Exhibit 4.1


 


EXECUTION
COPY


 


GE CAPITAL CREDIT
CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK
TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


AMENDED AND RESTATED


Series 2005-1 INDENTURE SUPPLEMENT


Dated as of December 9, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  1

  
	
  SECTION 1.2.

  	
  Incorporation
  of Terms

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  CREATION
  OF THE SERIES 2005-1 NOTES

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  RIGHTS
  OF SERIES 2005-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination
  of Interest and Principal

  	
  17

  
	
  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

  	
  22

  
	
  SECTION 4.5.

  	
  Distributions

  	
  26

  
	
  SECTION 4.6.

  	
  Investor
  Charge-Offs

  	
  26

  
	
  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

  	
  28

  
	
  SECTION 4.11.

  	
  Spread
  Account

  	
  29

  
	
  SECTION 4.12.

  	
  Investment
  of Accounts

  	
  30

  
	
  SECTION 4.13.

  	
  Controlled
  Accumulation Period

  	
  31

  
	
  SECTION 4.14.

  	
  Determination
  of LIBOR

  	
  31

  
	
  SECTION 4.15.

  	
  Swaps

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  DELIVERY
  OF SERIES 2005-1 NOTES; REPORTS TO SERIES 2005-1 NOTEHOLDERS

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery
  and Payment for the Series 2005-1 Notes

  	
  33

  
	
  SECTION 5.2.

  	
  Reports
  and Statements to Series 2005-1 Noteholders

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  SERIES
  2005-1 EARLY AMORTIZATION EVENTS

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 2005-1
  Early Amortization Events

  	
  33

  
					



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  REDEMPTION
  OF SERIES 2005-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional
  Redemption of Series 2005-1 Notes; Final Distributions

  	
  35

  
	
  SECTION 7.2.

  	
  Series Termination

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  MISCELLANEOUS
  PROVISIONS

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification
  of Indenture; Amendments

  	
  37

  
	
  SECTION 8.2.

  	
  Form of
  Delivery of the Series 2005-1 Notes

  	
  37

  
	
  SECTION 8.3.

  	
  Counterparts

  	
  37

  
	
  SECTION 8.4.

  	
  GOVERNING
  LAW

  	
  37

  
	
  SECTION 8.5.

  	
  Limitation
  of Liability

  	
  38

  
	
  SECTION 8.6.

  	
  Rights
  of the Indenture Trustee

  	
  38

  
	
  SECTION 8.7.

  	
  Notice
  Address for Rating Agencies

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  FASIT
  MATTERS

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  FASIT Administration

  	
  39

  
				



 


	
  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 NOTEHOLDERS’ STATEMENT

  
	
  EXHIBIT
  C-1

  	
   

  	
  FORM OF
  CLASS A SWAP

  
	
  EXHIBIT
  C-2

  	
   

  	
  FORM OF
  CLASS B SWAP

  
	
  EXHIBIT
  C-3

  	
   

  	
  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)

  



 


ii

















 


AMENDED AND RESTATED SERIES 2005-1 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, and as
further amended by the Second Amendment to Master Indenture, dated as of June 17,
2004 between the Issuer and the Indenture Trustee (the “Indenture”, together
with this Indenture Supplement, the “Agreement”).


 


WHEREAS, the Issuer and
the Indenture Trustee entered into a Series 2005-1 Indenture Supplement,
dated as of March 30, 2005 (the “Previous 2005-1 Indenture Supplement”).


 


WHEREAS, the Issuer and
the Indenture Trustee desire to amend and restate the Previous 2005-1 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 2005-1 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 2005-1 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 2005-1
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 2005-1 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)(xiii)
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 Monthly
Interest, (b) the Net Swap Payments, (c) the amount required to be
paid pursuant to Section 4.4(a)(i) and (d) the Noteholder
Servicing Fee, each with respect to the related Payment Date, and the
denominator of which is the Collateral Amount plus amounts on deposit in the
Principal Accumulation Account, each as of the close of business on the last
day of such Monthly Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


“Class A Note
Interest Rate” means a per annum rate of 0.04% in excess of LIBOR as
determined on the LIBOR Determination Date for the applicable Interest Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A Swap Rate”
means 4.696% per annum.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B Net Swap
Receipt” means, with respect to any Payment Date, any net amount
payable by the Class B Counterparty as a result of LIBOR being greater
than the Class B Swap 


 


5

















 


Rate.  For the avoidance of doubt, Class B Net
Swap Receipts do not include early termination payments.


 


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


 


“Class B Note
Interest Rate” means a per annum rate of 0.17% in excess of LIBOR as
determined on the LIBOR Determination Date for the applicable Interest Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B Swap Rate”  means 4.696% per annum.


 


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


 


“Class C
Counterparty” means Royal Bank of Canada 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 


 


6

















 


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


 


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


 


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


 


“Class C Note
Interest Rate” means a per annum rate of 0.34% in excess of LIBOR as
determined on the LIBOR Determination Date for the applicable Interest Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class C Swap Rate”
means 4.696% per annum.


 


“Closing Date”
means March 30, 2005.


 


“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 2005-1
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,



 


7

















 


$95,250,000, (ii) for
the Payment Date in December 2009, $381,000,000 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.


 


“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;


 


(b) the Class B Net Interest Obligation; and


 


(c) the Class C Net Interest Obligation.


 


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


 


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


 


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


 


“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 


 


8

















 


or returned by an
accountholder or (c) for any other reason other than receiving Collections
therefor or charging off such amount as uncollectible.


 


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


 


“Early Amortization
Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2005-1 Early Amortization Event is
deemed to occur and ending on the Final Payment Date.


 


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


 


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


 


“Expected Principal
Payment Date” means the 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 2005-1 and each other outstanding Series previously or
hereafter specified in the related Indenture Supplement to be included in Group
One.


 


“Indenture” is
defined in the preamble.


 


“Indenture Trustee”
is defined in the preamble.


 


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


 


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


 


“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.


 


9
















 


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


 


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


 


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


 


“Investor Finance Charge Collections” means, for any Monthly Period, an
amount equal to the aggregate amount of Finance Charge Collections retained or
deposited in the Finance Charge Account for Series 2005-1 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 2005-1 pursuant to Section 4.3(b)(ii) for
such Monthly Period.


 


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


 


“Issuer” is
defined in the preamble.


 


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


 


“LIBOR Determination Date”
means (i) March 28, 2005 for the period from and including the
Closing Date through and including May 15, 2005 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 2005-1, 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.


 


10

















 


“Monthly Period”
means, as to the first Payment Date, the period beginning on the Closing Date
and ending on May 21, 2005, 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.


 


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


 


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


 


(a)                                  the lesser of (i) the
Class A Required Amount and (ii) $210,000,000 minus 
the sum of (x) the amount of unreimbursed Investor Charge-Offs (after
giving effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous Payment
Date) and (y) any reductions to the Collateral Amount on account of
reductions to the Required Excess Collateral Amount, but not less than zero;


 


(b)                                 the lesser of (i) the
Class B Required Amount and (ii) $100,000,000 minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date and as required in clause (a) above) and
(y) any reductions to the Collateral Amount on account of reductions to
the Required Excess Collateral Amount, but not less than zero; and


 


(c)                                  the lesser of (i) the
Class C Required Amount and (ii) $47,500,000 minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date and as required in clauses (a) and (b) above) and
(y) any reduction to the Collateral Amount on account of reductions to the
Required Excess Collateral Amount, but not less than zero.


 


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


 


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


 


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


 


“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.


 


11

















 


“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 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)(xiii) 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 16, 2005 and the 15th day of each calendar month thereafter, or if
such 15th day is not a Business Day, the next succeeding Business Day.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Principal Shortfall”
is defined in Section 4.9.


 


“Quarterly Excess Spread
Percentage” means (a) with respect to the May 2005 Payment
Date, the Excess Spread Percentage for the Monthly Period relating to such
Payment Date, (b) with respect to the June 2005 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 2005
Payment Date and (ii) the Excess Spread Percentage for the Monthly Period
relating to the June 2005 Payment Date and the denominator of which is
two, and (c) with respect to the July 2005 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 2005-1 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 2005-1
Noteholders on a prior Payment Date and (iv) any amounts owing to any
Counterparty pursuant to the terms of the Class A Swap, Class B Swap
or Class C Swap.


 


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


 


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


 


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


 


“Required Excess
Collateral Amount” means, at any time, 4.75% of the Collateral
Amount; provided that:


 


(a)                                  except as
provided in clause (c), the Required
Excess Collateral Amount shall never be less than 3.0% of the Initial
Collateral Amount;


 


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


 


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


 


“Required Reserve Account
Amount” means, for any Transfer Date on or after the 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, the Class B
Swap and the Class C Swap, as applicable) payable by the Issuer under the Class A
Swap, the Class B Swap and the Class C Swap (without giving effect to
the netting of any other amounts against such Fixed Rate 


 


13

















 


Amounts) for the Payment
Dates occurring in January 2010, February 2010 and March 2010, (ii) the
sum for the Payment Dates occurring in January 2010, February 2010
and March 2010 of the Class A Monthly Interest payable on each such
Payment Date calculated assuming the Class A Note Interest Rate was equal
to 0.04% per annum for each applicable Interest Period, (iii) the sum for
the Payment Dates occurring in January 2010, February 2010 and March 2010
of the Class B Monthly Interest payable on each such Payment Date
calculated assuming the Class B Note Interest Rate was equal to 0.17% per
annum for each applicable Interest Period and (iv) the sum 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 was equal to 0.34% 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 2005-1.


 


“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 2005-1
Notes the Required Spread Account Amount will never exceed the Class C
Note Principal Balance (after taking into account any payments to be made on
such Payment Date).


 


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


 


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


 


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


 


“Reserve Draw Amount”
means, with respect to each Transfer Date relating to the Controlled
Accumulation Period 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.


 


14

















 


“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;


 


(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.


 


“Series Accounts” is defined in Section 4.2.


 


“Series Allocation
Percentage” means, with respect to any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is the numerator
used in determining the Allocation Percentage for Finance Charge Collections
for that Monthly Period and the denominator of which is the sum of the
numerators used in determining the Allocation Percentage for Finance Charge
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 2005-1, the March 2013
Payment Date.


 


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


 


“Series 2005-1”
means the Series of Notes the terms of which are specified in this Indenture
Supplement.


 


“Series 2005-1 Early
Amortization Event” is defined in Section 6.1.


 


“Series 2005-1
Excess Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series 2005-1 pursuant to
Section 8.6 of the Indenture.


 


“Series 2005-1 Note”
means a Class A Note, a Class B Note or a Class C Note.


 


15

















 


“Series 2005-1
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%.


 


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


 


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


 


“Trust” is defined
in the preamble.


 


SECTION 1.2.  Incorporation of Terms.  The terms of the Indenture are incorporated
in this Supplement as if set forth in full herein. As supplemented by this
Supplement, the Indenture is in all respects ratified and confirmed and both
together shall be read, taken and construed as one and the same agreement. If
the terms of this Supplement and the terms of the Indenture conflict, the terms
of this Supplement shall control with respect to the Series 2005-1.


 


ARTICLE II

CREATION OF THE SERIES 2005-1 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 2005-1”
or the “Series 2005-1 Notes.”  The Series 2005-1 Notes shall be issued
in three Classes, known as the “Class A Series 2005-1
Floating Rate Asset Backed 


 


16

















 


Notes,” the “Class B Series 2005-1 Floating Rate Asset
Backed Notes,” and the “Class C Series 2005-1
Floating Rate Asset Backed Notes.”


 


(b)                                 Series 2005-1
shall be included in Group One and shall be a Principal Sharing Series.  Series 2005-1 shall be an Excess
Allocation Series with respect to Group One only.  Series 2005-1 shall not be subordinated
to any other Series.


 


(c)                                  The Series 2005-1
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.


 


ARTICLE IV

RIGHTS OF SERIES 2005-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF
COLLECTIONS


 


SECTION 4.1.  Determination of Interest and Principal.


 


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


 


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


 


17

















 


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


 


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 the
actual number of days in the related Interest Period and the denominator of
which is 360, (ii) the Class B Note Interest Rate in effect with
respect to the related Interest Period plus
2% per annum and (iii) such Class B Deficiency Amount (or the portion
thereof which has not been paid to the Class B Noteholders) shall be
payable as provided herein with respect to the Class B Notes.  Notwithstanding anything to the contrary
herein, Class B Additional Interest shall be payable or distributed to the
Class B Noteholders only to the extent permitted by applicable law.


 


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


 


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


 


(d)                                 The amount of
monthly principal to be transferred from the Principal Account with respect to
the Notes on each Payment Date (the “Monthly
Principal”), beginning with the Payment Date in the month following
the month in which the Controlled Accumulation Period 


 


18

















 


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


 


SECTION 4.2.  Establishment of Accounts.


 


(a)                                  As of the
Closing Date, the Issuer covenants to have established and shall thereafter
maintain the Finance Charge Account, the Principal Account, the Principal
Accumulation Account, the Distribution Account, the Reserve Account and the
Spread Account (collectively, the “Series Accounts”) each of which
shall be an Eligible Deposit Account.


 


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


 


(c)                                  On or before
the Closing Date, the Issuer shall enter into a depositary agreement to govern
the Series Accounts pursuant to which such accounts are continuously
identified in the depositary institution’s books and records as subject to a
security interest in favor of the Indenture Trustee on behalf of the
Noteholders and, except as may be expressly provided herein to the contrary, in
order to perfect the security interest of the Indenture Trustee on behalf of
the Noteholders under the UCC, the Indenture Trustee on behalf of the
Noteholders shall have the power to direct disposition of the funds in the Series Accounts
without further consent by the Issuer; provided  however, that
prior to the delivery by the Indenture Trustee on behalf of the Noteholders of
notice otherwise, the Issuer shall have the right to direct the disposition of
funds in the Series Accounts; provided  further that the
Indenture Trustee on behalf of the Noteholders agrees that it will not deliver
such notice or exercise its power to direct disposition of the funds in the Series Accounts
unless an Event of Default has occurred and is continuing.


 


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


 


19
















 


SECTION 4.3.  Calculations and Series Allocations.


 


(a)                                  Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 2005-1
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 2005-1 pursuant to Section 8.5 of the Indenture)).


 


(b)                                 Allocations to
the Series 2005-1 Noteholders.  The Issuer shall on each Date of Processing,
allocate to the Series 2005-1 Noteholders the following amounts as set
forth below:


 


(i)                                     Allocations of Finance Charge Collections.  The Issuer shall allocate to the Series 2005-1
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 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 


 


20

















 


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 2005-1
Noteholders the following amounts as set forth below:


 


(x)                                   Allocations
During the Revolving Period.


 


(1)                                  During the Revolving Period an amount
equal to the product of the Allocation Percentage and the aggregate amount of
Principal Collections processed on such Date of Processing, shall be allocated
to the Series 2005-1 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 2005-1 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 


 


21

















 


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 2005-1 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 2005-1 Noteholders and transferred to the Principal Account
until applied as provided herein; provided,
however, that after the date on which
an amount of such Principal Collections equal to the Note Principal Balance has
been deposited into the Principal Account such amount shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation
period or amortization period, retained in the Principal Account for
application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount and third paid to the
holders of the Transferor Interest.


 


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


 


(a)                                  On each 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 2005-1
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 


 


22

















 


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 Net Swap Payments for
such Payment Date and any unpaid Class A Net Swap Payments owed to the Class A
Counterparty in respect of any prior Payment Date shall be paid to the Class A
Counterparty;


 


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


 


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


 


(vi)                              (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;


 


23

















 


(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;


 


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


 


(xii)                             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 2005-1 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


 


(xiii)                          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 


 


24

















 


Collections (calculated without regard to
amounts available to be treated as Available Principal Collections pursuant to
this clause (xiii)), 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 2005-1 pursuant to Section 8.4(d) of
the Indenture and that have not been paid pursuant to clauses (i) and
(xii) 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 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.


 


25

















 


(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.


 


(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 2005-1
Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that for any Series 2005-1 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 2005-1 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 


 


26

















 


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 2005-1 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 2005-1
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 2005-1 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 2005-1
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 (xii) on such Payment Date over (b) the Available Finance Charge
Collections with respect to such Payment Date (excluding any portion thereof
attributable to Excess Finance Charge Collections); 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 the
Finance Charge Shortfalls for all Excess Allocation Series in Group One
for the related Payment Date, then the Finance Charge Shortfall for Series 2005-1
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.


 


27

















 


SECTION 4.9.  Shared Principal Collections.  Subject to Section 8.5
of the Indenture, Shared Principal Collections allocable to Series 2005-1
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 2005-1 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 2005-1 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 (xiii) 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 2005-1 shall be
reduced to the excess, if any, of the sum of $95,250,000, 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 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 such Transfer Date.  For 


 


28

















 


purposes
of determining the availability of funds or the balance in the Reserve Account
for any reason under this Indenture Supplement, except as otherwise provided in
the preceding sentence, investment earnings on such funds shall be deemed not
to be available or on deposit.


 


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


 


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


 


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


 


(e)                                  Upon the
payment in full of all amounts owing to the Series 2005-1 Noteholders, and
after the prior payment of all amounts payable from the Reserve Account, the
Issuer shall withdraw from the Reserve Account all amounts in the following
order of priority: (i) an amount equal to any termination payments or
other additional payments, if any, payable to the Class A Counterparty
will be paid to the Class A Counterparty; (ii) an amount equal to any
termination payments or other additional payments, if any, payable to the Class B
Counterparty will be paid to the Class B Counterparty, (iii) an
amount equal to any termination payments or other additional payments, if any,
payable to the Class C Counterparty will be paid to the Class C
Counterparty and (iv) 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:  


 


29

















 


(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 2005-1
that has resulted in the acceleration of the Series 2005-1 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 2005-1
Notes in the following order of priority until all amounts owed to such
Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the
Class A Noteholders and (iii) the Class B Noteholders.


 


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


 


(f)                                    If, after
giving effect to all deposits to and withdrawals from the Spread Account with
respect to any Transfer Date, the amount on deposit in the Spread Account
exceeds the Required Spread Account Amount, the Issuer shall withdraw an amount
equal to such excess from the Spread Account and distribute such amount to the
Transferor.  On the date on which the Class C
Note Principal Balance has been paid in full, after making any payments to the
Noteholders required pursuant to Sections 4.11(a),
(b), (c) and
(d), the Issuer shall withdraw from the
Spread Account all amounts then remaining in the Spread Account and pay such
amounts to the holders of the Transferor Interest.


 


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


 


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


 


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


 


(d)                                 On each
Transfer Date (but subject to Section 4.11(a)),
the Investment Earnings, if any, credited since the preceding Transfer Date on
funds on deposit in the Spread Account shall be retained in the Spread Account
(to the extent that the Available Spread Account Amount 


 


30

















 


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 2005-1
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 Account, if any) remains constant at the level on such date of
determination, (3) no Early Amortization Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on such date of determination) will be subsequently issued.  Any notice by Issuer modifying the
commencement of the Controlled Accumulation Period pursuant to this Section 4.13 shall specify (i) the
Controlled Accumulation Period Length, (ii) the commencement date of the
Controlled Accumulation Period and (iii) the Controlled Accumulation
Amount with respect to each Monthly Period during the Controlled Accumulation
Period.


 


SECTION 4.14.  Determination of LIBOR.


 


(a)                                  On each LIBOR
Determination Date in respect of an Interest Period, the Indenture Trustee
shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg
Financial Markets system as the composite offered rate for London interbank
deposits for a period of the Designated Maturity, as of 11:00 a.m., London
time, on that date.  If that rate does
not appear on that display page, LIBOR for that Interest Period will be the
rate per annum shown on page 3750 of the Bridge Telerate Services Report
screen or any successor page as the composite offered rate for London
interbank deposits for a one-month period, as shown under the heading “USD” as
of 11:00 a.m., London time, on the LIBOR Determination Date.  If no rate is shown as described in the
preceding two sentences, LIBOR for that Interest Period will be the rate per
annum based on the rates at which Dollar deposits for a period of the
Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor
Money Rates Service or such other page as may replace the LIBOR page on
that service for the purpose of displaying London interbank offered rates of
major banks as of 11:00 a.m., London time, on the LIBOR 


 


31

















 


Determination
Date; provided that if at least two rates appear on that page, the rate
will be the arithmetic mean of the displayed rates and if fewer than two rates
are displayed, or if no rate is relevant, the rate for that Interest Period
shall be determined on the basis of the rates at which deposits in United
States dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market for
period of the Designated Maturity.  The
Indenture Trustee shall request the principal London office of each of the
Reference Banks to provide a quotation of its rate.  If at least two (2) such quotations are
provided, the rate for that Interest Period shall be the arithmetic mean of the
quotations.  If fewer than two (2) quotations
are provided as requested, the rate for that Interest Period will be the
arithmetic mean of the rates quoted by major banks in New York City, selected
by the Servicer, at approximately 11:00 a.m., New York City time, on that
day for loans in United States dollars to leading European banks for a period
of the Designated Maturity.


 


(b)                                 The Class A
Note Interest Rate, Class B Note Interest Rate and Class C Note
Interest Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Indenture Trustee at its
corporate trust office at (800) 735-7777 or such other telephone number as
shall be designated by the Indenture Trustee for such purpose by prior written
notice by the Indenture Trustee to each Series 2005-1 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.


 


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


 


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


 


32
















 


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 2005-1 NOTES;

REPORTS TO SERIES 2005-1 NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 2005-1
Notes.


 


The Issuer shall execute and issue, and the Indenture
Trustee shall authenticate, the Series 2005-1 Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the Series 2005-1
Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2.  Reports and Statements to Series 2005-1
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 2005-1 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 2005-1 Noteholder by a request in writing to the
Issuer.


 


(c)                                  On or before January 31
of each calendar year, beginning with January 31, 2006, the Issuer shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2005-1 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 2005-1 EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 2005-1 Early Amortization
Events.  If any one of the following
events shall occur with respect to the Series 2005-1 Notes:


 


33

















 


(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 2005-1 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 2005-1 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 2005-1 Notes and as a result of which the
interests of the Series 2005-1 Noteholders are materially and adversely
affected for such period; provided, however, that a Series 2005-1 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;


 


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


 


(h)                                 the Class A
Swap shall terminate prior to the earlier of the payment in full of the Class A
Notes and the Series Maturity Date if the Issuer shall fail to enter into
a replacement 


 


34

















 


Class A
Swap or other interest rate hedging arrangement in accordance with subsection
4.15(b) within five Business Days; the Class B Swap shall terminate
prior to the earlier of the payment in full of the Class B Notes and the Series Maturity
Date if the Issuer shall fail to enter into a replacement Class B Swap or
other interest rate hedging arrangement in accordance with subsection 4.15(b) within
five 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 interest rate hedging arrangement in accordance with subsection 4.15(b) within
five Business Days; or


 


(i)                                     without
limiting the foregoing, the occurrence of an Event of Default with respect to Series 2005-1
and acceleration of the maturity of the Series 2005-1 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 2005-1 Notes evidencing more than 50% of the aggregate
unpaid principal amount of Series 2005-1 Notes by notice then given in
writing to the Issuer (and to the Indenture Trustee if given by the Series 2005-1
Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2005-1 (a “Series 2005-1
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 2005-1 Early Amortization Event shall occur without any notice or
other action on the part of the Indenture Trustee or the Series 2005-1
Noteholders immediately upon the occurrence of such event.


 


ARTICLE VII

REDEMPTION OF SERIES 2005-1 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION


 


SECTION 7.1.  Optional Redemption of Series 2005-1
Notes; Final Distributions.


 


(a)                                  On any day
occurring on or after the date on which the outstanding principal balance of
the Series 2005-1 Notes is reduced to 10% or less of the initial
outstanding principal balance of Series 2005-1 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
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 2005-1 shall be 


 


35

















 


reduced
to zero and the Series 2005-1 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 2005-1 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 2005-1 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 2005-1, the Indenture Trustee shall, in accordance with
the written direction of the Issuer, not later than 12:00 noon, New York City
time, on the related Payment Date, make payments of the following amounts (in
the priority set forth below and, in each case, after giving effect to any
deposits and payments otherwise to be made on such date) in immediately
available funds:  (i) (x) the Class A
Note Principal Balance on such Payment Date will be paid to the Class A
Noteholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest due and payable on such Payment Date or any prior Payment
Date, (B) any Class A Deficiency Amount for such Payment Date and (C) the
amount of Class A Additional Interest, if any, for such Payment Date and
any Class A Additional Interest previously due but not paid to the Class A
Noteholders on any prior Payment Date, will be paid to the Class A
Noteholders, (ii) (x) the Class B Note Principal Balance on such
Payment Date will be paid to the Class B Noteholders and (y) an
amount equal to the sum of (A) Class B Monthly Interest due and
payable on such Payment Date or any prior Payment Date, (B) any Class B
Deficiency Amount for  such Payment Date
and (C) the amount of Class B Additional Interest, if any, for such
Payment Date and any Class B Additional Interest previously due but not
paid to the Class B Noteholders on any prior Payment Date, will be paid to
the Class B Noteholders, (iii)  (x) the Class C Note
Principal Balance on such Payment Date will be paid to the Class C
Noteholders and (y) an amount equal to the sum of (A) Class C
Monthly Interest due and payable on such Payment Date or any prior Payment
Date, (B) any Class C Deficiency Amount for such Payment Date, and (C) the
amount of Class C Additional Interest, if any, for such Payment Date and
any Class C Additional Interest previously due but not paid to the Class C
Noteholders on any prior Payment Date will be paid to the Class C
Noteholders and (iv) on a pari passu basis, (A) any amounts owed to
the Counterparty under the Class A Swap will be paid to the Class A
Counterparty, (B) any amounts owed to the Class  B Counterparty under
the Class B Swap will be paid to the Class B Counterparty and (C) any
amounts owed to the Class C Counterparty under the Class C Swap will
be paid to the Class C Counterparty and (v) any excess shall be
released to the Issuer.


 


36

















 


SECTION 7.2.  Series Termination.


 


On the Series Maturity Date, the unpaid principal
amount of the Series 2005-1 Notes shall be due and payable.


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


SECTION 8.1.  Ratification of Indenture; Amendments.  As supplemented by this Indenture Supplement,
the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as
one and the same instrument.  This
Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 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 2005-1 Noteholders shall be the only
Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of Delivery of the Series 2005-1
Notes.  The Class A Notes, the Class B
Notes and the Class C Notes shall be Book-Entry Notes and shall be
delivered as provided in Sections 2.1
and 2.2 of the Indenture.


 


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


 


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


 


(b)                                 EACH PARTY
HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
THE BOROUGH OF 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 


 


37

















 


JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY
WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
SUCH COURT.  EACH PARTY HERETO HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 11.4
OF THE INDENTURE AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN
THE UNITED STATES MAIL, PROPER POSTAGE PREPAID. 
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO
TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


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


 


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:


 


38

















 


Fitch Ratings

One State Street Plaza

New York, NY 10004 

Facsimile: (212)-514-9879


 


Moody’s Rating Service

99 Church Street

New York, NY 10007 

Facsimile:  (212) 553-3856


 


Standard & Poor’s

Structured Finance Surveillance

55 Water Street

New York, NY 10041

Attention:  ABS Surveillance Group

Facsimile: (212) 438-2648-0003


 


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 2005-1 Regular Interests
shall mature on or before December 1, 2020.


 


(b)                                 Series 2005-1
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 2005-1
Regular Interests”).  The Series 2005-1
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 2005-1 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 2005-1
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 2005-1
Regular Interests and Interest with respect to each class is not paid in
full).  The principal amount of each Series 2005-1
Regular Interest shall equal the respective amount of the Class A Note 


 


39

















 


Principal
Balance, Class B Note Principal Balance or Class C Note Principal
Balance, as applicable, with respect to the Related Interest for such Series 2005-1
Regular Interest.


 


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


 


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


 


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


 


40

















 


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

  
				



 


 


Amended and
Restated Indenture


Supplement (Series
2005-1)


 


S-1
















 


EXHIBIT A-1


FORM OF CLASS A SERIES 2005-1 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”)) OR (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED



 


1

















 


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


 


2

















 


	
  REGISTERED

  No. R-

  	
  $

  CUSIP NO.

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2005-1


 


CLASS A SERIES 2005-1 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 2005-1


 


CLASS A SERIES 2005-1 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 2005-1 (the “Series 2005-1
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 30, 2005 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


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 2005-1 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 B NOTE, BY ACCEPTANCE OF
THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS B NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE,
AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX
IMPOSED ON, OR MEASURED BY, INCOME.


 


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



 


1

















 


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


 


2

















 


	
  REGISTERED

  No. R-

  	
  $

  CUSIP NO.

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2005-1


 


CLASS B SERIES 2005-1 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 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 the actual number of days elapsed.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


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


 


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 2005-1


 


CLASS B SERIES 2005-1 FLOATING RATE ASSET
BACKED NOTE


 


Summary of Terms and Conditions


 


This Class B Note is one of a duly authorized
issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note
Trust, Series 2005-1 (the “Series 2005-1
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 30, 2005 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


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 2005-1 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”)) OR (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED



 


1

















 


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


 


2

















 


	
  REGISTERED

  	
  $

  
	
  No. R-

  	
  CUSIP NO.

  	
   

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2005-1


 


CLASS C SERIES 2005-1 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 2005-1


 


CLASS C SERIES 2005-1 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 2005-1 (the “Series 2005-1
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 30, 2005 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


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 NOTEHOLDERS’ STATEMENT


 


Monthly Noteholder’s Statement


GE Capital Credit Card
Master Note Trust


 


Series 2005 — 1


Class A LIBOR +
0.04%Notes


Class B LIBOR + 0.17%
Notes


Class C LIBOR + 0.34%
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 2005-1 Indenture Supplement (the “Indenture
Supplement”), dated as of March 30, 2005, 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 2005-1
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 16, 2005, and with respect to the
performance of the Trust during the Monthly Period ended May 21, 2005 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:


 


Monthly Period Beginning:


Monthly Period Ending:


Previous Payment Date:


Payment Date:


Days in Monthly Period:


Days in Interest Period:


LIBOR Reset Date


LIBOR Rate


 


I.                                         TRUST RECEIVABLES INFORMATION


 


	
  (a)

  	
  Number
  of Obligors (Total Securitized)

  
	
   

  	
   

  
	
  (b)

  	
  Average
  Obligor Balance (Total Securitized)

  
	
   

  	
   

  
	
  (c)

  	
  BOP
  Principal Receivables

  
	
   

  	
   

  
	
  (d)

  	
  BOP
  Finance Charge Receivables

  
	
   

  	
   

  
	
  (e)

  	
  BOP
  Total Receivables

  
	
   

  	
   

  
	
  (f)

  	
  Increase
  in Principal Receivables from Additional Accounts

  
	
   

  	
   

  
	
  (g)

  	
  Increase
  in Principal Activity on Existing Securitized Accounts

  
	
   

  	
   

  
	
  (h)

  	
  Increase
  in Finance Charge Receivables from Additional Accounts

  



 


1

















 


	
  (i)

  	
  Increase
  in Finance Charge Activity on Existing Securitized Accounts

  
	
   

  	
   

  
	
  (j)

  	
  Increase
  in Total Receivables

  
	
   

  	
   

  
	
  (k)

  	
  Decrease
  in Principal Receivables due to Account Removal

  
	
   

  	
   

  
	
  (l)

  	
  Decrease
  in Principal Activity on Existing Securitized Accounts

  
	
   

  	
   

  
	
  (m)

  	
  Decrease
  in Finance Charge Receivables due to Account Removal

  
	
   

  	
   

  
	
  (n)

  	
  Decrease
  in Finance Charge Activity on Existing Securitized Accounts

  
	
   

  	
   

  
	
  (o)

  	
  Decrease
  in Total Receivables

  
	
   

  	
   

  
	
  (p)

  	
  EOP
  Aggregate Principal Receivables

  
	
   

  	
   

  
	
  (q)

  	
  EOP
  Finance Charge Receivables

  
	
   

  	
   

  
	
  (r)

  	
  EOP
  Total Receivables

  
	
   

  	
   

  
	
  (s)

  	
  Excess
  Funding Account Balance

  
	
   

  	
   

  
	
  (t)

  	
  Required
  Principal Balance

  
	
   

  	
   

  
	
  (u)

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

  
	
   

  	
   

  
	
  (v)

  	
  Free
  Equity Amount (Note Trust Principal Balance - EOP Collateral Amount)

  



 


II.                                     INVESTOR INFORMATION (TRUST
LEVEL)


 


	
  (a)

  	
  Note
  Principal Balance (Sum of all Series)

  
	
   

  	
   

  
	
  (b)

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  
	
  (c)

  	
  Increase
  in Note Principal Balance due to New Issuance

  
	
   

  	
   

  
	
  (d)

  	
  Decrease
  in Note Principal Balance due to Principal Paid

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  End
  of Interest Period

  
	
   

  	
   

  
	
  (e)

  	
  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/Decrease
  in Unreimbursed Investor Charge-Off

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  Increase/Decrease
  in Unreimbursed Reallocated Principal Collections

  
	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  End
  of Interest Period

  
	
   

  	
   

  
	
  (f)

  	
  Collateral
  Amount (Sum of all Series)

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  End
  of Prior Monthly Period

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Increase/Decrease
  in Unreimbursed Investor Charge-Off

  



 


2

















 


	
   

  	
  (iv)

  	
  Increase/Decrease
  in Unreimbursed Reallocated Principal Collections

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  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 / 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 F/C 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

  	
   

  	
   

  	
   

  	
   

  



 


IV.                                 SERIES PERFORMANCE DATA


 


	
  (a)

  	
  Portfolio Yield

  



 


3

















 


	
   

  	
  (i)

  	
  Current

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Base
  Rate

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Current

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Two
  Months Prior Monthly Period

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Excess
  Spread Percentage

  
	
   

  	
   

  	
   

  
	
   

  	
  (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.

  



 


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

  



 


4

















 


	
  (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)

  	
  Principal
  Accumulation Account Balance

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Beginning
  of Interest Period

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Controlled
  Deposit Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Withdrawal
  for Principal Payment

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  End
  of Interest Period

  
	
   

  	
   

  	
   

  
	
  (k)

  	
  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
  Payments

  
	
   

  	
   

  	
   

  
	
   

  	
  (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

  
	
   

  	
   

  	
   

  
	
  (l)

  	
  Required
  Excess Collateral Amount

  



 


5

















 


VII.                           INVESTOR CHARGE-OFFS AND
REALLOCATED PRINCIPAL COLLECTIONS

(SECTION REFERENCES RELATED 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 (a. / d.)

  



 


IX.                                COLLECTIONS AND ALLOCATIONS TRUST
SERIES


 


	
  (a)

  	
  Finance
  Charge Collections

  
	
   

  	
   

  
	
  (b)

  	
  Recoveries

  
	
   

  	
   

  
	
  (c)

  	
  Principal
  Collections

  



 


6

















 


	
  (d)

  	
  Default
  Amount

  
	
   

  	
   

  
	
  (e)

  	
  Dilution

  
	
   

  	
   

  
	
  (f)

  	
  Investor
  Uncovered Dilution Amount

  
	
   

  	
   

  
	
  (g)

  	
  Available
  Finance Charge Collections

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  Investor
  Finance Charge Collections

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Excess
  Finance Charge Collections allocable to Series 2005 - 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 (c.Series + h.)

  
	
   

  	
   

  
	
  (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
  Net Swap Payments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f.

  	
  Class A
  Net Swap Payments not paid on a prior Payment Date

  



 


7

















 


	
   

  	
  (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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e.

  	
  Class B
  Net Swap Payments

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  f.

  	
  Class B
  Net Swap Payments not paid on a prior Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  To
  be treated as Available Principal Collections

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Aggregate
  Investor Default Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Aggregate
  Investor Uncovered Dilution Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vi)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Investor
  Charge-offs

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Reallocated
  Principal Collections

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  Excess
  of Required Reserve Account Amount Over Available Reserve Account Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (viii)

  	
  Amounts
  required to be deposited to the Spread Account

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ix)

  	
  On
  a pari passu basis:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Partial
  or early termination or other additional amount owed to Class A Swap
  Counterparty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Partial
  or early termination or other additional amount owed to Class B Swap
  Counterparty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  Partial
  or early termination or other additional amount owed to Class C Swap
  Counterparty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (x)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (xi)

  	
  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

  



 


8

















 


	
   

  	
   

  	
   

  	
  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

  
	
   

  	
   

  
	
  (b)

  	
  Finance
  Charge Shortfall for Series 2005 - 1

  
	
   

  	
   

  
	
  (c)

  	
  Finance
  Charge Shortfall for all Series in Group One

  
	
   

  	
   

  
	
  (d)

  	
  Excess
  Finance Charges Collections Allocated to Series 2005 - 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:
  During an Early Amortization Period, the amount of Available Finance Charge
  Collections used to pay principal on the Notes pursuant to Section
  4.4(a)(xix)

  
	
   

  	
   

  
	
  (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)

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (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 2005 - 1)

  



 


9

















 


	
   

  	
  (vii)

  	
  Series Principal
  Shortfall

  
	
   

  	
   

  	
   

  
	
   

  	
  (viii)

  	
  Shared
  Principal Collections allocated to this Series from other Series

  



 


XIII.                        SERIES 2005 - 1 ACCUMULATION


 


	
  (a)

  	
  Controlled
  Accumulation Period Length in months (scheduled)

  
	
   

  	
   

  
	
  (b)

  	
  Controlled
  Accumulation Amount

  
	
   

  	
   

  
	
  (c)

  	
  Controlled
  Deposit Amount

  
	
   

  	
   

  
	
  (d)

  	
  Accumulation
  Shortfall

  



 


XIV.                        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

  
	
   

  	
   

  
	
  (i)

  	
  Withdrawal
  pursuant to 4.11 (f) - Spread Account Surplus Amount

  
	
   

  	
   

  
	
  (j)

  	
  Ending
  Available Spread Account Amount

  



 


XV.                            SERIES EARLY AMORTIZATION EVENTS


 


	
  (a)

  	
  Failure
  to convey Transferred Receivables in the event:

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  The
  Free Equity Amount is less than the Minimum Free Equity Amount; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  The
  Note Trust Principal Balance is less than the Required Principal Balance

  
	
   

  	
   

  
	
  (b)

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

  
	
   

  	
   

  
	
  (c)

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

  



 


10

















 


IN WITNESS WHEREOF, the undersigned has duly executed
this Monthly Noteholder’s Statement as of the 14th day of May 2005.


 


	
   

  	
  GE
  MONEY BANK, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


11

















 


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, Class B 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 2005-1 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 


 


1

















 


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.


 


2

















 


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 2005-1 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