Exhibit 4.8


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


Series 20[  ]-[ ] INDENTURE SUPPLEMENT


 


Dated as of [          ], 20[  ]


 

















 


TABLE OF CONTENTS


 


	
    

   	
    

   	
   Page

   
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.2.

  	
  Incorporation of Terms

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CREATION OF THE SERIES 20[ ]-[ ] NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.2.

  	
  Transfer Restrictions

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations, Warranties and Covenants with respect to Receivables

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
  [Representations, Warranties and Covenants with respect to Net Swap
  Receipts]

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
  Representations, Warranties and Covenants with respect to ERISA

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RIGHTS OF SERIES 20[ ]-[ ] NOTEHOLDERS AND ALLOCATION AND APPLICATION
  OF COLLECTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination of Interest and Principal

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
  Establishment of Accounts

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
  Calculations and Series Allocations

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 4.4.

  	
  Application of Available Finance Charge Collections and Available
  Principal Collections

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.5.

  	
  Distributions

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.6.

  	
  Investor Charge-Offs

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.7.

  	
  Reallocated Principal Collections

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.8.

  	
  Excess Finance Charge Collections

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.9.

  	
  Shared Principal Collections

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  Reserve Account

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
  Spread Account

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
  Investment of Accounts

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
  Controlled Accumulation Period

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.14.

  	
  [Determination of LIBOR]

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.15.

  	
  [Swaps]

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.16.

  	
  Deposit of Collections

  	
  32

  



 


i

















 


TABLE OF
CONTENTS


(continued)


 


	
    

   	
    

   	
   Page

   
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DELIVERY OF SERIES 20[ ]-[ ] NOTES; REPORTS TO SERIES 20[ ]-[ ]
  NOTEHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery and Payment for the Series 20[ ]-[ ] Notes

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Reports and Statements to Series 20[ ]-[ ] Noteholders

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  SERIES 20[ ]-[ ] EARLY AMORTIZATION EVENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 20[ ]-[ ] Early Amortization Events

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  REDEMPTION OF SERIES 20[ ]-[ ] NOTES; FINAL DISTRIBUTIONS; SERIES
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional Redemption of Series 20[ ]-[ ] Notes; Final
  Distributions

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.2.

  	
  Series Termination

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification of Indenture; Amendments

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
  Form of Delivery of the Series 20[ ]-[ ] 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

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.8.

  	
  Compliance with Applicable Anti-Terrorism and Anti-Money Laundering
  Regulations

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.9.

  	
  Notes to be Treated as Debt for Tax

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 8.10.

  	
  Deemed Consent

  	
  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 NOTEHOLDER’S 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]

  	
   

  
					



 


ii

















 


 


TABLE OF
CONTENTS


(continued)


 


	
    

   	
    

   	
   Page

   
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

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

  	
   

  
	
  [SCHEDULE II]

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

  	
   

  



 


iii

















 


SERIES 20[  ]-[ ] INDENTURE
SUPPLEMENT, dated as of [          ],
20[  ] (the “Indenture Supplement”),
between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, a New York banking corporation, not in its individual
capacity, but solely as indenture trustee (herein, together with its successors
in the trusts thereunder as provided in the Master Indenture referred to below,
the “Indenture Trustee”) under the Master Indenture, dated as of September 25,
2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as
amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9,
2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank
Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc.,
and the Indenture Trustee, as further amended by the Second Amendment to Master
Indenture, dated as of June 17, 2004 between the Issuer and the Indenture
Trustee, as further amended by the Third Amendment to Master Indenture, dated
as of August 31, 2006 between the Issuer and the Indenture Trustee, as
further amended by the Fourth Amendment to Master Indenture, dated as of June 28,
2007 between the Issuer and the Indenture Trustee, as further amended by the
Fifth Amendment to Master Indenture, dated as of May 22, 2008, between the
Issuer and the Indenture Trustee, and as further amended by the Sixth Amendment
to Master Indenture, dated as of August 7, 2009, between the Issuer and
the Indenture Trustee (the Indenture, together with this Indenture Supplement,
the “Agreement”).


 


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


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Definitions.


 


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


 


(b)           Each
capitalized term defined herein relates only to Series 20[  ]-[ ] 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 on and after the date on which the
Principal Accumulation Account Balance equals the Note Principal Balance, the
numerator shall equal zero; and


 


(b)  the
denominator of which shall be the greater of (x) the Aggregate Principal
Receivables determined as of the close of business on the last day of the prior
Monthly Period (or, in the case of the first Monthly Period, on the Closing
Date) and (y) the sum of the numerators used to calculate the allocation
percentages for allocations with respect to Finance Charge Collections,
Principal Collections or Default Amounts, as applicable, for all outstanding Series on
such date of determination; provided
that if one or more Reset Dates occur in a Monthly Period, the denominator
determined pursuant to clause (x) of this clause (b) shall be (A) the
Aggregate Principal Receivables as of the close of business on the last day of
the prior Monthly Period for the period from and including the first day of the
current Monthly Period, to but excluding such Reset Date and (B) the
Aggregate Principal Receivables as of the close of business on such Reset Date,
for the period from and including such Reset Date to the earlier of the last
day of such Monthly Period (in which case such period shall include such day)
or the next succeeding Reset Date (in which case such period shall not include
such succeeding Reset Date); and provided, further, that
notwithstanding the preceding proviso, if a Reset Date occurs during any
Monthly Period and the Issuer is permitted to make a single monthly deposit to
the Collection Account pursuant to Section 8.4 of the Indenture for
such Monthly Period, then the denominator determined pursuant to clause (x) of
this clause (b) for each day during such Monthly Period shall equal the
Average Principal Balance for such Monthly Period.


 


“Available Finance Charge Collections” means, for any Monthly
Period, an amount equal to the sum of (a) the Investor Finance Charge
Collections for such Monthly Period, (b) the Series 


 


2

















 


20[  ]-[ ] 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),
and (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 20[  ]-[ ] 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.


 


“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
([c] [d]) the 


 


3

















 


Noteholder Servicing Fee, each with respect to the related Payment
Date, and the denominator of which is the Collateral Amount plus amounts on
deposit in the Principal Accumulation Account, each as of the close of business
on the last day of such Monthly Period.


 


“Benefit Plan” means (i) an “employee benefit plan” as
defined in Section 3(3) of ERISA, that is subject to Title I of
ERISA, (ii) a “plan” as defined in Section 4975 of the Code that is
subject to Section 4975 of the Code, (iii) an entity whose underlying
assets include plan assets by reason of investment by an employee benefit plan
or plans in such entity, or (iv) a governmental plan, church plan or
non-U.S. plan that is subject to any Similar Law.


 


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


 


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


 


[“Class A Counterparty” means
[                      ]
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 $[          ].


 


“Class A Note Interest Rate” means a per annum rate of
[     ]% [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.


 


4

















 


“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 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
[      ]% per annum.]


 


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


 


[“Class B Counterparty” means
[          ] .or the
counterparty under any interest rate swap with respect to the Class B
Notes obtained pursuant to Section 4.15.]


 


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


 


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


 


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


 


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


 


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


 


“Class B Note Initial Principal Balance” means $[           ].


 


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


 


5














 


“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 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 [      ]% per annum.]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class C Note Initial Principal Balance” means $[           ].


 


6

















 


“Class C Note Interest Rate” means a per annum rate of
[     ]% [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 Required Amount” means, for 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
[      ]% per annum.]


 


“Closing Date” means [         
], 20[  ].


 


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


 


“Collateral Amount” means, as of any date of determination, an
amount equal to the excess of (a) the Initial Collateral Amount, over
(b) the sum of (i) the amount of principal previously paid to the Series 20[  ]-[ ] Noteholders (other than any principal
payments made from funds on deposit in the Spread Account), (ii) reductions
in the Excess Collateral Amount due to reductions in the Required Excess
Collateral Amount, (iii) the Principal Accumulation Account Balance, and (iv) the
excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated
Principal Collections over the reimbursements of such amounts pursuant
to Section 4.4(a)(vii) prior to such date.


 


“Controlled Accumulation Amount” means, for any Payment Date
with respect to the Controlled Accumulation Period, $[          ]; provided, however,
that if the Controlled Accumulation Period Length is determined to be less than
or more than [     ] months pursuant to Section 4.13,
the Controlled Accumulation Amount for each Payment Date with respect to the
Controlled Accumulation Period will be equal to (i) the initial Note
Principal Balance divided by (ii) the Controlled Accumulation
Period Length; provided, further, that the Controlled
Accumulation Amount for any Payment Date shall not exceed the Note Principal
Balance minus any amount already on deposit in the Principal Accumulation
Account on such 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 [          ],
20[  ] or 


 


7

















 


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)           product of (i) the
[Class A Net Interest Obligation] [Class A Monthly Interest] and (ii) a
fraction (A) the numerator of which is equal to the lesser of the
Principal Accumulation Account Balance and the Class A Note Principal
Balance, each as of the last day of the calendar month preceding such Transfer
Date, and (B) the denominator of which is equal to the Class A Note
Principal Balance as of the last day of the calendar month preceding such
Transfer Date;


 


(b)           product of (i) the
[Class B Net Interest Obligation] [Class B Monthly Interest] and (ii) a
fraction (A) the numerator of which is equal to the lesser of (x) the
excess of the Principal Accumulation Account Balance over the Class A Note
Principal Balance as of the last day of the calendar month preceding such Transfer
Date and (y) the Class B Note Principal Balance, as of the last day
of the calendar month preceding such Transfer Date, and (B) the
denominator of which is equal to the Class B Note Principal Balance as of
the last day of the calendar month preceding such Transfer Date; and


 


(c)           product of (i) the
[Class C Net Interest Obligation] [Class C Monthly Interest] and (ii) a
fraction (A) the numerator of which is equal to the lesser of (x) the
excess of the Principal Accumulation Account Balance over the sum of the Class A
Note Principal Balance and the Class B Note Principal Balance, each as of
the last day of the calendar month preceding such Transfer Date and (y) the
Class C Note Principal Balance, as of the last day of the calendar month
preceding such Transfer Date, and (B) the denominator of which is equal to
the Class C Note Principal Balance as of the last day of the calendar
month preceding such Transfer Date.


 


“Default Amount” means, as to any Defaulted Account, the amount
of Principal Receivables (other than Ineligible Receivables, unless there is an
Insolvency Event with respect to the 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.


 


8

















 


[“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 [    ] months.]


 


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


 


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


 


“Early Amortization Period” means the period commencing on the
date on which a Trust Early Amortization Event or a Series 20[  ]-[ ] Early Amortization Event is deemed to occur
and ending on the Final Payment Date.


 


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


 


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


 


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


 


“Expected Principal Payment Date” means the [          ] 20[ 
] Payment Date.


 


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


 


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


 


“Finance Charge Shortfall” is defined in Section 4.8.


 


“Group One” means Series 20[  ]-[ ] 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.


 


9

















 


“Initial Collateral Amount” means $[          ], 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 $[          ].


 


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


 


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


 


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


 


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


 


“Investor Finance Charge Collections” means, for any Monthly
Period, an amount equal to the aggregate amount of Finance Charge Collections
retained or deposited in the Finance Charge Account for Series 20[  ]-[ ] 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 20[  ]-[ ] 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) [          ], 20[  ] for the period from and including the
Closing Date through and including [         
], 20[  ] and (ii) the second
London Business Day prior to the commencement of the second and each subsequent
Interest Period.]


 


10

















 


[“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 20[  ]-[ ], [ ].


 


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


 


“Monthly Period” means, as to the [     ] 20[ 
] Payment Date, the period beginning on the Closing Date and ending on
[          ], 20[  ], 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) [ ]% of the Initial Collateral Amount 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) [ ]% of the Initial Collateral Amount 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) [ ]% of the Initial Collateral Amount 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.]


 


11

















 


[“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.


 


“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.


 


“Payment Date” means [         
], 20[  ] 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 [     ] 20[  ] Payment Date, the Excess Spread Percentage
for the Monthly Period relating to such Payment Date, (b) with respect to
the [     ] 20[  ] 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 [     ] 20[  ] Payment Date and (ii) the Excess
Spread Percentage for the Monthly Period relating to the [     ] 20[ 
] Payment Date and the denominator of which is two, and (c) with
respect to the [     ] 20[  ] 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 [                                  ].


 


“Rating Agency Condition” means, with respect to Series 20[  ]-[ ] and any action, (i) that [     ] shall have notified the Issuer in writing
that such action will not result in a reduction or withdrawal of the rating, if
any, of any outstanding Class with respect to which [     ] is a Rating Agency or (ii) with
respect to any outstanding Class with respect to which [     ] is a Rating Agency, 10 days’ prior
written notice (or, if 10 days’ advance notice is impracticable, as much
advance notice as is practicable) to [    
] delivered electronically to [    
].


 


“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.


 


“Reassignment Amount” means, with respect to Series 20[  ]-[ ], the Redemption Amount.


 


“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 20[  ]-[ ] Noteholders and (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 20[  ]-[ ] 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.


 


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


 


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


 


(a)           except
as provided in clause (c), the Required Excess Collateral Amount shall
never be less than [ ]% 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


 


13

















 


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


 


“Required Reserve Account Amount” means, for any Transfer Date
on or after the Reserve Account Funding Date, an amount equal to (a) [ ]%
of the Note Principal Balance 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 20[  ]-[ ].


 


“Required Spread Account Amount” means, for the [     ] 20[ 
] Payment Date, zero, and for any Payment Date thereafter, 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 20[  ]-[ ] Notes, the Required Spread Account
Amount will never exceed the Class C Note Principal Balance (after taking
into account any payments to be made on such Payment Date).


 


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


 


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


 


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


 


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


 


“Reset Date” means:


 


(a)           each
Addition Date;


 


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


 


14

















 


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


 


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


 


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


 


“Series Accounts” means, collectively, the Finance Charge
Account, the Principal Account, the Principal Accumulation Account, the
Distribution Account, the Reserve Account and the Spread Account.


 


“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 20[  ]-[ ], the [          ] Payment Date.


 


“Series Servicing Fee Percentage” means [ ]% per annum.


 


“Series 20[  ]-[ ]” means
the Series of Notes the terms of which are specified in this Indenture
Supplement.


 


“Series 20[  ]-[ ] Early
Amortization Event” is defined in Section 6.1.


 


“Series 20[  ]-[ ] Excess
Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series 20[  ]-[ ] pursuant to Section 8.6 of
the Indenture.


 


“Series 20[  ]-[ ] Note”
means a Class A Note, a Class B Note or a Class C Note.


 


“Series 20[  ]-[ ]
Noteholder” means a Class A Noteholder, a Class B Noteholder or a
Class C Noteholder.


 


“Similar Law” means any applicable law that is substantially
similar to the fiduciary responsibility provisions of ERISA or Section 4975
of the Code.


 


15














 


“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) [ ]% if the
Quarterly Excess Spread Percentage on such Payment Date is greater than or
equal to [ ]%, (ii) [ ]% if the Quarterly Excess Spread Percentage on such
Payment Date is less than [ ]% and greater than or equal to [ ]%, (iii) [
]% if the Quarterly Excess Spread Percentage on such Payment Date is less than
[ ]% and greater than or equal [ ]%, (iv) [ ]% if the Quarterly Excess
Spread Percentage on such Payment Date is less than [ ]% and greater than or
equal to [ ]%, (v) [ ]% if the Quarterly Excess Spread Percentage on such
Payment Date is less than [ ]% and greater than or equal to [ ]%, (vi) [
]% if the Quarterly Excess Spread Percentage on such Payment Date is less than
[ ]% and greater than or equal to [ ]%, (vii) [ ]% if the Quarterly Excess
Spread Percentage on such Payment Date is less than [ ]% and greater than or
equal to [ ]%, (viii) [ ]% if the Quarterly Excess Spread Percentage on
such Payment Date is less than [ ]% and greater than or equal to [ ]% and (ix) [
]% if the Quarterly Excess Spread Percentage on such Payment Date is less than
[ ]%.


 


“Surplus Collateral Amount” means, with respect to any Payment
Date, the excess, if any, of the Excess Collateral Amount over the Required Excess
Collateral Amount, in each case calculated after giving effect to any deposits
into the Principal Accumulation Account and payments of principal on such
Payment Date, but before giving effect to any reduction in the Collateral
Amount on such Payment Date pursuant to Section 4.4(c)(iii).


 


“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 20[  ]-[ ].


 


ARTICLE II

CREATION OF THE SERIES 20[  ]-[ ] 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 20[ 
]-[ ]” or the “Series 20[ 
]-[ ] Notes.”  The Series 20[  ]-[ ] Notes shall be issued in three Classes,
known as the “Class A Series 20[ 
]-[ ] [     %] [Floating Rate]
Asset Backed Notes,”  the “Class B
Series 20[  ]-[ ] [     %] [Floating Rate] Asset Backed Notes”
and the “Class C Series 20[ 
]-[ ] [     %] [Floating Rate]
Asset Backed Notes.”


 


16

















 


(b)           Series 20[  ]-[ ] shall be included in Group One and
shall be a Principal Sharing Series.  Series 20[  ]-[ ] shall be an Excess Allocation Series with
respect to Group One only.  Series 20[  ]-[ ] shall not be subordinated to any other
Series.


 


(c)           The
Series 20[  ]-[ ] Notes shall be
issued in minimum denominations of $[              ]
and in integral multiples of $[          ].


 


SECTION 2.2.  Transfer Restrictions.  Each Class A Note, Class B Note and
Class C Note will bear a legend to the effect of the following unless
determined otherwise by the Administrator (as certified to the Indenture
Trustee in an Officer’s Certificate) consistent with applicable law:


 


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”)) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN
ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SECTION 3.1.  Representations, Warranties and Covenants
with respect to Receivables.   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 Net Swap Receipts]. 
[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.]


 


17

















 


SECTION 3.3.  Representations, Warranties and Covenants
with respect to ERISA.  By acquiring
a Series 20[  ]-[ ] Note, each
purchaser and transferee shall be deemed to represent and warrant that either (i) it
is not (and for so long as it holds such Series 20[  ]-[ ] Note will not be), is not acting on
behalf of (and for so long as it holds such Series 20[  ]-[ ] Note will not be acting on behalf of),
and is not investing the assets of a Benefit Plan or (ii) its acquisition,
continued holding and disposition of such Series 20[  ]-[ ] Note will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code or a
violation of any Similar Law.


 


ARTICLE IV

RIGHTS OF SERIES 20[  ]-[ ] 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] [30] and the
denominator of which is 360, (ii) the Class A Note Interest Rate in
effect with respect to the related Interest Period and (iii) the Class A
Note Principal Balance as of the close of business on the last day of the
preceding Monthly Period (or, with respect to the initial Payment Date, the Class A
Note Initial Principal Balance); provided that the Class A Monthly
Interest for the [     ] 20[  ] Payment Date shall equal $[          ].


 


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


 


(b)           The
amount of monthly interest (“Class B Monthly Interest”) due and
payable with respect to the Class B Notes on any Payment Date shall be an
amount equal to the product of (i) a fraction, the numerator of which is
[the actual number of days in the related Interest Period] [30] and the
denominator of which is 360, (ii) the Class B Note Interest Rate and (iii) the
Class B Note Principal Balance as of the close of business on the last day
of the preceding Monthly Period (or, with respect to the initial Payment Date,
the Class B Note Initial Principal Balance); provided that the Class B
Monthly Interest for the [     ] 20[  ] Payment Date shall equal $[          ].


 


18

















 


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] [30] and the denominator of which is 360, (ii) the
Class B Note Interest Rate 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] [30] and the
denominator of which is 360, (ii) the Class C Interest Rate and (iii) the
Class C Note Principal Balance as of the close of business on the last day
of the preceding Monthly Period (or, with respect to the initial Payment Date,
the Class C Note Initial Principal Balance); provided that the Class C
Monthly Interest for the [     ] 20[  ] 
Payment Date shall equal $[         
].


 


(d)           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] [30] and the denominator of which is 360, (ii) the Class C
Note Interest Rate 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.


 


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


 


19

















 


Payment Date, and (iv) the Note Principal Balance, minus any
amount already on deposit in the Principal Accumulation Account on such Payment
Date.


 


SECTION 4.2.  Establishment of Accounts.


 


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


 


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


 


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


 


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


 


SECTION 4.3.  Calculations and Series Allocations.


 


(a)           Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 20[  ]-[ ] 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 


 


20

















 


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 20[  ]-[ ] pursuant to Section 8.5 of
the Indenture)).


 


(b)           Allocations
to the Series 20[  ]-[ ] Noteholders.  The Issuer shall on each Date of Processing,
allocate to the Series 20[  ]-[ ]
Noteholders the following amounts as set forth below:


 


(i)            Allocations of Finance Charge
Collections.  The Issuer shall
allocate to the Series 20[  ]-[ ]
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 4.15, 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] [Monthly Interest] 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, that
if on any Transfer Date the Free Equity Amount is less than the Minimum Free
Equity Amount after giving effect to all transfers and deposits on that
Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to
deposit into the Principal Account funds in an amount equal to the amounts of
Available Finance Charge Collections that are required to be treated as
Available Principal Collections pursuant to Section 4.4(a)(vi) and
(vii) but are not available from funds in the Finance Charge
Account as a result of the operation of the second preceding proviso.


 


With respect to any Monthly Period when deposits of Collections of
Finance Charge Receivables into the Finance Charge Account are limited to
deposits up to the Target Amount in 


 


21

















 


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 20[  ]-[ ]
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 20[ 
]-[ ] 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 20[  ]-[ ] Noteholders pursuant to this Section 4.3(b)(ii) are
paid to Transferor, the Issuer shall cause Transferor to make an amount equal
to the Reallocated Principal Collections for the related Transfer Date
available on that Transfer Date for application in accordance with Section 
4.7.


 


(y)           Allocations
During the Controlled Accumulation Period. 
During the Controlled Accumulation Period an amount equal to the product
of  the Allocation Percentage and the
aggregate amount of Principal Collections processed on such Date of Processing
(the product for any such date is hereinafter referred to as a “Percentage
Allocation”) shall be allocated to the Series 20[  ]-[ ] 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 


 


22

















 


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 20[  ]-[ ]
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 20[  ]-[ ] pursuant to Section 8.4(d) of
the Indenture: (A) the payment to the Indenture Trustee of the accrued and
unpaid fees and other amounts owed to the Indenture Trustee up to a maximum
amount of $25,000 for each calendar year, (B) the payment to the Trustee
of the accrued and unpaid fees and other amounts owed to the Trustee up to a
maximum amount of $25,000 for each calendar year and (C) the payment to
the Administrator of the accrued and unpaid fees and other amounts owed to the
Administrator up to a maximum amount of $25,000 for each calendar year;


 


23

















 


(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 by 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;


 


(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 


 


24

















 


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 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 20[  ]-[ ] 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 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 20[ 
]-[ ] 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


 


25














 


payment in full of the Monthly Principal and
amounts owed to such Persons listed in clause (i) above shall be
paid to the Issuer.


 


(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 the Class C Noteholders until the Class C Note
Principal Balance has been paid in full.


 


(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 


 


26

















 


Balance is paid in full; and third to the Class C
Noteholders until the Class C Note Principal Balance is paid in full.


 


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 20[  ]-[ ] Noteholder
(at such Noteholder’s address as it appears in the Note Register), except that
for any Series 20[  ]-[ ] 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 20[  ]-[ ] Note or the making of any notation
thereon.


 


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


 


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


 


SECTION 4.8.  Excess Finance Charge Collections.  Series 20[  ]-[ ] 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 


 


27

















 


for any Transfer Date will be allocated to Series 20[  ]-[ ] in an amount equal to the product of (x) the
aggregate amount of Excess Finance Charge Collections with respect to all the
Excess Allocation Series in Group One for such Payment Date and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series 20[  ]-[ ] 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 20[  ]-[ ] 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).


 


SECTION 4.9.  Shared Principal Collections.  Subject to Section 8.5 of the
Indenture, Shared Principal Collections allocable to Series 20[  ]-[ ] 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 20[  ]-[ ] 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 20[  ]-[ ] 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.


 


SECTION 4.10.  Reserve Account.


 


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


 


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


 


28

















 


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


 


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


 


(e)           Upon
the earliest to occur of (i) the termination of the Trust pursuant to Article VIII
of the Trust Agreement, (ii) the first Transfer Date relating to the Early
Amortization Period and (iii) the Expected Principal Payment Date, the
Issuer, after the prior payment of all amounts owing to the Series 20[  ]-[ ] Noteholders that are payable from the
Reserve Account as provided herein, shall withdraw from the Reserve Account all
amounts, if any, on deposit in the Reserve Account and distribute any such
amounts to the holders of the Transferor Interest.  The Reserve Account shall thereafter be
deemed to have terminated for purposes of this Indenture Supplement.


 


SECTION 4.11.  Spread Account.


 


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


 


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


 


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


 


(d)           On
any day following the occurrence of an Event of Default with respect to Series 20[  ]-[ ] that has resulted in the acceleration
of the Series 20[  ]-[ ] 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 20[  ]-[ ] Notes in the following 


 


29

















 


order of priority until all amounts owed to such Noteholders have been
paid in full: (i) the Class C Noteholders, (ii) the Class A
Noteholders and (iii) the Class B Noteholders.


 


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


 


(f)            If,
after giving effect to all deposits to and withdrawals from the Spread Account
with respect to any Payment Date, the amount on deposit in the Spread Account
exceeds the Required Spread Account Amount, the Issuer shall withdraw an amount
equal to such excess 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 Account for application as Available Finance Charge
Collections in accordance with Section 4.4.


 


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


 


(d)           On
each Transfer Date (but subject to Section 4.11(a)), the Investment
Earnings, if any, credited since the preceding Transfer Date on funds on
deposit in the Spread Account shall be retained in the Spread Account (to the
extent that the Available Spread Account Amount is less than the Required
Spread Account Amount) and the balance, if any, shall be paid to the holders of
the Transferor Interest.  For purposes of
determining the availability of funds or the balance in the Spread Account for
any reason under this Indenture Supplement (subject to Section 4.11(a)),
all Investment Earnings shall be deemed not to be available or on deposit; provided
that after the maturity of the Series 20[ 
]-[ ] 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 [          ], 20[  ]; 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 


 


30

















 


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 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.]


 


31

















 


(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 [(   )
      -        ]
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 [200  -  ]
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.]


 


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.


 


32

















 


ARTICLE V

DELIVERY OF SERIES 20[  ]-[ ] NOTES;

REPORTS TO SERIES 20[  ]-[ ] NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 20[  ]-[ ] Notes.


 


The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Series 20[  ]-[ ]
Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the Series 20[  ]-[ ] Notes to or upon the written order of
the Issuer when so authenticated.


 


SECTION 5.2.  Reports and Statements to Series 20[  ]-[ ] 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 20[  ]-[ ] 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 20[  ]-[ ]
Noteholder by a request in writing to the Issuer.


 


(c)           On
or before January 31 of each calendar year, beginning with January 31,
20[  ], the Issuer shall furnish or cause
to be furnished to each Person who at any time during the preceding calendar
year was a Series 20[  ]-[ ]
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 information required to complete a Form 1099-INT.


 


ARTICLE VI

SERIES 20[ 
]-[ ] EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 20[  ]-[ ] Early Amortization Events.  If any one of the following events shall
occur with respect to the Series 20[ 
]-[ ] Notes:


 


(a)           (i) 
failure on the part of Transferor to make any payment or deposit required to be
made by it by the terms of the Trust Receivables Purchase Agreement or the
Transfer Agreement on or before the date occurring five (5) Business Days
after the date such payment or deposit is required to be made therein or herein
or (ii) failure of the Transferor duly to observe or perform in any
material respect any other of its covenants or agreements set forth in the
Trust Receivables Purchase Agreement or the Transfer Agreement which failure
has a material adverse effect on the Series 20[  ]-[ ] 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 


 


33

















 


been given to the Transferor by the Indenture Trustee, or to the
Transferor and the Indenture Trustee by any Noteholder of the Series 20[  ]-[ ] 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 20[  ]-[ ]
Notes and as a result of which the interests of the Series 20[  ]-[ ] Noteholders are materially and
adversely affected for such period; provided, however, that a Series 20[  ]-[ ] 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)           (i) the
average of the Portfolio Yields for the two Monthly Periods immediately
preceding the [     ] 20[  ] Payment Date is less than the average of
the Base Rates for the same Monthly Periods, or (ii) beginning with the
three consecutive Monthly Periods immediately preceding the [     ] 20[ 
] Payment Date, the average of the Portfolio Yields for three
consecutive Monthly Periods is less than the average of the Base Rates for the
same Monthly Periods (for the avoidance of doubt, the Monthly Period preceding
the [     ] 20[  ] Payment Date shall be excluded for purposes
of calculating the three-month average Portfolio Yield and Base Rate under this
clause (e)(ii));


 


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


 


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


 


(h)           [the
Class A Swap shall terminate prior to the earlier of the payment in full
of the Class A Notes and the Series Maturity Date if the Issuer shall
fail to enter into a replacement Class A Swap or other interest rate
hedging arrangement in accordance with Section 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 


 


34

















 


replacement Class B Swap or other interest rate hedging
arrangement in accordance with Section 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 Section 4.15(b) within
five Business Days; or]


 


(i)            without
limiting the foregoing, the occurrence of an Event of Default with respect to Series 20[  ]-[ ] and acceleration of the maturity of the
Series 20[  ]-[ ] 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 20[  ]-[ ] Notes evidencing more than 50% of the
aggregate unpaid principal amount of Series 20[  ]-[ ] Notes by notice then given in writing
to the Issuer (and to the Indenture Trustee if given by the Series 20[  ]-[ ] Noteholders) may declare that a “Series Early
Amortization Event” with respect to Series 20[  ]-[ ] (a “Series 20[  ]-[ ] 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)] [or (g)] a Series 20[ 
]-[ ] Early Amortization Event shall occur without any notice or other
action on the part of the Indenture Trustee or the Series 20[  ]-[ ] Noteholders immediately upon the
occurrence of such event.


 


ARTICLE VII

REDEMPTION OF SERIES 20[  ]-[ ] NOTES; FINAL DISTRIBUTIONS; SERIES
TERMINATION


 


SECTION 7.1.  Optional Redemption of Series 20[  ]-[ ] Notes; Final Distributions.


 


(a)           On
any day occurring on or after the date on which the outstanding principal
balance of the Series 20[  ]-[ ]
Notes is reduced to 10% or less of the initial outstanding principal balance of
Series 20[  ]-[ ] 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 20[  ]-[ ] shall be reduced to zero and the Series 20[  ]-[ ] 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).


 


35














 


(c)           (i)  The amount to be paid by
the Transferor with respect to Series 20[ 
]-[ ] 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 20[  ]-[ ] 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 20[  ]-[ ], 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.


 


SECTION 7.2.  Series Termination.


 


On the Series Maturity Date, the unpaid principal amount of the Series 20[  ]-[ ] Notes shall be due and payable.


 


36

















 


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 20[  ]-[ ]
Noteholders shall be the only Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of Delivery of the Series 20[  ]-[ ] 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 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 


 


37

















 


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 10.4 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 addresses, it being understood that delivery of
any such notices via email to the below email addresses or such other email
addresses as may be provided by the Rating Agencies shall be sufficient for
purposes of this Indenture Supplement and the other Related Documents:


 


[Addresses]


 


38

















 


SECTION 8.8.  Compliance with Applicable Anti-Terrorism
and Anti-Money Laundering Regulations. 
In order to comply with laws, rules and regulations applicable to
banking institutions, including those relating to the funding of terrorist
activities and money laundering, the Indenture Trustee is required to obtain,
verify and record certain information relating to individuals and entities
which maintain a business relationship with the Indenture Trustee.  Accordingly, each of the parties hereto
agrees to provide to the Indenture Trustee upon its request from time to time
such  identifying information  and documentation as may be available for
such party in order to enable the Indenture Trustee to comply with applicable
law.


 


SECTION 8.9.  Notes to be Treated as Debt for Tax.  It is the intent of the parties hereto that,
for purposes of federal, state and local income and franchise tax and any other
tax measured in whole or in part by income, the Class A Notes, the Class B
Notes and the Class C Notes shall be treated as debt and a person
purchasing such Notes agrees to treat such Notes as debt for such purposes.


 


SECTION 8.10.  Deemed Consent.  The Series 20[  ]-[ ] Noteholders will be deemed to have
consented to any amendment to any Related Document that changes the definition
of “Rating Agency Condition” in such Related Document to match the definition
of “Rating Agency Condition” in this Indenture Supplement.


 


[SIGNATURE PAGE FOLLOWS]


 


39

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY 

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL TRUST 

  
	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


S-1

















 


EXHIBIT A-1


 


FORM OF CLASS A SERIES 20[  ]-[ ] [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 INSTITUTED 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”)) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE 


 


Exhibit A-1 (Page 1)

















 


PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


Exhibit A-1 (Page 2)

















 


	
  REGISTERED

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 20[  ]-[ ]


 


CLASS A SERIES 20[  ]-[ ] [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 [          ] 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 [          ] 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] [of twelve 30-day months]. 
Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


Exhibit A-1 (Page 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:
             ,
         


 


Exhibit A-1 (Page 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

  



 


Exhibit A-1 (Page 5)














 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 20[  ]-[ ]


 


CLASS A SERIES 20[  ]-[ ] [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 20[  ]-[ ] (the “Series 20[  ]-[ ] 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 [         
], 20[  ] (the “Indenture
Supplement”), and representing the right to receive certain payments from
the Issuer.  The term “Indenture,” unless
the context otherwise requires, refers to the Master Indenture as supplemented
by the Indenture Supplement.  The Notes
are subject to all of the terms of the Indenture.  All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.  In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-1 (Page 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.


 


Exhibit A-1 (Page 7)

















 


EXHIBIT A-2


 


FORM OF CLASS B SERIES 20[  ]-[ ] [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 INSTITUTED 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”)) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE


 


Exhibit A-2 (Page 1)

















 


PLAN ASSETS OF
A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN,
CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


Exhibit A-2 (Page 2)

















 


	
  REGISTERED

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 20[  ]-[ ]


 


CLASS B SERIES 20[  ]-[ ] [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                         ,
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 [          ] 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 [          ] 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] [of twelve 30-day
months].  Principal of this Note shall be
paid in the manner specified in the Indenture Supplement referred to on the
reverse hereof.


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 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:               ,
     


 


Exhibit A-2 (Page 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:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Exhibit A-2 (Page 5)

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 20[  ]-[ ]


 


CLASS B SERIES 20[  ]-[ ] [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 20[  ]-[ ] (the “Series 20[  ]-[ ] 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 [         
], 20[  ] (the “Indenture
Supplement”), and representing the right to receive certain payments from
the Issuer.  The term “Indenture,” unless
the context otherwise requires, refers to the Master Indenture as supplemented
by the Indenture Supplement.  The Notes
are subject to all of the terms of the Indenture.  All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.  In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 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.


 


Exhibit A-2 (Page 7)














 


EXHIBIT A-3


 


FORM OF CLASS C SERIES 20[ 
]-[ ] [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 INSTITUTED 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”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE


 


Exhibit A-3 (Page 1)


 

















 


PLAN ASSETS OF A PLAN
DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


Exhibit A-3 (Page 2)

















 


	
  REGISTERED

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 20[  ]-[ ]


 


CLASS C SERIES 20[  ]-[ ]
[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
                        ,
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 [          ] 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 [          ] 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] [of twelve
30-day months].  Principal of this Note
shall be paid in the manner specified in the Indenture Supplement referred to
on the reverse hereof.


 


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


 


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


 


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


 


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


 


Exhibit A-3 (Page 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:              ,
         


 


Exhibit A-3 (Page 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:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Exhibit A-3 (Page 5)

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 20[  ]-[ ]


 


CLASS C SERIES 20[  ]-[ ]
[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 20[  ]-[ ] (the “Series 20[  ]-[ ] 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 [         
], 20[  ] (the “Indenture
Supplement”), and representing the right to receive certain payments from
the Issuer.  The term “Indenture,” unless
the context otherwise requires, refers to the Master Indenture as supplemented
by the Indenture Supplement.  The Notes
are subject to all of the terms of the Indenture.  All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.  In the event of any conflict
or inconsistency between the Indenture and this Note, the Indenture shall
control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-3 (Page 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.


 


 Exhibit A-3 (Page 7)  














 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


 


Monthly Noteholder’s Statement


 


GE Capital
Credit Card Master Note Trust


 


Series 20[  ]-[ ]


 


Class A
[     ]% Notes


Class B
[     ]% Notes


Class C
[     ]% 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 20[  ]-[
] Indenture Supplement (the “Indenture Supplement”), dated as of [          ], 20[  ], 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 20[  ]-[ ] Noteholders and the performance of the
Trust during the previous month.  The
information required to be prepared with respect to the Payment Date of [  l  ], 20[ 
l  ], and with respect to the performance of the
Trust during the Monthly Period ended [  l  ],
20[  l  ] is set forth below.  Capitalized terms used herein are defined in
the Indenture and the Indenture Supplement. The Discount Percentage (as defined
in the Transfer Agreement) remains at 0% for all the Receivables in the Trust
until otherwise indicated.  The
undersigned, an Authorized Officer of the Servicer, does hereby certify as
follows:


 


	
  Record Date:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Monthly Period Beginning:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Monthly Period Ending:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Previous Payment Date:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Payment Date:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Interest Period Beginning:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Interest Period Ending:

  	
  [  l  ], 20[ 
  l  ]

  
	
  Days in Monthly Period:

  	
  [  l  ]

  
	
  Days in Interest Period:

  	
  [  l  ]

  
	
  Is there a Reset Date?

  	
  [No][Yes]

  



 


	
  I.

  	
   

  	
  Trust Receivables Information

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Number of Accounts Beginning

  
	
   

  	
  b.

  	
  Number of Accounts Ending

  
	
   

  	
  c.

  	
  Average Account Balance (q / b)

  
	
   

  	
  d.

  	
  BOP Principal Receivables

  
	
   

  	
  e.

  	
  BOP Finance Charge Receivables

  



 


Exhibit B (Page 1)

















 


	
   

  	
  f.

  	
  BOP Total Receivables

  
	
   

  	
  g.

  	
  Increase in Principal Receivables from Additional Accounts

  
	
   

  	
  h.

  	
  Increase in Principal Activity on Existing Securitized Accounts

  
	
   

  	
  i.

  	
  Increase in Finance Charge Receivables from Additional Accounts

  
	
   

  	
  j.

  	
  Increase in Finance Charge Activity on Existing Securitized Accounts

  
	
   

  	
  k.

  	
  Increase in Total Receivables

  
	
   

  	
  l.

  	
  Decrease in Principal Receivables due to Account Removal

  
	
   

  	
  m.

  	
  Decrease in Principal Activity on Existing Securitized Accounts

  
	
   

  	
  n.

  	
  Decrease in Finance Charge Receivables due to Account Removal

  
	
   

  	
  o.

  	
  Decrease in Finance Charge Activity on Existing Securitized Accounts

  
	
   

  	
  p.

  	
  Decrease in Total Receivables

  
	
   

  	
  q.

  	
  EOP Aggregate Principal Receivables

  
	
   

  	
  r.

  	
  EOP Finance Charge Receivables

  
	
   

  	
  s.

  	
  EOP Total Receivables

  
	
   

  	
  t.

  	
  Excess Funding Account Balance

  
	
   

  	
  u.

  	
  Required Principal Balance

  
	
   

  	
  v.

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

  
	
   

  	
  w.

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

  
	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Investor Information (Sum of all Series, excluding new issuances and
  additional draws subsequent to end of the Monthly Period)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Note Principal Balance

  
	
   

  	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Increase in Note Principal Balance due to New Issuance

  
	
   

  	
   

  	
  iii.

  	
  Decrease in Note Principal Balance due to Principal Paid and Notes
  Retired

  
	
   

  	
   

  	
  iv.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Excess Collateral Amount

  
	
   

  	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
   

  	
  ii.

  	
  Increase in Excess Collateral Amount in connection with the
  Supplemental Indenture

  
	
   

  	
   

  	
  iii.

  	
  Increase in Excess Collateral Amount due to New Issuance

  
	
   

  	
   

  	
  iv.

  	
  Reductions in Required Excess Collateral Amount

  
	
   

  	
   

  	
  v.

  	
  Increase in Unreimbursed Investor Charge-Off

  
	
   

  	
   

  	
  vi.

  	
  Decrease in Unreimbursed Investor Charge-Off

  
	
   

  	
   

  	
  vii.

  	
  Increase in Unreimbursed Reallocated Principal Collections

  



 


Exhibit B (Page 2)

















 


	
   

  	
   

  	
  viii.

  	
  Decrease in Unreimbursed Reallocated Principal Collections

  
	
   

  	
   

  	
  ix.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Collateral
  Amount

  
	
   

  	
   

  	
  i.

  	
  End of Prior
  Monthly Period

  
	
   

  	
   

  	
  ii.

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

  
	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Trust
  Performance Data (Monthly Period)

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

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

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Payment Rate
  (Principal Collections / BOP Principal Receivables)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Gross
  Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts —
  Fraud Amount / BOP Principal Receivables)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  d.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  Net
  Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts —
  Recoveries — Fraud Amount / BOP Principal Receivables

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  Net
  Charge-Off Rate (Default Amount for Defaulted Accounts — Recoveries / BOP
  Principal Receivables)

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  Default
  Amount for Defaulted Accounts

  
	
   

  	
   

  	
   

  
	
   

  	
  h.

  	
  Recovery
  Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  Collections

  



 


Exhibit B (Page 3)

















 


	
   

  	
   

  	
  i.

  	
  Total Trust
  Finance Charge Collections

  
	
   

  	
   

  	
  ii.

  	
  Total Trust
  Principal Collections

  
	
   

  	
   

  	
  iii.

  	
  Total Trust
  Collections

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
   

  	
  Amount

  
	
   

  	
  j.

  	
  Delinquency Data

  
	
   

  	
   

  	
  i.

  	
  1-29 Days
  Delinquent

  
	
   

  	
   

  	
  ii.

  	
  30-59 Days
  Delinquent

  
	
   

  	
   

  	
  iii.

  	
  60-89 Days
  Delinquent

  
	
   

  	
   

  	
  iv.

  	
  90-119 Days
  Delinquent

  
	
   

  	
   

  	
  v.

  	
  120-149 Days
  Delinquent

  
	
   

  	
   

  	
  vi.

  	
  150-179 Days
  Delinquent

  
	
   

  	
   

  	
  vi.

  	
  150 or
  Greater Days Delinquent

  
	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  Series Performance
  Data

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

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

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Base Rate
  (Noteholder Servicing Fee + Admin Fee + Monthly Interest / BOP Collateral)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Three-Month
  Average

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  Excess
  Spread Percentage (Portfolio Yield — Base Rate)

  
	
   

  	
   

  	
  i.

  	
  Current

  
	
   

  	
   

  	
  ii.

  	
  Prior
  Monthly Period

  
	
   

  	
   

  	
  iii.

  	
  Two Months
  Prior Monthly Period

  
	
   

  	
   

  	
  iv.

  	
  Quarterly
  Excess Spread Percentage

  
	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  Investor
  Information Regarding Distributions to Noteholders

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

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

  
							



 


Exhibit B (Page 4)

















 


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

  
	
   

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

  
	
   

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

  
	
   

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

  
	
   

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

  
	
   

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

  
	
   

  
	
  VI.          Investor Information

  
	
   

  
	
  a.     Class A
  Note Initial Principal Balance

  
	
  b.     Class B
  Note Initial Principal Balance

  
	
  c.     Class C
  Note Initial Principal Balance

  
	
  d.     Initial
  Excess Collateral Amount

  
	
  e.     Initial
  Collateral Amount

  
	
   

  
	
  f.     Class A
  Note Principal Balance

  
	
  i.      Beginning
  of Interest Period

  
	
  ii.     Principal
  Payment

  
	
  iii.    As
  of Payment Date

  
	
   

  
	
  g.     Class B
  Note Principal Balance

  
	
  i.      Beginning
  of Interest Period

  
	
  ii.     Principal
  Payment

  
	
  iii.    As
  of Payment Date

  
	
   

  
	
  h.     Class C
  Note Principal Balance

  
	
  i.      Beginning
  of Interest Period

  
	
  ii.     Principal
  Payment

  
	
  iii.    As
  of Payment Date

  
	
   

  
	
  i.      Excess
  Collateral Amount

  
	
  i.      Beginning
  of Interest Period

  ii.     Increase
  in Excess Collateral Amount in connection with the Supplemental Indenture

  
	
  iii.    Reduction
  in Excess Collateral Amount

  
	
  iv.    As
  of Payment Date

  



 


Exhibit B (Page 5)

















 


	
  j.      Collateral
  Amount

  
	
  i.      Beginning
  of Interest Period

  
	
  ii.     Increase
  in Excess Collateral Amount in connection with the Supplemental Indenture

  iii.    Increase/Decrease
  in Unreimbursed Investor Charge-Offs

  
	
  iv.    Increase/Decrease
  in Reallocated Principal Collections

  
	
  v.     Reduction
  in Excess Collateral Amount

  
	
  vi.    Principal
  Accumulation Account Deposit

  
	
  vii.   As
  of Payment Date

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

  
	
  ix.    Amount
  by which Note Principal Balance exceeds Collateral Amount

  
	
   

  
	
  k.     Required
  Excess Collateral Amount

  
	
   

  
	
  VII.         Investor Charge-Offs and Reallocated
  Principal Collections (Section references relate to Indenture
  Supplement)

  
	
  a.     Beginning
  Unreimbursed Investor Charge-Offs

  
	
  b.     Current
  Unreimbursed Investor Defaults

  
	
  c.     Current
  Unreimbursed Investor Uncovered Dilution Amount

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

  
	
  e.     Ending
  Unreimbursed Investor Charge-Offs

  
	
  f.     Beginning
  Unreimbursed Reallocated Principal Collections

  
	
  g.     Current
  Reallocated Principal Collections pursuant to Section 4.7

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

  
	
  i.      Ending
  Unreimbursed Reallocated Principal Collections

  
	
   

  
	
  VIII.       Investor Percentages —BOP Balance and
  Series Account Information

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

  
	
  b.     Allocation
  Percentage Numerator — for Principal Collections

  
	
  c.     Allocation
  Percentage Denominator

  
	
  i.      Aggregate
  Principal Receivables Balance as of Prior Monthly Period

  
	
  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

  



 


Exhibit B (Page 6)

















 


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

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

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

  
	
  h.     Series Allocation
  Percentage

  
	
   

  



 


	
  IX.          Collections and Allocations

  	
   

  
	
   

  	
  Trust

  	
   

  	
  Series

  
	
  a.     Finance
  Charge Collections

  	
   

  	
   

  	
   

  
	
  b.     Recoveries

  	
   

  	
   

  	
   

  
	
  c.     Principal
  Collections

  	
   

  	
   

  	
   

  
	
  d.     Default
  Amount

  	
   

  	
   

  	
   

  
	
  e.     Dilution

  	
   

  	
   

  	
   

  
	
  f.     Investor
  Uncovered Dilution Amount

  	
   

  	
   

  	
   

  
	
  g.     Dilution
  including Fraud Amount

  	
   

  	
   

  	
   

  
	
  h.     Available
  Finance Charge Collections

  	
   

  
	
  i.      Investor
  Finance Charge Collections

  	
   

  
	
  ii.     Excess
  Finance Charge Collections allocable to Series 20[  ]-[ ]

  	
   

  
	
  iii.    Principal
  Accumulation Account Investment Proceeds

  	
   

  
	
  iv.    Investment
  earnings in the Reserve Account

  	
   

  
	
  v.     Reserve
  Account Draw Amount

  	
   

  
	
  vi.    Recoveries

  	
   

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

  	
   

  
	
  j.      Total
  Collections (c. Series + i.)

  	
   

  
	
  k.     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

  



 


Exhibit B (Page 7)

















 


	
  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

  
	
   

  
	
  iv.    On
  a pari passu basis:

  
	
  a.     Class B
  Monthly Interest

  
	
  b.     Class B
  Deficiency Amount

  
	
  c.     Class B
  Additional Interest

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

  
	
   

  
	
  v.     On
  a pari passu basis:

  
	
  a.     Class C
  Monthly Interest

  
	
  b.     Class C
  Deficiency Amount

  
	
  c.     Class C
  Additional Interest

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

  
	
   

  
	
  vi.    To
  be treated as Available Principal Collections

  
	
  a.     Aggregate
  Investor Default Amount

  
	
  b.     Aggregate
  Investor Uncovered Dilution Amount

  
	
   

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

  
	
  a.     Investor
  Charge-offs

  
	
  b.     Reallocated
  Principal Collections

  
	
   

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

  
	
   

  
	
  ix.    Amounts
  required to be deposited to the Spread Account

  
	
   

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

  
	
   

  
	
  xi.    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

  
	
   

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

  



 


Exhibit B (Page 8)

















 


	
  xiii.          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, then:

  
	
  a.     Unless
  an Early Amortization Event has occurred, to the Transferor; and 

  
	
  b.     If
  an Early Amortization Event has occurred, first, to pay Monthly Principal in
  accordance with Section 4.4(c) of the Indenture to the extent not
  paid in full from Available Principal Collections (calculated without regard
  to amounts available to be treated as Available Principal Collections
  pursuant to this clause), second, to pay on a pari passu basis any amounts
  owed to such Persons listed in clause (a)(i) above that have been
  allocated to Series 20[  ]-[ ] in
  accordance with Section 8.4(d) of the Indenture and that have not
  been paid pursuant to clauses (a)(i) and (a)(xi) above, and, third,
  any amounts remaining after payment in full of the Monthly Principal and
  amounts owed to such Persons listed in clause (a)(i) above shall be paid
  to the Issuer.

  
	
   

  
	
  XI.          Excess Finance Charge Collections
  (Group One)

  
	
  a.     Total
  Excess Finance Charge Collections in Group One

  
	
  b.     Finance
  Charge Shortfall for Series 20[ 
  ]-[ ]

  
	
  c.     Finance
  Charge Shortfall for all Series in Group One

  
	
  d.     Excess
  Finance Charges Collections Allocated to Series 20[  ]-[ ]

  
	
   

  
	
  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)(xiii)

  
	
  g.     Available
  Principal Collections (Deposited to Principal Account)

  



 


Exhibit B (Page 9)

















 


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

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

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

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

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

  
	
  a.     Principal
  paid to Class A Noteholders

  
	
  b.     Principal
  paid to Class B Noteholders

  c.     Principal
  paid to Class C Noteholders

  
	
  vi.    Total
  Principal Collections Available to Share (Inclusive of Series 20[  ]-[ ])

  
	
  vii.   Series Principal
  Shortfall

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

  
	
   

  
	
  XIII.       Series 20[  ]-[ ] Accumulation

  
	
  a.     Controlled
  Accumulation Period Length in months (scheduled)

  
	
  b.     Controlled
  Accumulation Amount

  
	
  c.     Controlled
  Deposit Amount

  
	
  d.     Accumulation
  Shortfall

  
	
  e.     Principal
  Accumulation Account Balance

  
	
  i.      Beginning
  of Interest Period

  
	
  ii.     Controlled
  Deposit Amount

  
	
  iii.    Withdrawal
  for Principal Payment

  
	
  iv.    As
  of Payment Date

  
	
   

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

  
	
  a.     Reserve
  Account Funding Date (scheduled)

  
	
  b.     Required
  Reserve Account Amount (0.50% of Note Principal Balance beginning on Reserve
  Account Funding Date)

  
	
  c.     Beginning
  Available Reserve Account Amount

  
	
  d.     Reserve
  Draw Amount

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

  



 


Exhibit B (Page 10)

















 


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

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

  
	
  h.     Ending
  Available Reserve Account Amount

  
	
   

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

  a.     Spread
  Account Percentage

  b.     Required
  Spread Account Amount

  c.     Beginning
  Available Spread Account Amount

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

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

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

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

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

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

  j.      Ending
  Available Spread Account Amount

  
	
   

  
	
  XVI.       Series Early Amortization Events

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

  
	
  i.      Free
  Equity Amount

  
	
  ii.     Minimum
  Free Equity Amount

  
	
  iii.    Excess
  Free Equity Amount

  
	
   

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

  
	
  i.      Note
  Trust Principal Balance

  
	
  ii.     Required
  Principal Balance

  
	
  iii.    Excess
  Principal Balance

  
	
   

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

  



 


Exhibit B (Page 11)

















 


	
  i.      Three
  month Average Portfolio Yield

  
	
  ii.     Three
  month Average Base Rate

  
	
  iii.    Three
  Month Average Excess Spread

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

  
	
  i.      Expected
  Principal Payment Date

  
	
  ii.     Current
  Payment Date

  
	
  e.     Are
  there any material modifications, extensions or waivers to pool asset terms,
  fees penalties or payments?

  
	
  f.     Are
  there any material breaches or pool of assets representations and warranties
  or covenants?

  
	
  g.     Are
  there any material changes in criteria used to originate, acquire, or select
  new pool assets?

  
	
  h.     Has
  an early amortization event occurred?

  



 


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


 


	
   

  	
  GENERAL ELECTRIC CAPITAL 

  CORPORATION, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Exhibit B (Page 12)

















 


SCHEDULE I


 


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 I shall be continuing, and remain in full force and
effect, until such time as the Series 20[ 
]-[ ] Notes are retired.


 


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


 


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


 


Schedule I (Page 1)

















 


[SCHEDULE II]


 


[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 II shall be continuing, and remain in full force and
effect, until such time as the Series [200  -  ] 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 Net Swap Receipts.]


 


Schedule II (Page1)