Exhibit 4.4


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


Series [200  -  ] INDENTURE
SUPPLEMENT


 


Dated as of [         ,
       ]


 





















 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.1.

  	
  Definitions

  	
   

  
	
  SECTION
  1.2.

  	
  Incorporation of Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CREATION OF THE SERIES [200  -  ] NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.1.

  	
  Designation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.1.

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

  	
   

  
	
  SECTION
  3.2.

  	
  Representations, Warranties and Covenants with respect to Receivables

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RIGHTS OF SERIES [200  -  ] NOTEHOLDERS AND
  ALLOCATION AND APPLICATION OF COLLECTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.1.

  	
  Determination of Interest and Principal

  	
   

  
	
  SECTION
  4.2.

  	
  Establishment of Accounts

  	
   

  
	
  SECTION 4.3.

  	
  Calculations and Series Allocations

  	
   

  
	
  SECTION
  4.4.

  	
  Application of Available Finance Charge Collections and Available
  Principal Collections

  	
   

  
	
  SECTION
  4.5.

  	
  Distributions

  	
   

  
	
  SECTION
  4.6.

  	
  Investor Charge-Offs

  	
   

  
	
  SECTION
  4.7.

  	
  Reallocated Principal Collections

  	
   

  
	
  SECTION
  4.8.

  	
  Excess Finance Charge Collections

  	
   

  
	
  SECTION
  4.9.

  	
  Shared Principal Collections

  	
   

  
	
  SECTION
  4.10.

  	
  Reserve Account

  	
   

  
	
  SECTION
  4.11.

  	
  Spread Account

  	
   

  
	
  SECTION
  4.12.

  	
  Investment of Accounts

  	
   

  
	
  SECTION
  4.13.

  	
  Controlled Accumulation Period

  	
   

  
	
  SECTION
  4.14.

  	
  [Determination of LIBOR]

  	
   

  
	
  SECTION
  4.15.

  	
  [Swaps

  	
   

  
	
  SECTION
  4.16.

  	
  Deposit of Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DELIVERY OF SERIES [200  -  ] NOTES; REPORTS TO
  SERIES [200  -  ] NOTEHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.1.

  	
  Delivery and Payment for the Series [200  -  ]
  Notes

  	
   

  
	
  SECTION
  5.2.

  	
  Reports and Statements to Series [200  -  ]
  Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  SERIES [200  -  ] EARLY AMORTIZATION EVENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.1.

  	
  Series [200  -  ] Early Amortization Events

  	
   

  
					



 


i





















 


	
  ARTICLE VII

  	
  REDEMPTION OF SERIES [200  -  ] NOTES; FINAL
  DISTRIBUTIONS; SERIES TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.1.

  	
  Optional Redemption of Series [200  -  ] Notes;
  Final Distributions

  	
   

  
	
  SECTION
  7.2.

  	
  Series Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.1.

  	
  Ratification of Indenture; Amendments

  	
   

  
	
  SECTION
  8.2.

  	
  Form of Delivery of the Series [200  -  ] Notes

  	
   

  
	
  SECTION
  8.3.

  	
  Counterparts

  	
   

  
	
  SECTION
  8.4.

  	
  GOVERNING LAW

  	
   

  
	
  SECTION
  8.5.

  	
  Limitation of Liability

  	
   

  
	
  SECTION
  8.6.

  	
  Rights of the Indenture Trustee

  	
   

  
	
  SECTION
  8.7.

  	
  Notice Address for Rating Agencies

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  FASIT MATTERS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.1.

  	
  FASIT Administration

  	
   

  
				



 


EXHIBITS


 


	
  EXHIBIT A-1

  	
  FORM OF CLASS A NOTE

  	
   

  
	
  EXHIBIT
  A-2

  	
  FORM
  OF CLASS B NOTE

  	
   

  
	
  EXHIBIT
  A-3

  	
  FORM
  OF CLASS C NOTE

  	
   

  
	
  EXHIBIT
  B

  	
  FORM
  OF MONTHLY NOTEHOLDERS’ STATEMENT

  	
   

  
	
  EXHIBIT C-1

  	
  [FORM OF
  CLASS A SWAP]

  	
   

  
	
  EXHIBIT C-2

  	
  [FORM OF
  CLASS B SWAP]

  	
   

  
	
  EXHIBIT C-3

  	
  [FORM OF
  CLASS C SWAP]

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  [I]

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

  	
   

  
	
  SCHEDULE
  [II]

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

  	
   

  



 


ii





















 


SERIES [200  -  ] INDENTURE SUPPLEMENT, dated as of
[          , 200  ] (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, and
as further amended by the Second Amendment to Master Indenture, dated as of
June 17, 2004 between the Issuer and the Indenture Trustee (the “Indenture”,
together with this Indenture Supplement, the “Agreement”).


 


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


 


ARTICLE I

DEFINITIONS


 


SECTION
1.1.  Definitions.


 


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


 


(b)                                 Each
capitalized term defined herein relates only to Series [200  -  ]
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 200  -  ]
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


 


2





















 


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


 


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


 


3





















 


[“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.


 


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


 


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


 


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


 


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


 


[“Class A Swap” means an
interest rate swap agreement with respect to the Class A Notes between the
Trust and the Class A Counterparty substantially in the form of Exhibit C-1 to


 


4





















 


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].


 


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


 


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


 


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


 


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


 


5





















 


“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 $[    ].


 


“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.


 


6





















 


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


 


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


 


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


 


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


 


[“Class C Swap Rate” means [     ]%
per annum.]


 


“Closing Date” means [          ,
200  ].


 


“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 [200  -  ]
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 [         ,
200  ] or such other date as is determined in accordance with Section 4.13 and ending on the first to occur
of (a) the commencement of the Early Amortization Period and (b) the Final Payment
Date.


 


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


 


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


 


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


 


7





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8





















 


“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 [200  -  ] Early Amortization Event is
deemed to occur and ending on the Final Payment Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Finance Charge Shortfall” is
defined in Section 4.8.


 


“Group One” means Series [200  -  ]
and each other outstanding Series previously or hereafter specified in the
related Indenture Supplement to be included in Group One.


 


“Indenture” is defined in the
preamble.


 


“Indenture Trustee” is defined
in the preamble.


 


“Initial Collateral Amount”
means $[    ], 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)


 


9





















 


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 [200  -  ] 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
[200  -  ] pursuant to Section
4.3(b)(ii) for such Monthly Period.


 


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


 


“Issuer” is defined in the
preamble.


 


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


 


[“LIBOR Determination Date”
means (i) March 28, 2005 for the period from and including the Closing Date
through and including May 15, 2005 and (ii) the second London Business Day
prior to the commencement of the second and each subsequent Interest Period.]


 


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


 


“Minimum Free Equity Percentage”
means, for purposes of Series [200  -  ], [     ]%;
provided that, at any time that GE Capital’s long-term unsecured debt is rated
Aa2 or lower by Moody’s or AA or lower by S&P, the Minimum Free Equity
Percentage shall be [     ]%.


 


“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 first Payment Date, the period beginning on the Closing Date and ending on
[       ] 21, 200[  ], and as to
each Payment Date thereafter, the period


 


10





















 


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


 


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


 


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


 


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


 


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


 


“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


 


11





















 


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.


 


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


 


“Payment Date” means
[          , 200  ]
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
[          , 200  ]
Payment Date, the Excess Spread Percentage for the Monthly Period relating to
such Payment Date, (b) with respect to the [          ,
200  ] Payment Date, the percentage equivalent of a fraction the
numerator of which is the sum of (i) the Excess Spread Percentage for the
Monthly Period relating to the
[          , 200  ]
Payment Date and (ii) the Excess Spread Percentage for the Monthly Period
relating to the [          , 200  ]
Payment Date and the denominator of which is two, and (c) with respect to the
[          , 200  ]
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.


 


12





















 


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


 


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


 


“Redemption Amount” means, for
any Transfer Date, after giving effect to any deposits and payments otherwise
to be made on the related Payment Date, the sum of (i) the Note Principal
Balance on the related Payment Date, (ii) Monthly Interest for the related
Payment Date and any Monthly Interest previously due but not distributed to the
Series [200  -  ] Noteholders, (iii) the amount of
Additional Interest, if any, for the related Payment Date and any Additional
Interest previously due but not distributed to the Series [200 - ]
Noteholders on a prior Payment Date [and (iv) any amounts owing to any
Counterparty pursuant to the terms of the Class A Swap, Class B Swap or Class C
Swap].


 


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


 


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


 


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


 


“Required Excess
Collateral Amount” means, at any time, [     ]%
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


 


(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 [200  -  ].


 


“Required Spread Account Amount”
means, for any Payment Date, the product of (i) the Spread Account Percentage
in effect on such date and (ii) during (x) the Revolving Period, the


 


13





















 


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 [200  -  ]
Notes the Required Spread Account Amount shall never exceed the Class C Note
Principal Balance (after taking into account any payments to be made on such
Payment Date).


 


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


 


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


 


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


 


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


 


“Reset Date”
means:


 


(a)                                  each
Addition Date;


 


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


 


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


 


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


 


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


 


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


 


“Series Accounts” is defined in Section
4.2.


 


“Series Allocation Percentage”
means, with respect to any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the numerator used in determining


 


14





















 


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 [200  -  ], the March 2013 Payment
Date.


 


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


 


“Series [200  -  ]”
means the Series of Notes the terms of which are specified in this Indenture
Supplement.


 


“Series [200  -  ]
Early Amortization Event” is defined in Section 6.1.


 


“Series [200  -  ]
Excess Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series [200 - ] pursuant to
Section 8.6 of the Indenture.


 


“Series [200  -  ]
Note” means a Class A Note, a Class B Note or a Class C Note.


 


“Series [200  -  ]
Noteholder” means a Class A Noteholder, a Class B Noteholder or a
Class C Noteholder.


 


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


 


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


 


“Spread Account Percentage”
means, (i) [    ]% 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 [   ]%.


 


15





















 


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


 


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


 


“Trust” is defined in the
preamble.


 


SECTION
1.2.  Incorporation of Terms.  The terms of the Indenture are incorporated
in this Supplement as if set forth in full herein. As supplemented by this
Supplement, the Indenture is in all respects ratified and confirmed and both
together shall be read, taken and construed as one and the same agreement. If
the terms of this Supplement and the terms of the Indenture conflict, the terms
of this Supplement shall control with respect to the Series [200  -  ].


 


ARTICLE II

CREATION OF THE SERIES [200  -  ]
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 [200  -  ]”
or the “Series [200  -  ]
Notes.”  The Series [200  -  ]
Notes shall be issued in three Classes, known as the “Class A Series [200  -  ] [Floating
Rate] Asset Backed Notes,” the “Class B
Series [200  -  ] [Floating Rate] Asset Backed Notes,”
and the “Class C Series [200  -  ]
[Floating Rate] Asset Backed Notes.”


 


(b)                                 Series
[200  -  ] shall be included in Group One and shall be a
Principal Sharing Series.  Series [200  -  ]
shall be an Excess Allocation Series with respect to Group One only.  Series [200  -  ] shall
not be subordinated to any other Series.


 


(c)                                  The
Series [200  -  ] Notes shall be issued in minimum
denominations of $[    ] and in integral multiples of $[    ].


 


ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


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


 


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


 


16





















 


ARTICLE IV

RIGHTS OF SERIES [200  -  ]
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).


 


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 in effect with respect to the related Interest Period and (iii)
the Class B Note Principal Balance as of the close of business on the last day
of the preceding Monthly Period (or, with respect to the initial Payment Date,
the Class B Note Initial Principal Balance).


 


With respect to each Payment Date, the Issuer shall determine the
excess, if any (the “Class B Deficiency Amount”),
of (x) the aggregate amount of Class B Monthly Interest payable pursuant to
this Section 4.1(b) as of the prior Payment Date over (y) the amount of Class B Monthly
Interest actually paid on such Payment Date. 
If the Class B Deficiency Amount for any Payment Date is greater than
zero, on each subsequent Payment Date until such Class B Deficiency Amount is
fully paid, an additional amount (“Class B
Additional Interest”) equal to the product of (i) a fraction, the
numerator of which is [the actual number of days in the related Interest
Period] [30] and the denominator of which is 360, (ii) the Class B Note
Interest Rate in effect with respect to the related Interest Period plus [     ]% 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


 


17





















 


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 in effect with respect to the related Interest Period and (iii) the Class
C Note Principal Balance as of the close of business on the last day of the
preceding Monthly Period (or, with respect to the initial Payment Date, the
Class C Note Initial Principal Balance).


 


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


 


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


 


SECTION
4.2.  Establishment of Accounts.


 


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


 


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


 


18





















 


(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 [200  -  ]
pursuant to Article VIII of the
Indenture shall be allocated and distributed as set forth in this Article.  Notwithstanding anything to the contrary in
Section 4.3(b), during any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single
monthly deposit to the Collection Account, amounts allocated to the Noteholders
pursuant to Section 4.3(b) with respect
to any Monthly Period need not be deposited into the Collection Account or any
Series Account prior to the related Payment Date, and, when so deposited, (x)
may be deposited net of any amounts required to be distributed to Transferor
and, if the Originator is Servicer, any amounts owed to the Servicer, and (y)
shall be deposited into the Finance Charge Account (in the case of Collections
of Finance Charge Receivables) and the Principal Account (in the case of
Collections of Principal Receivables (not including any Shared Principal Collections
allocated to Series [200  -  ] pursuant to Section 8.5 of the Indenture)).


 


(b)                                 Allocations
to the Series [200  -  ] Noteholders.  The Issuer shall on each Date of Processing,
allocate to the Series [200  -  ] Noteholders the following
amounts as set forth below:


 


(i)                                     Allocations of Finance Charge Collections.  The Issuer shall allocate to the Series [200  -  ]
Noteholders an amount equal to the product of (A) the Allocation Percentage and
(B) the aggregate Finance Charge Collections processed on such Date of
Processing and, subject to Section 4.16, shall deposit such amount into the
Finance Charge Account; provided that,
with respect to each Monthly Period falling in the


 


19





















 


Revolving
Period (and with respect to that portion of each Monthly Period in the
Controlled Accumulation Period falling on or after the day on which Collections
of Principal Receivables equal to the related Controlled Deposit Amount have
been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance
Charge Receivables shall be transferred into the Finance Charge Account only
until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to
the Indenture Trustee, the Trustee and the Administrator on the related Payment
Date, (B) the Net Interest Obligation on the related Payment Date, (C) if the
Originator is not the Servicer, the Noteholder Servicing Fee (and if the
Originator is the Servicer, then the Issuer covenants to pay directly to the
Servicer as payment of the Noteholder Servicing Fee amounts that otherwise
would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any
amount required to be deposited in the Reserve Account and the Spread Account
on the related Transfer Date; provided  further, that, notwithstanding the preceding
proviso, if on any Business Day the Issuer determines that the Target Amount
for a Monthly Period exceeds the Target Amount for that Monthly Period as
previously calculated by Issuer, then (x) Issuer shall (on the same Business
Day) inform Transferor of such determination, and (y) within two Business Days
thereafter cause Transferor to deposit into the Finance Charge Account funds in
an amount equal to the amount of Collections of Finance Charge Receivables
allocated to the Noteholders for that Monthly Period but not deposited into the
Finance Charge Account due to the operation of the preceding proviso (but not
in excess of the amount required so that the aggregate amount deposited for the
subject Monthly Period equals the Target Amount); and provided, further, if on any Transfer Date the Free
Equity Amount is less than the Minimum Free Equity Amount after giving effect
to all transfers and deposits on that Transfer Date, the Issuer shall cause
Transferor, on that Transfer Date, to deposit into the Principal Account funds
in an amount equal to the amounts of Available Finance Charge Collections that
are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the
Finance Charge Account as a result of the operation of the second preceding
proviso.


 


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


 


(ii)                                  Allocations of Principal Collections.  The Issuer shall allocate to the Series [200  -  ]
Noteholders the following amounts as set forth below:


 


20





















 


(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 [200  -  ]
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 [200  -  ]
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 [200  -  ]
Noteholders and transferred to the Principal Account until applied as provided
herein; provided, however,
that if the sum of such Percentage Allocation and all preceding Percentage
Allocations with respect to the same Monthly Period exceeds the Controlled
Deposit Amount during the Controlled Accumulation Period for the related
Payment Date, then such excess shall not be treated as a Percentage Allocation
and shall be first, if any other Principal Sharing Series is outstanding and in
its accumulation period or amortization period, retained in the Principal
Account for application, to the extent necessary, as Shared Principal
Collections to other Principal Sharing Series on the related Payment Date,
second deposited in the Excess Funding Account to the extent necessary so that
the Free Equity Amount is not less than the Minimum Free Equity Amount and
third paid to the holders of the Transferor Interest.


 


(z)                                   Allocations During the Early Amortization Period.  During the Early Amortization Period, an amount
equal to the product of the Allocation Percentage and the aggregate amount of
Principal Collections processed on such Date of Processing shall be allocated
to the [200  -  ] Noteholders and transferred to the
Principal Account until applied as


 


21





















 


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 [200  -  ] 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
$[    ] 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 $[    ] 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 $[    ]
for each calendar year;


 


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


 


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


 


(iv)                              on a
pari passu basis based on the amounts owing to the Class B Noteholders [and
each Class B Counterparty pursuant to this Section 4.4(a)(iv)]: (A) an
amount equal to Class B Monthly Interest for such Payment Date, plus any Class B


 


22





















 


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 Period or Early
Amortization Period shall be deposited into the Principal Account on the
related Payment Date;


 


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


 


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


 


(x)                                   without
duplication of the amount specified in clause (vi)(B) of this Section
4.4(a), an amount equal to the Series Allocation Percentage (calculated by
excluding all outstanding Series of Notes issued on any date prior to September
22, 2004 and any Series of Notes excluded from this calculation pursuant to the
terms of the Indenture Supplement for such Series) of the excess, if any, of
the Minimum Free Equity


 


23





















 


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 [200  -  ] 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 [200  -  ]
pursuant to Section 8.4(d) of the Indenture and that have not been paid
pursuant to clauses (i) and (xii) above, and, third, any amounts
remaining after payment in full of the Monthly Principal and amounts owed to
such Persons listed in clause (i) above shall be paid to the Issuer in
respect of the Ownership Interest.


 


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


 


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


 


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


 


24





















 


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


 


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


 


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


 


(e)                                  On
the earlier to occur of (i) the first Payment Date with respect to the Early
Amortization Period and (ii) the Expected Principal Payment Date, the Issuer
shall withdraw from the Principal Accumulation Account and deposit into the
Distribution Account the amount deposited into the Principal Accumulation
Account pursuant to Section 4.4(c)(i)
and on such Payment Date shall pay such amount first
to the Class A Noteholders, until the Class A Note Principal Balance is paid in
full; second to the Class B Noteholders
until the Class B Principal Balance is paid in full; and third to the Class C Noteholders until the
Class C Note Principal Balance is paid in full.


 


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


 


SECTION 4.5.  Distributions.


 


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


 


25





















 


(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 [200  -  ] Noteholder (at such Noteholder’s address
as it appears in the Note Register), except that for any Series [200  -  ]
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 [200  -  ] 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 [200  -  ]
shall be an Excess Allocation Series with respect to Group One only.  Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One for any Transfer Date will be allocated to
Series [200  -  ] 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 [200  -  ]
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 [200  -  ]
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


 


26





















 


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 [200  -  ]
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 [200 - ] 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 [200  -  ] 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 such Transfer Date.  For purposes of determining the availability
of funds or the balance in the Reserve Account for any reason under this
Indenture Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.


 


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


 


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


 


(d)                                 If
the Reserve Account Surplus on any Transfer Date, after giving effect to all
deposits to and withdrawals from the Reserve Account with respect to such
Transfer Date, is


 


27





















 


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 for the Class C Notes, the Issuer, after the
prior payment of all amounts owing to the Series [200  -  ]
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
[200  -  ] that has resulted in the acceleration of the
Series [200  -  ] 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 [200  -  ]
Notes in the following order of priority until all amounts owed to such
Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the Class
A Noteholders and (iii) the Class B Noteholders.


 


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


 


28





















 


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


 


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


 


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


 


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


 


(d)                                 On
each Transfer Date (but subject to Section 4.11(a)),
the Investment Earnings, if any, credited since the preceding Transfer Date on
funds on deposit in the Spread Account shall be retained in the Spread Account
(to the extent that the Available Spread Account Amount 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 [200  -  ] 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 [           ,
200  ]; provided that if the
Controlled Accumulation Period Length (determined as described below) on any
Determination Date is less than or more than the number of months in the
scheduled Controlled Accumulation Period, upon written notice to the Indenture
Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or
accelerate, as applicable, the date on which the Controlled Accumulation Period
actually commences, so that, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will equal the Controlled Accumulation Period
Length; provided that the length of the Controlled Accumulation Period
will not be less than one month.  The “Controlled Accumulation Period Length” will
mean a number of whole months such that the amount available for payment of
principal on the Notes on the Expected Principal Payment Date is expected to
equal or exceed the Note Principal Balance, assuming for this


 


29





















 


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.]


 


(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.]


 


30





















 


(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.


 


ARTICLE V

DELIVERY OF SERIES [200  -  ]
NOTES;

REPORTS TO SERIES [200  -  ] NOTEHOLDERS


 


SECTION
5.1.  Delivery and Payment for the
Series [200  -  ] Notes.


 


The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Series [200  -  ] Notes in accordance
with Section 2.2 of the
Indenture.  The Indenture Trustee shall
deliver the Series [200  -  ] Notes to or upon the written
order of the Issuer when so authenticated.


 


31





















 


SECTION
5.2.  Reports and Statements to Series
[200  -  ] 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 [200  -  ]
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 [200  -  ] Noteholder by a
request in writing to the Issuer.


 


(c)                                  On
or before January 31 of each calendar year, beginning with [             ,
200  ], the Issuer shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series [200  -  ]
Noteholder the information for the preceding calendar year, or the applicable
portion thereof during which the Person was a Noteholder, as is required to be
provided by an issuer of indebtedness under the Code to the holders of the
Issuer’s indebtedness and such other customary information as is necessary to
enable such Noteholder to prepare its federal income tax returns.  Notwithstanding anything to the contrary
contained in this Agreement, the Issuer shall, to the extent required by
applicable law, from time to time furnish to the appropriate Persons, at least
five Business Days prior to the end of the period required by applicable law,
the informed required to complete a Form 1099-INT.


 


ARTICLE VI

SERIES [200  -  ] EARLY
AMORTIZATION EVENTS


 


SECTION
6.1.  Series [200  -  ]
Early Amortization Events.  If any
one of the following events shall occur with respect to the Series [200  -  ]
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 [200  -  ]
Noteholders and which continues unremedied for a period of sixty days after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Indenture Trustee, or
to the Transferor and the Indenture Trustee by any Noteholder of the Series [200  -  ]
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


 


32





















 


Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of
the Series [200 - ] Notes and as a result of which the interests of the
Series [200  -  ] Noteholders are materially and adversely
affected for such period; provided, however, that a Series [200  -  ]
Early Amortization Event pursuant to this Section
6.1(b) shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Transferred Receivable, or
all of such Transferred Receivables, if applicable, during such period in accordance
with the provisions of the Transfer Agreement or the Trust Receivables Purchase
Agreement;


 


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


 


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


 


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


 


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


 


(i)                                     without
limiting the foregoing, the occurrence of an Event of Default with respect to
Series [200  -  ] and acceleration of the maturity of the
Series [200  -  ] 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 [200  -  ] Notes evidencing more than [   %
of the aggregate unpaid principal amount of Series [200  -  ]
Notes by notice then given in writing to the Issuer (and to the Indenture
Trustee if given by the Series [200  -  ] Noteholders) may
declare that a “Series Early Amortization Event” with respect to Series [200  -  ]
(a “Series [200  -  ] Early
Amortization Event”) has occurred as of the date of such notice, and,
in the case of any event described in subsection
(c),


 


33





















 


(e),
(f), [(g)], [(h)] or
(i) a Series [200  -  ] Early Amortization
Event shall occur without any notice or other action on the part of the Indenture
Trustee or the Series [200 - ] Noteholders immediately upon the occurrence
of such event.


 


ARTICLE
VII

REDEMPTION OF SERIES [200 - ] NOTES; FINAL
DISTRIBUTIONS; SERIES

TERMINATION


 


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


 


(a)                                  On
any day occurring on or after the date on which the outstanding principal
balance of the Series [200  -  ] Notes is reduced to [     ]%
or less of the initial outstanding principal balance of Series [200  -  ]
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 [200  -  ]
shall be reduced to zero and the Series [200  -  ] Noteholders
shall have no further security interest in the Transferred Receivables.  The Redemption Amount shall be paid as set
forth in Section 7.1(d).


 


(c)                                  (i)  The amount to be paid by the Transferor with
respect to Series [200  -  ] 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 [200 - ] 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 [200  -  ], 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


 


34





















 


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
[200  -  ] Notes shall be due and payable.


 


ARTICLE
VIII

MISCELLANEOUS PROVISIONS


 


SECTION
8.1.  Ratification of Indenture;
Amendments.  As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be
read, taken and construed as one and the same instrument.  This Indenture Supplement may be amended only
by a Supplemental Indenture entered in accordance with the terms of Section 9.1 or 9.2
of the Indenture.  For purposes of the
application of Section 9.2 to any
amendment of this Indenture Supplement, the Series [200  -  ]
Noteholders shall be the only Noteholders whose vote shall be required.


 


SECTION
8.2.  Form of Delivery of the Series [200  -  ]
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.


 


35





















 


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


 


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


 


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


 


36





















 


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 The Bank of New
York (Delaware), not in its individual capacity, but solely in its capacity as
Trustee of the Trust, in no event shall The Bank of New York (Delaware) in its
individual capacity have any liability in respect of the representations,
warranties, or obligations of the Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of the Trust, and
for all purposes of this Agreement and each other document, the Trustee (as
such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.


 


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


 


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


 


[Fitch Ratings

One State Street Plaza

New York, NY 10004 

Facsimile: (212)-514-9879]


 


[Moody’s Rating Service

99 Church Street

New York, NY 10007] 

Facsimile:  (212) 553-3856


 


[Standard & Poor’s

Structured Finance Surveillance

55 Water Street

New York, NY 10041

Attention:  ABS Surveillance Group

Facsimile: (212) 438-2648-0003]


 


37





















 


ARTICLE IX

FASIT MATTERS


 


SECTION
9.1.  FASIT Administration.


 


(a)                                  FASIT
Matters.  An election has been made
to treat the Trust Estate as a FASIT known as the RFS FASIT.  December 30, 2002 was designated as the “Startup
Day” of the RFS FASIT within the meaning of section 860L(d)(1) of the
Code.  The Ownership Interest was
designated as the single class of “ownership interest” (within the meaning of
section 860L(b)(2) of the Code) in the RFS FASIT.  Notwithstanding any provision of the
Indenture or this Indenture Supplement to the contrary, each class of Series [200  -  ]
Regular Interests shall mature on or before December 1, 2020.


 


(b)                                 Series
[200  -  ] Regular Interests.  Each Class of Notes is hereby designated a
separate class of “regular interests” in the RFS FASIT within the meaning of
section 860L(b)(1)(A) of the Code and each Note is hereby designated a separate
“regular interest” within such Class. 
Each of the Class A Notes is hereby designated a “Class A Regular
Interest,” each of the Class B Notes is hereby designated a “Class B
Regular Interest” and each of the Class C Notes is hereby designated a “Class
C Regular Interest” (the Class A Regular Interests, the Class B Regular
Interests and the Class C Regular Interests being referred to collectively as
the “Series [200  -  ] Regular Interests”).  The Series [200  -  ]
Regular Interest shall bear interest at a rate equal to the rate of interest on
the related Class A Note, Class B Note or Class C Note, as applicable (such
related interest, a “Related Interest”). 
The rate of interest on each Related Interest is intended to qualify as
a qualifying variable rate under section 860L(b)(1)(A)(ii) of the Code.  Interest shall be paid on each Class of
Series [200  -  ] Regular Interest at the same times as Interest
is paid on the Class A Notes, Class B Notes and Class C Notes (which Interest
shall be allocated among the Series [200 - ] Regular Interests in
proportion to the amount of Interest owning on the respective Related Interests
if there is more than one class of such Series [200  -  ]
Regular Interests and Interest with respect to each class is not paid in
full).  The principal amount of each
Series [200  -  ] Regular Interest shall equal the
respective amount of the Class A Note Principal Balance, Class B Note Principal
Balance or Class C Note Principal Balance, as applicable, with respect to the
Related Interest for such Series [200  -  ] Regular
Interest.


 


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


 


38


















 


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


 


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


 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 


39





















 


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


 


 


	
   

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE

  TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of
  New York (Delaware), not in

  its individual capacity, but as Trustee on

  behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


S-1





















 


EXHIBIT A-1


FORM OF CLASS A SERIES [200  -  ]
FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


A-1-1





















 


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


 


A-1-2





















 


	
  REGISTERED

  	
   

  	
  $

  
	
  No. R-

  	
   

  	
  CUSIP NO.                           

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES [200 - ]


 


CLASS A SERIES [200 - ] 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 [       20  ] 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 [      
20  ] 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.


 


A-1-3





















 


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


 


	
   

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE

  TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF
  NEW YORK (DELAWARE),

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
   

  	
  Trustee on
  behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:
                         ,

  	
   

  
				



 


A-1-4





















 


 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS,

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-1-5





















 


GE CAPITAL
CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ] 



CLASS A SERIES [200  -  ] 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 [200  -  ] (the
“Series [200  -  ] 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
[          
    , 200  ] (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.


 


A-1-6





















 


ASSIGNMENT


 


Social Security or other identifying number of assignee


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature Guaranteed:

  	
   

  



 










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


 


A-1-7





















 


EXHIBIT A-2


FORM OF CLASS B
SERIES [200  -  ] FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


A-2-1





















 


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


 


A-2-2





















 


	
  REGISTERED

  	
   

  	
  $

  
	
  No. R-

  	
   

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL
CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]



CLASS B SERIES [200  -  ] 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
[              
20    ] 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
[            
20    ] 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.


 


A-2-3





















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER
  NOTE

  TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK (DELAWARE),

  not in its individual capacity but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:
                         ,

  	
   

  



 


A-2-4





















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS,

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-2-5





















 


GE CAPITAL
CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]



CLASS B SERIES [200  -  ] 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 [200  -  ] (the
“Series [200  -  ] 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
[          
    , 200  ] (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.


 


A-2-6





















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee                      .


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 










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


 


A-2-7





















 


EXHIBIT A-3


FORM OF CLASS C
SERIES [200  -  ] FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


A-3-1





















 


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


 


A-3-2





















 


	
  REGISTERED

  	
   

  	
  $

  
	
  No. R-

  	
   

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL
CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]


 


CLASS C
SERIES [200  -  ] 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
[              
20    ] 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
[            
20    ] 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 AND CLASS B
NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


 


A-3-3





















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER
  NOTE

  TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK (DELAWARE),

  not in its individual capacity but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:
                 ,

  	
   

  



 


A-3-4





















 


INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS,

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


A-3-5





















 


GE CAPITAL
CREDIT CARD

MASTER NOTE TRUST SERIES [200  - ]


 


CLASS C
SERIES [200  -  ] 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 [200  -  ] (the
“Series [200  -  ] 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
[          
    , 200  ] (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.


 


A-3-6





















 


ASSIGNMENT


 


Social Security or other identifying number of
assignee
                             


 


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


 


	
  Dated:   ,

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature Guaranteed:

  	
   

  



 










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


 


A-3-7





















 


EXHIBIT B


 


FORM OF
MONTHLY NOTEHOLDERS’ STATEMENT


 


Monthly Noteholder’s Statement


GE Capital
Credit Card Master Note Trust


 


Series 200   –   


Class A [LIBOR +]
[      ]%Notes


 


Class B [LIBOR +]
[      ]% Notes


 


Class C [LIBOR +]
[      ]% 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 [200  -  ]
Indenture Supplement (the “Indenture Supplement”), dated as of
[             ,
200  ], 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 [200  -  ]
Noteholders and the performance of the Trust during the previous month.  The information required to be prepared with
respect to the Payment Date of
[                     ,
2000  ], and with respect to the performance of the Trust during the
Monthly Period ended
[                     ,
2000  ] is set forth below. 
Capitalized terms used herein are defined in the Indenture and the
Indenture Supplement. The undersigned, an Authorized Officer of the Servicer,
does hereby certify as follows:


 


Monthly Period Beginning:


Monthly Period Ending:


Previous Payment Date:


Payment Date:


Days in Monthly Period:


Days in Interest Period:


LIBOR Reset Date


LIBOR Rate


 


I.                                         TRUST RECEIVABLES INFORMATION 


 


(a)                                  Number
of Obligors (Total Securitized)


 


(b)                                 Average
Obligor Balance (Total Securitized)


 


(c)                                  BOP
Principal Receivables


 


(d)                                 BOP
Finance Charge Receivables


 


(e)                                  BOP
Total Receivables


 


(f)                                    Increase
in Principal Receivables from Additional Accounts


 


(g)                                 Increase
in Principal Activity on Existing Securitized Accounts


 


(h)                                 Increase
in Finance Charge Receivables from Additional Accounts


 


B-1





















 


(i)                                     Increase
in Finance Charge Activity on Existing Securitized Accounts


 


(j)                                     Increase
in Total Receivables


 


(k)                                  Decrease
in Principal Receivables due to Account Removal


 


(l)                                     Decrease
in Principal Activity on Existing Securitized Accounts


 


(m)                               Decrease
in Finance Charge Receivables due to Account Removal


 


(n)                                 Decrease
in Finance Charge Activity on Existing Securitized Accounts


 


(o)                                 Decrease
in Total Receivables


 


(p)                                 EOP
Aggregate Principal Receivables


 


(q)                                 EOP
Finance Charge Receivables


 


(r)                                    EOP
Total Receivables


 


(s)                                  Excess
Funding Account Balance


 


(t)                                    Required
Principal Balance


 


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


 


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


 


II.                                     INVESTOR INFORMATION (TRUST LEVEL)


 


(a)                                  Note
Principal Balance (Sum of all Series)


 


(b)                                 Beginning
of Interest Period


 


(c)                                  Increase
in Note Principal Balance due to New Issuance


 


(d)                                 Decrease
in Note Principal Balance due to Principal Paid


 


(i)                                     End
of Interest Period


 


(e)                                  Excess
Collateral Amount (Sum of all Series)


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Additional
Enhancement Amount


 


(iii)                               Increase
in Excess Collateral Amount due to New Issuance


 


(iv)                              Reductions
in Required Excess Collateral Amount


 


(v)                                 Increase/Decrease
in Unreimbursed Investor Charge-Off


 


(vi)                              Increase/Decrease
in Unreimbursed Reallocated Principal Collections


 


(vii)                           End
of Interest Period


 


(f)                                    Collateral
Amount (Sum of all Series)


 


(i)                                     End
of Prior Monthly Period


 


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


 


(iii)                               Increase/Decrease
in Unreimbursed Investor Charge-Off


 


B-2





















 


(iv)                              Increase/Decrease
in Unreimbursed Reallocated Principal Collections


 


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


 


III.                                 TRUST PERFORMANCE DATA (MONTHLY PERIOD)


 


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


 


(i)                                     Current


 


(ii)                                  Prior
Monthly Period


 


(iii)                               Two
Months Prior Monthly Period


 


(iv)                              Three-Month
Average


 


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


 


(i)                                     Current


 


(ii)                                  Prior
Monthly Period


 


(iii)                               Two
Months Prior Monthly Period


 


(iv)                              Three-Month
Average


 


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


 


(i)                                     Current


 


(ii)                                  Prior
Monthly Period


 


(iii)                               Two
Months Prior Monthly Period


 


(iv)                              Three-Month
Average


 


(d)                                 Default
Amount for Defaulted Accounts


 


(e)                                  Collections


 


(i)                                     Total
Trust F/C Collections


 


(ii)                                  Total
Trust Principal Collections


 


(iii)                               Total
Trust Collections


 


	
   

  	
  (f)

  	
   

  	
  Delinquency Data

  	
   

  	
  Percentage

  	
   

  	
  Amount

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  15-29 Days
  Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  30-59 Days
  Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  60-89 Days
  Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  90-119 Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  120-149 Days
  Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  150 or Greater
  Days Delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-3





















 


IV.                                 SERIES PERFORMANCE DATA


 


(a)                                  Portfolio
Yield


 


(i)                                     Current


 


(ii)                                  Prior
Monthly Period


 


(iii)                               Two
Months Prior Monthly Period


 


(iv)                              Three-Month
Average


 


(b)                                 Base
Rate


 


(i)                                     Current


 


(ii)                                  Prior
Monthly Period


 


(iii)                               Two
Months Prior Monthly Period


 


(iv)                              Three-Month
Average


 


(c)                                  Excess
Spread Percentage


 


(i)                                     Current


 


(ii)                                  Prior
Monthly Period


 


(iii)                               Two
Months Prior Monthly Period


 


(iv)                              Quarterly
Excess Spread Percentage


 


V.                                     INVESTOR INFORMATION REGARDING DISTRIBUTIONS TO NOTEHOLDERS


 


(a)                                  The
total amount of the distribution to Class A Noteholders per
$[    ] 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 $[    ] 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 $[    ] Note
Initial Principal Balance.


 


(d)                                 The
total amount of the distribution to Class B Noteholders per
$[    ] 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 $[    ] 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 $[    ] Note
Initial Principal Balance.


 


(g)                                 The
total amount of the distribution to Class C Noteholders, per
$[    ] 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 $[    ] Note
Initial Principal Balance.


 


B-4





















 


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


 


VI.                                 INVESTOR INFORMATION


 


(a)                                  Class A
Note Initial Principal Balance


 


(b)                                 Class B
Note Initial Principal Balance


 


(c)                                  Class C
Note Initial Principal Balance


 


(d)                                 Initial
Excess Collateral Amount


 


(e)                                  Initial
Collateral Amount


 


(f)                                    Class A
Note Principal Balance


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Principal
Payment


 


(iii)                               End
of Interest Period


 


(g)                                 Class B
Note Principal Balance


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Principal
Payment


 


(iii)                               End
of Interest Period


 


(h)                                 Class C
Note Principal Balance


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Principal
Payment


 


(iii)                               End
of Interest Period


 


(i)                                     Excess
Collateral Amount


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Reduction
in Excess Collateral Amount


 


(iii)                               End
of Interest Period


 


(j)                                     Principal
Accumulation Account Balance


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Controlled
Deposit Amount


 


(iii)                               Withdrawal
for Principal Payment


 


(iv)                              End
of Interest Period


 


(k)                                  Collateral
Amount


 


(i)                                     Beginning
of Interest Period


 


(ii)                                  Increase/Decrease
in Unreimbursed Investor Charge-Offs


 


(iii)                               Increase/Decrease
in Reallocated Principal Collections


 


B-5





















 


(iv)                              Reduction
in Excess Collateral Amount


 


(v)                                 Principal
Payments


 


(vi)                              End
of Interest Period


 


(vii)                           Collateral
Amount as a Percentage of Note Trust Principal Balance


 


(viii)                        Amount
by which Note Principal Balance exceeds Collateral Amount


 


(l)                                     Required
Excess Collateral Amount


 


VII.                             INVESTOR CHARGE-OFFS AND REALLOCATED PRINCIPAL COLLECTIONS (SECTION REFERENCES
RELATED TO INDENTURE SUPPLEMENT)


 


(a)                                  Beginning
Unreimbursed Investor Charge-Offs


 


(b)                                 Current
Unreimbursed Investor Defaults


 


(c)                                  Current
Unreimbursed Investor Uncovered Dilution Amount


 


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


 


(e)                                  Ending
Unreimbursed Investor Charge-Offs


 


(f)                                    Beginning
Unreimbursed Reallocated Principal Collections


 


(g)                                 Current
Reallocated Principal Collections pursuant to Section 4.7


 


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


 


(i)                                     Ending
Unreimbursed Reallocated Principal Collections


 


VIII.                         INVESTOR PERCENTAGES - BOP BALANCE AND SERIES ACCOUNT INFORMATION


 


(a)                                  Allocation
Percentage Numerator - for Finance Charge Collections and Default Amounts 


 


(b)                                 Allocation
Percentage Numerator - for Principal Collections


 


(c)                                  Allocation
Percentage Denominator


 


(i)                                     Aggregate
Principal Receivables Balance


 


(ii)                                  Number
of Days at Balance


 


(iii)                               Average
Principal Balance


 


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


 


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


 


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


 


B-6





















 


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


 


(h)                                 Series Allocation
Percentage (a. / d.)


 


IX.                                COLLECTIONS AND ALLOCATIONS TRUST SERIES


 


(a)                                  Finance
Charge Collections


 


(b)                                 Recoveries


 


(c)                                  Principal
Collections


 


(d)                                 Default
Amount


 


(e)                                  Dilution


 


(f)                                    Investor
Uncovered Dilution Amount


 


(g)                                 Available
Finance Charge Collections


 


(i)                                     Investor
Finance Charge Collections


 


(ii)                                  Excess
Finance Charge Collections allocable to Series 2005 - 1


 


(iii)                               Principal
Accumulation Account Investment Proceeds


 


(iv)                              Investment
earnings in the Reserve Account


 


(v)                                 Reserve
Account Draw Amount


 


(vi)                              [Net
Swap Receipts]


 


(vii)                           Recoveries


 


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


 


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


 


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


 


X.                                    APPLICATION OF AVAILABLE FUNDS PURSUANT TO SECTION 4.4(A) OF
THE INDENTURE SUPPLEMENT


 


(a)                                  Available
Finance Charge Collections


 


(i)                                     On
a pari passu basis:


 


a.                                       Payment
to the Indenture Trustee, to a maximum of $[    ]


 


b.                                      Payment
to the Trustee, to a maximum of $[    ]


 


c.                                       Payment
to the Administrator, to a maximum of $V


 


(ii)                                  To
the Servicer:


 


a.                                       Noteholder
Servicing Fee


 


b.                                      Noteholder
Servicing Fee previously due but not paid


 


c.                                       Total
Noteholder Servicing Fee


 


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(iii)                               On
a pari passu basis:


 


a.                                       Class A
Monthly Interest


 


b.                                      Class A
Deficiency Amount


 


c.                                       Class A
Additional Interest


 


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


 


e.                                       [Class A
Net Swap Payments]


 


f.                                         [Class A
Net Swap Payments not paid on a prior Payment Date]


 


(iv)                              On
a pari passu basis:


 


a.                                       Class B
Monthly Interest


 


b.                                      Class B
Deficiency Amount


 


c.                                       Class B
Additional Interest


 


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


 


e.                                       [Class B
Net Swap Payments]


 


f.                                         [Class B
Net Swap Payments not paid on a prior Payment Date]


 


(v)                                 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 a prior Payment Date


 


e.                                       [Class C
Net Swap Payments]


 


f.                                         [Class C
Net Swap Payments not paid on a prior Payment Date]


 


(vi)                              To
be treated as Available Principal Collections


 


a.                                       Aggregate
Investor Default Amount


 


b.                                      Aggregate
Investor Uncovered Dilution Amount


 


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


 


a.                                       Investor
Charge-offs


 


b.                                      Reallocated
Principal Collections


 


(viii)                        Excess
of Required Reserve Account Amount Over Available Reserve Account Amount


 


(ix)                                Amounts
required to be deposited to the Spread Account


 


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(x)                                   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]


 


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


 


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


 


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


 


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


 


XI.                                EXCESS FINANCE CHARGE COLLECTIONS (GROUP ONE)


 


(a)                                  Total
Excess Finance Charge Collections in Group One


 


(b)                                 Finance
Charge Shortfall for [Series 200  -   ]


 


(c)                                  Finance
Charge Shortfall for all Series in Group One


 


(d)                                 Excess
Finance Charges Collections Allocated to Series [200  -  ]


 


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)


 


B-9





















 


(f)                                    Plus:
During an Early Amortization Period, the amount of Available Finance Charge
Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xix)


 


(g)                                 Available
Principal Collections (Deposited to Principal Account)


 


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


 


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


 


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


 


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


 


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


 


a.                                       Principal
paid to Class A Noteholders


 


b.                                      Principal
paid to Class B Noteholders


 


c.                                       Principal
paid to Class C Noteholders


 


(vi)                              Total
Principal Collections Available to Share (Inclusive of Series 2005 - 1)


 


(vii)                           Series Principal
Shortfall


 


(viii)                        Shared
Principal Collections allocated to this Series from other Series


 


XIII.                        SERIES 2005 - 1 ACCUMULATION


 


(a)                                  Controlled
Accumulation Period Length in months (scheduled)


 


(b)                                 Controlled
Accumulation Amount


 


(c)                                  Controlled
Deposit Amount


 


(d)                                 Accumulation
Shortfall


 


XIV.                        SPREAD ACCOUNT FUNDING (SECTION REFERENCES RELATE TO INDENTURE
SUPPLEMENT)


 


(a)                                  Spread
Account Percentage


 


(b)                                 Required
Spread Account Amount 


 


(c)                                  Beginning
Available Spread Account Amount


 


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


 


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


 


(f)                                    Withdrawal
pursuant to 4.11 (c) - Early Amortization Event


 


(g)                                 Withdrawal
pursuant to 4.11 (d) - Event of Default


 


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


 


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


 


(j)                                     Ending
Available Spread Account Amount


 


XV.                            SERIES EARLY AMORTIZATION EVENTS


 


(a)                                  Failure
to convey Transferred Receivables in the event:


 


(i)                                     The
Free Equity Amount is less than the Minimum Free Equity Amount; or


 


(ii)                                  The
Note Trust Principal Balance is less than the Required Principal Balance


 


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


 


(c)                                  The
Note Principal Balance is outstanding beyond the Expected Principal Payment
Date


 


IN WITNESS WHEREOF, the
undersigned has duly executed this Monthly Noteholder’s Statement as of the
        day of
                      
200  .


 


	
   

  	
  GE MONEY BANK, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-11





















 


[SCHEDULE I]


 


[PERFECTION
REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO NET SWAP RECEIPTS)]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


I-1





















 


are requested by the Indenture Trustee) to maintain and perfect, as a
first priority interest, the Indenture Trustee’s security interest in the Net
Swap Receipts.]


 


I-2





















 


SCHEDULE II


 


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO RECEIVABLES)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


II-1