal paid to Class A
Noteholders


b.     Principal paid to Class B
Noteholders


c.     Principal paid to class C
Noteholders


vi.    Total Principal Collections
Available to Share (Inclusive of Series 2007—1)


vii.   Series Principal
Shortfall


viii.          Shared
Principal Collections allocated to this Series from other Series


 


9

















 


XIII.       Series 2007-1
Accumulation


 


a.     Controlled Accumulation
Period Length in months (scheduled)


 


b.     Controlled Accumulation
Amount


 


c.     Controlled Deposit Amount


 


d.     Accumulation Shortfall


 


e.     Principal Accumulation
Account Balance


i.      Beginning of Interest Period


ii.     Controlled Deposit Amount


iii.    Withdrawal for Principal
Payment


iv.    End of Interest Period


 


XIV.       Reserve
Account Funding (Section references relate to Indenture Supplement)


 


a.     Reserve Account Funding Date
(scheduled)


 


b.     Required Reserve Account
Amount (.50% of Note Principal Balance beginning on Reserve Account Funding
Date)


 


c.     Beginning Available Reserve
Account Amount


 


d.     Reserve Draw Amount


 


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


 


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


 


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


 


h.     Ending Available Reserve
Account Amount


 


XV.        Spread
Account Funding (Section references relate to Indenture Supplement)


 


a.     Spread Account Percentage


 


b.     Required Spread Account
Amount


 


c.     Beginning Available Spread
Account Amount


 


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


 


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


 


f.      Withdrawal pursuant to 4.11(c) —
Early Amortization Event


 


g.     Withdrawal pursuant to 4.11(d) —
Event of Default


 


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


 


10

















 


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


 


j.      Ending Available Spread
Account Amount


 


XVI.       Series Early
Amortization Events


 


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


 


Free Equity:


 


i.      Free Equity Amount


ii.     Minimum Free Equity Amount


iii.    Excess Free Equity Amount


 


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


i.      Note Trust Principal Balance


ii.     Required Principal Balance


iii.    Excess Principal Balance


 


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


i.      Three month Average
Portfolio Yield


ii.     Three month Average Base Rate


iii.    Excess Spread over Base Rate


 


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


i.      Expected Principal Payment
Date


ii.     Current Payment Date


 


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


	
   

  	
   

  
	
   

  	
  GE MONEY BANK, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


11

















 


EXHIBIT C-1


 


FORM OF CLASS A SWAP


 


[To be Attached]


 


1

















 


EXHIBIT C-2


 


FORM OF CLASS C SWAP


 


[To be Attached]


 


1

















 


SCHEDULE I


 


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO NET SWAP RECEIPTS)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)           Notwithstanding any other provision of
the Indenture, the representations and warranties set forth in this Schedule I shall be continuing, and remain in
full force and effect, until such time as the Series 2007-1 Notes are
retired.


 


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


 


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


 


1

















 


SCHEDULE II


 


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO RECEIVABLES)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)           Notwithstanding any other provision of
the Indenture, the representations and warranties set forth in this Schedule II shall be continuing, and remain
in full force and effect, until such time as the Series 2007-1 Notes are
retired.


 


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


 


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


 


1