Exhibit 4.1


 


EXECUTION COPY


 


GE CAPITAL CREDIT
CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK
TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


Series 2009-1
INDENTURE SUPPLEMENT


 


Dated as of May 12, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  1

  
	
  SECTION 1.2.

  	
  Incorporation of Terms

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CREATION OF THE SERIES 2009-1
  NOTES

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
  14

  
	
  SECTION 2.2.

  	
  Transfer Restrictions

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS, WARRANTIES AND
  COVENANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations, Warranties and Covenants
  with respect to Receivables

  	
  17

  
	
  SECTION 3.2.

  	
  Representations, Warranties and Covenants
  with respect to ERISA

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RIGHTS OF SERIES 2009-1
  NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Determination of Interest and Principal

  	
  17

  
	
  SECTION 4.2.

  	
  Establishment of Accounts

  	
  19

  
	
  SECTION 4.3.

  	
  Calculations and Series Allocations

  	
  19

  
	
  SECTION 4.4.

  	
  Application of Available Finance Charge Collections
  and Available Principal Collections

  	
  22

  
	
  SECTION 4.5.

  	
  Distributions

  	
  25

  
	
  SECTION 4.6.

  	
  Investor Charge-Offs

  	
  26

  
	
  SECTION 4.7.

  	
  Reallocated Principal Collections

  	
  26

  
	
  SECTION 4.8.

  	
  Excess Finance Charge Collections

  	
  26

  
	
  SECTION 4.9.

  	
  Shared Principal Collections

  	
  26

  
	
  SECTION 4.10.

  	
  Reserve Account

  	
  27

  
	
  SECTION 4.11.

  	
  Spread Account

  	
  28

  
	
  SECTION 4.12.

  	
  Investment of Accounts

  	
  29

  
	
  SECTION 4.13.

  	
  Controlled Accumulation Period

  	
  29

  
	
  SECTION 4.14.

  	
  Determination of LIBOR

  	
  30

  
	
  SECTION 4.15.

  	
  Deposit of Collections

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DELIVERY OF SERIES 2009-1 NOTES;
  REPORTS TO SERIES 2009-1 NOTEHOLDERS

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery and Payment for the Series 2009-1
  Notes

  	
  31

  
				



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Reports and Statements to Series 2009-1
  Noteholders

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  SERIES 2009-1 EARLY AMORTIZATION
  EVENTS

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 2009-1 Early Amortization Events

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  REDEMPTION OF SERIES 2009-1
  NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional Redemption of Series 2009-1 Notes;
  Final Distributions

  	
  33

  
	
  SECTION 7.2.

  	
  Series Termination

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS PROVISIONS

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification of Indenture; Amendments

  	
  34

  
	
  SECTION 8.2.

  	
  Form of Delivery of the Series 2009-1
  Notes

  	
  34

  
	
  SECTION 8.3.

  	
  Counterparts

  	
  34

  
	
  SECTION 8.4.

  	
  GOVERNING LAW

  	
  34

  
	
  SECTION 8.5.

  	
  Limitation of Liability

  	
  36

  
	
  SECTION 8.6.

  	
  Rights of the Indenture Trustee

  	
  36

  
	
  SECTION 8.7.

  	
  Notice Address for Rating Agencies

  	
  36

  
	
  SECTION 8.8.

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

  	
  37

  
	
  SECTION 8.9.

  	
  Notes to be Treated as Debt for Tax

  	
  37

  
	
  SECTION 8.10.

  	
  Deemed Consent

  	
  37

  
				



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A-1

  	
  FORM OF CLASS A NOTE

  
	
   

  	
   

  
	
  EXHIBIT A-2

  	
  FORM OF CLASS B NOTE

  
	
   

  	
   

  
	
  EXHIBIT A-3

  	
  FORM OF CLASS C NOTE

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  FORM OF MONTHLY NOTEHOLDER’S STATEMENT

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  SCHEDULE I

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

  



 


ii

















 


SERIES 2009-1 INDENTURE SUPPLEMENT, dated as of May 12,
2009 (the “Indenture Supplement”),
between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, not in its individual capacity, but
solely as indenture trustee (herein, together with its successors in the trusts
thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture,
dated as of September 25, 2003 (the “Indenture”),
between the Issuer and the Indenture Trustee, as amended by the Omnibus
Amendment No.1 to Securitization Documents, dated as of February 9, 2004,
among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust
Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and
the Indenture Trustee, as further amended by the Second Amendment to Master
Indenture, dated as of June 17, 2004 between the Issuer and the Indenture
Trustee, as further amended by the Third Amendment to Master Indenture, dated
as of August 31, 2006 between the Issuer and the Indenture Trustee, as
further amended by the Fourth Amendment to Master Indenture, dated as of June 28,
2007 between the Issuer and the Indenture Trustee, and as further amended by
the Fifth Amendment to Master Indenture, dated as of May 22, 2008, 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 2009-1 and to no other
Series.  Whenever used in this Indenture
Supplement, the following words and phrases shall have the following meanings:


 


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


 


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


 


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


 


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


 

















 


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


 


“Agreement” is
defined in the preamble.


 


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


 


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


 


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


 


(ii)  for Principal
Collections during the Early Amortization Period and the Controlled
Accumulation Period, the Collateral Amount at the end of the last day of the
Revolving Period; provided that 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 2009-1 Excess Finance Charge Collections for
such Monthly Period, (c) Principal Accumulation Investment Proceeds, if
any, with respect to the related Transfer Date, (d) interest and earnings 


 


2

















 


on funds on deposit in
the Reserve Account which will be deposited into the Finance Charge Account on
the related Payment Date to be treated as Available Finance Charge Collections
pursuant to Section 4.10(a), and (e) amounts,
if any, to be withdrawn from the Reserve Account which will be deposited into
the Finance Charge Account on the related Transfer Date to be treated as
Available Finance Charge Collections pursuant to Section 4.10(c).


 


“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 2009-1
for application as Shared Principal Collections), (ii) the aggregate
amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi),  (vii) and (x),
and (iii) during an Early Amortization Event, the amount of
Available Finance Charge Collections used to pay principal on the Notes
pursuant to Section 4.4(a)(xiii)
for the related Payment Date.


 


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


 


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


 


“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 amount required to be paid pursuant to Section 4.4(a)(i) and
(c) the Noteholder Servicing Fee, each with respect to the related Payment
Date, and the denominator of which is the Collateral Amount plus amounts on
deposit in the Principal Accumulation Account, each as of the close of business
on the last day of such Monthly Period.


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A Note
Interest Rate” means a per annum rate of 2.10% 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 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 B Additional
Interest” is defined in Section 4.1(b).


 


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


 


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


 


“Class B Note
Initial Principal Balance” means $168,384,879.


 


“Class B Note
Interest Rate” means 8.00% per annum.


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Class C Note
Initial Principal Balance” means $109,965,636.


 


“Class C Note
Interest Rate” means 9.50% per annum.


 


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


 


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


 


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


 


“Class C Required
Amount” means 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).


 


“Closing Date”
means May 12, 2009.


 


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


 


“Collateral Amount”
means, as of any date of determination, an amount equal to the excess of (a) the
Initial Collateral Amount, over (b) the
sum of (i) the amount of principal previously paid to the Series 2009-1
Noteholders (other than any principal payments made from funds on deposit in
the Spread Account), (ii) reductions in the Excess Collateral Amount due
to reductions in the Required Excess Collateral Amount, (iii) the
Principal Accumulation Account Balance, and (iv) the excess, if any, of the
aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts
pursuant to Section 4.4(a)(vii) prior
to such date.


 


5

















 


“Controlled Accumulation
Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, $127,835,052 provided,
however, that if the Controlled
Accumulation Period Length is determined to be less than or more than ten
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 May 22,
2011 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.


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


“Early Amortization
Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2009-1 Early Amortization Event is
deemed to occur and ending on the Final Payment Date.


 


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


 


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


 


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


 


“Expected Principal
Payment Date” means the April 2012 Payment Date.


 


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


 


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


 


“Finance Charge Shortfall”
is defined in Section 4.8.


 


7
















 


“Group One”
means Series 2009-1 and each other outstanding Series previously or
hereafter specified in the related Indenture Supplement to be included in Group
One.


 


“Indenture” is
defined in the preamble.


 


“Indenture Trustee”
is defined in the preamble.


 


“Initial Collateral
Amount” means $1,374,570,447, 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 $96,219,932.


 


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


 


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


 


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


 


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


 


“Investor Finance Charge Collections”
means, for any Monthly Period, an amount equal to the aggregate amount of
Finance Charge Collections retained or deposited in the Finance Charge Account
for Series 2009-1 pursuant to Section 4.3(b)(i) for
such Monthly Period.


 


“Investor Principal
Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the
Principal Account for Series 2009-1 pursuant to Section 4.3(b)(ii) for
such Monthly Period.


 


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


 


“Issuer” is
defined in the preamble.


 


8

















 


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


 


“LIBOR Determination Date”
means (i) May 8, 2009 for the period from and including the Closing
Date through and including June 14, 2009 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 2009-1, 4%; provided
that, at any time that GE Capital’s long-term unsecured debt is rated Aa2 or
lower by Moody’s or AA or lower by S&P, the Minimum Free Equity Percentage
shall be 7.0%.


 


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


 


“Monthly Period”
means, as to the June 2009 Payment Date, the period beginning on the
Closing Date and ending on May 21, 2009, and as to each Payment Date
thereafter, the period beginning on the 22nd day of the second preceding calendar month and
ending on the 21st day of the immediately preceding calendar
month.


 


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


 


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


 


(a)           the lesser of (i) the Class A Required Amount
and (ii) 27.25% of the Initial Collateral Amount minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs
for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Payment Date) and (y) any reductions to
the Collateral Amount on account of reductions to the Required Excess
Collateral Amount, but not less than zero;


 


(b)           the lesser of (i) the Class B Required Amount
and (ii) 15% of the Initial Collateral Amount minus
the sum of (x) the amount of unreimbursed Investor Charge-Offs (after
giving effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous Payment Date
and as required in clause (a) above)
and (y) any reductions to the Collateral Amount on account of reductions
to the Required Excess Collateral Amount, but not less than zero; and


 


(c)           the lesser of (i) the Class C Required Amount
and (ii) 7% of the Initial Collateral Amount minus
the sum of (x) the amount of unreimbursed Investor Charge-Offs after
giving effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous Payment Date
and as required in clauses (a) and
(b) above) and
(y) any reduction to the Collateral Amount on account of reductions to the
Required Excess Collateral Amount, but not less than zero.


 


9

















 


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


 


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


 


“Payment Date”
means June 15, 2009 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 July 2009
Payment Date, the Excess Spread Percentage for the Monthly Period relating to
such Payment Date, (b) with respect to the August 2009 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 July 2009
Payment Date and (ii) the Excess Spread Percentage for the Monthly Period
relating to the August 2009 Payment Date and the denominator of which is
two, and (c) with respect to the September 2009 Payment Date and each
Payment Date thereafter, the percentage equivalent of a fraction the numerator
of which is the sum of the Excess Spread 


 


10

















 


Percentages determined
with respect to the Monthly Periods relating to such Payment Date and the
immediately preceding two Payment Dates and the denominator of which is three.


 


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


 


“Rating Agency Condition” means, with respect to Series 2009-1 and any
action, (i) that Moody’s and S&P shall have notified the Issuer in
writing that such action will not result in a reduction or withdrawal of the
rating, if any, of any outstanding Class with respect to which Moody’s
and/or S&P, as applicable, is a Rating Agency or (ii) with respect to
any outstanding Class with respect to which Fitch is a Rating Agency, 10
days’ prior written notice (or, if 10 days’ advance notice is impracticable, as
much advance notice as is practicable) to Fitch delivered electronically to
notifications.abs@fitchratings.com.


 


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


 


“Reassignment Amount” means, with respect to Series 2009-1,
the Redemption Amount.


 


“Redemption Amount”
means, for any Transfer Date, after giving effect to any deposits and payments
otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, (ii) Monthly Interest for
the related Payment Date and any Monthly Interest previously due but not
distributed to the Series 2009-1 Noteholders and (iii) the amount of
Additional Interest, if any, for the related Payment Date and any Additional
Interest previously due but not distributed to the Series 2009-1
Noteholders on a prior Payment Date.


 


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


 


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


 


“Required Excess Collateral Amount” means, at
any time, 7.00% of the Collateral Amount; provided that:


 


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


 


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


 


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


 


“Required Reserve Account
Amount” means, for any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance
or 


 


11

















 


(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 2009-1.


 


“Required Spread Account
Amount” means, for the June 2009 Payment Date, zero, and for
any Payment Date thereafter, the product of (i) the Spread Account
Percentage in effect on such date and (ii) during (x) the Revolving
Period, the Collateral Amount, and (y) during the Controlled Accumulation
Period or the Early Amortization Period, the Collateral Amount as of the last
day of the Revolving Period; provided that, prior to the occurrence of
an Event of Default and acceleration of the Series 2009-1 Notes the
Required Spread Account Amount will never exceed the Class C Note
Principal Balance (after taking into account any payments to be made on such
Payment Date).


 


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


 


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


 


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


 


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


 


12

















 


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


 


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


 


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


 


“Series Maturity
Date” means, with respect to Series 2009-1, the April 2015
Payment Date.


 


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


 


“Series 2009-1”
means the Series of Notes the terms of which are specified in this
Indenture Supplement.


 


“Series 2009-1 Early
Amortization Event” is defined in Section 6.1.


 


“Series 2009-1
Excess Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series 2009-1 pursuant to
Section 8.6 of the Indenture.


 


“Series 2009-1 Note”
means a Class A Note, a Class B Note or a Class C Note.


 


“Series 2009-1
Noteholder” means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.


 


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


 


“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.


 


13

















 


“Spread Account
Percentage” means, (i) 0% if the Quarterly Excess Spread
Percentage on such Payment Date is greater than or equal to 5.00%, (ii) 2.00%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
5.00% and greater than or equal to 4.50%, (iii) 2.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 4.50% and greater
than or equal 4.00%, (iv) 3.50% if the Quarterly Excess Spread Percentage
on such Payment Date is less than 4.00% and greater than or equal to 3.50%, (v) 4.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
3.50% and greater than or equal to 3.00%, (vi) 5.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 3.00% and greater
than or equal to 2.50%, (vii) 6.50% if the Quarterly Excess Spread
Percentage on such Payment Date is less than 2.50% and greater than or equal to
1.50%, (viii) 7.50% if the Quarterly Excess Spread Percentage on such
Payment Date is less than 1.50% and greater than or equal to 0.50% and (ix) 8.50%
if the Quarterly Excess Spread Percentage on such Payment Date is less than
0.50%.


 


“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 2009-1.


 


ARTICLE II

CREATION OF THE SERIES 2009-1 NOTES


 


SECTION 2.1.  Designation.


 


(a)           There
is hereby created and designated a Series of Notes to be issued pursuant
to the Indenture and this Indenture Supplement to be known as “GE Capital Credit Card Master Note Trust, Series 2009-1”
or the “Series 2009-1 Notes.”  The Series 2009-1 Notes shall be issued
in three Classes, known as the “Class A Series 2009-1
Floating Rate Asset Backed Notes,” the “Class B
Series 2009-1 8.00% Asset Backed Notes,” and the “Class C Series 2009-1 9.50% Asset Backed Notes.”


 


(b)           Series 2009-1
shall be included in Group One and shall be a Principal Sharing Series.  Series 2009-1 shall be an Excess
Allocation Series with respect to Group One only.  Series 2009-1 shall not be subordinated
to any other Series.


 


(c)           The
Class A Notes shall be issued in minimum denominations of $100,000 and in
integral multiples of $1,000 and the Class B Notes and the Class C
Notes shall be issued in minimum denominations of $100,000 and in integral
multiples of $1.


 


14

















 


SECTION 2.2.  Transfer Restrictions.


 


(a)           Neither the Class B
Notes nor the Class C Notes have been registered under the Securities Act
or any state securities law.  None of the
Issuer, the Note Registrar or the Indenture Trustee is obligated to register
the Class B Notes or the Class C Notes under the Securities Act or
any other securities or “blue sky” laws or to take any other action not
otherwise required under this Indenture Supplement or the Trust Agreement to
permit the transfer of any Class B Note or Class C Note without
registration.


 


(b)           Until
such time as any such Class of Notes has been registered under the
Securities Act and any applicable state securities law, the Class B Notes
and the Class C Notes may not be sold, transferred, assigned,
participated, pledged or otherwise disposed of (any such act, a “Class B
Note Transfer” and a “Class C Note Transfer,” respectively) to any Person
except in accordance with the provisions of this Section 2.2, and
any attempted Class B Note Transfer or Class C Note Transfer in
violation of this Section 2.2 will be null and void.


 


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


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS
NOTE:


 


(1)          AGREES FOR THE BENEFIT
OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED,
ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND


 


(2)          AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


15

















 


(d)           By
acceptance of any Class B Note or Class C Note, the Class B
Noteholder and the Class C Noteholder, respectively, specifically agrees
with and represents to the Transferor, the Issuer and the Note Registrar, that
no Class B Note Transfer or Class C Note Transfer, as applicable,
will be made unless (i) the registration requirements of the Securities
Act and any applicable state securities laws have been complied with, (ii) such
Class B Note Transfer or Class C Note Transfer, as applicable, is to
the Transferor or its Affiliates, or (iii) such Class B Note Transfer
or Class C Note Transfer, as applicable, is exempt from the registration
requirements under the Securities Act because such Class B Note Transfer
or Class C Note Transfer, as applicable, is in compliance with Rule 144A
under the Securities Act, to a transferee who the transferor reasonably
believes is a “Qualified Institutional Buyer” (as defined in the Securities
Act) that is purchasing for its own account or for the account of a Qualified
Institutional Buyer and to whom notice is given that such Class B Note
Transfer or Class C Note Transfer, as applicable, is being made in
reliance upon Rule 144A under the Securities Act.


 


(e)           The
Transferor will make available to the prospective transferor and transferee of
a Class B Note or Class C Note information requested to satisfy the
requirements of paragraph (d)(4) of Rule 144A.


 


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


 


THE HOLDER OF
THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH
HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT
ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING
ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF
ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN
ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


16
















 


ARTICLE
III

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


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


 


SECTION 3.2.  Representations,
Warranties and Covenants with respect to ERISA.  By acquiring a Series 2009-1 Note, each
purchaser and transferee shall be deemed to represent and warrant that either (i) it
is not (and for so long as it holds such Series 2009-1 Note will not be),
is not acting on behalf of (and for so long as it holds such Series 2009-1
Note) will not be acting on behalf of), and is not investing the assets of a
Benefit Plan or (ii) its acquisition, continued holding and disposition of
such Series 2009-1 Note will not result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code or a violation of any
Similar Law.


 


ARTICLE IV

RIGHTS OF SERIES 2009-1 NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS


 


SECTION 4.1.  Determination
of Interest and Principal.


 


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


 


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


 


(b)           The
amount of monthly interest (“Class B Monthly
Interest”) due and payable with respect to the Class B Notes on
any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30 and the denominator of which is 360, (ii) the
Class B Note Interest Rate and (iii) the Class B Note Principal
Balance as of the close of business on 


 


17

















 


the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class B Note Initial Principal Balance); provided
that the Class B Monthly Interest for the June 2009 Payment Date
shall equal $1,234,822.45.


 


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


 


(c)           The
amount of monthly interest (“Class C Monthly
Interest”) due and payable with respect to the Class C Notes on
any Payment Date shall be an amount equal to the product of (i) a
fraction, the numerator of which is 30 and the denominator of which is 360, (ii) the
Class C Interest Rate and (iii) the Class C Note Principal
Balance as of the close of business on the last day of the preceding Monthly
Period (or, with respect to the initial Payment Date, the Class C Note
Initial Principal Balance); provided that the Class C Monthly
Interest for the June 2009 Payment Date shall equal $957,617.41.


 


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


 


(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 


 


18

















 


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


 


SECTION 4.2.  Establishment
of Accounts.


 


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


 


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


 


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


 


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


 


SECTION 4.3.  Calculations
and Series Allocations.


 


(a)           Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 2009-1
pursuant to Article VIII of the
Indenture shall be allocated and distributed as set forth in this Article.  Notwithstanding anything to the contrary in Section 4.3(b),
during any period when the Issuer is permitted by Section 8.4
of the Indenture to make a single monthly deposit to the Collection Account,
amounts allocated to the Noteholders pursuant to Section 4.3(b) with
respect to any Monthly Period need not be deposited into the Collection Account
or any Series Account prior to the related Payment Date, and, when so 


 


19

















 


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 2009-1
pursuant to Section 8.5 of the
Indenture)).


 


(b)           Allocations
to the Series 2009-1 Noteholders. 
The Issuer shall on each Date of Processing, allocate to the Series 2009-1
Noteholders the following amounts as set forth below:


 


(i)            Allocations
of Finance Charge Collections. 
The Issuer shall allocate to the Series 2009-1 Noteholders an
amount equal to the product of (A) the Allocation Percentage and (B) the
aggregate Finance Charge Collections processed on such Date of Processing and,
subject to Section 4.15, shall deposit such amount into the Finance
Charge Account; provided that, with
respect to each Monthly Period falling in the Revolving Period (and with
respect to that portion of each Monthly Period in the Controlled Accumulation
Period falling on or after the day on which Collections of Principal Receivables
equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and
deposited pursuant to Section 4.3(a)),
Collections of Finance Charge Receivables shall be transferred into the Finance
Charge Account only until such time as the aggregate amount so deposited equals
the sum (the “Target Amount”) of (A) the
fees payable to the Indenture Trustee, the Trustee and the Administrator on the
related Payment Date, (B) the Monthly Interest on the related Payment
Date, (C) if the Originator is not the Servicer, the Noteholder Servicing
Fee (and if the Originator is the Servicer, then the Issuer covenants to pay
directly to the Servicer as payment of the Noteholder Servicing Fee amounts
that otherwise would have been transferred into the Finance Charge Account
pursuant to this clause (C)),
and (D) any amount required to be deposited in the Reserve Account and the
Spread Account on the related Transfer Date; provided
further, that, notwithstanding the
preceding proviso, if on any Business Day the Issuer determines that the Target
Amount for a Monthly Period exceeds the Target Amount for that Monthly Period
as previously calculated by Issuer, then (x) Issuer shall (on the same
Business Day) inform Transferor of such determination, and (y) within two
Business Days thereafter cause Transferor to deposit into the Finance Charge
Account funds in an amount equal to the amount of Collections of Finance Charge
Receivables allocated to the Noteholders for that Monthly Period but not
deposited into the Finance Charge Account due to the operation of the preceding
proviso (but not in excess of the amount required so that the aggregate amount
deposited for the subject Monthly Period equals the Target Amount);  and provided,
further, 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 


 


20

















 


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 2009-1 Noteholders the following
amounts as set forth below:


 


(x)            Allocations
During the Revolving Period.


 


(1)           During the Revolving
Period an amount equal to the product of the Allocation Percentage and the
aggregate amount of Principal Collections processed on such Date of Processing,
shall be allocated to the Series 2009-1 Noteholders and first, if any
other Principal Sharing Series is outstanding and in its accumulation period
or amortization period, retained in the Principal Account for application, to
the extent necessary, as Shared Principal Collections to other Principal
Sharing Series on the related Payment Date, second deposited in the Excess
Funding Account to the extent necessary so that the Free Equity Amount is not
less than the Minimum Free Equity Amount and third paid to the holders of the
Transferor Interest.


 


(2)           With respect to each
Monthly Period falling in the Revolving Period, to the extent that Collections
of Principal Receivables allocated to the Series 2009-1 Noteholders
pursuant to this Section 4.3(b)(ii) are
paid to Transferor, the Issuer shall cause Transferor to make an amount equal
to the Reallocated Principal Collections for the related Transfer Date available
on that Transfer Date for application in accordance with Section  4.7.


 


(y)           Allocations During the
Controlled Accumulation Period. 
During the Controlled Accumulation Period an amount equal to the product
of  the Allocation Percentage and the aggregate
amount of Principal Collections processed on such Date of Processing (the
product for any such date is hereinafter referred to as a “Percentage Allocation”) shall be allocated to
the Series 2009-1 Noteholders and transferred to the Principal Account
until applied as provided herein; provided, however,
that if the sum of such Percentage Allocation and all preceding Percentage
Allocations with respect to the same Monthly Period exceeds the Controlled
Deposit Amount during the Controlled Accumulation Period for the related 


 


21

















 


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 2009-1 Noteholders and transferred to the Principal Account
until applied as provided herein; provided,
however, that after the date on which
an amount of such Principal Collections equal to the Note Principal Balance has
been deposited into the Principal Account such amount shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation
period or amortization period, retained in the Principal Account for
application, to the extent necessary, as Shared Principal Collections to other
Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount and third paid to the
holders of the Transferor Interest.


 


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


 


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


 


(i)            to pay, on a pari passu basis, the
following amounts, to the extent allocated to Series 2009-1 pursuant to Section 8.4(d) of
the Indenture: (A) the payment to the Indenture Trustee of the accrued and
unpaid fees and other amounts owed to the Indenture Trustee up to a maximum
amount of $25,000 for each calendar year, (B) the payment to the Trustee
of the accrued and unpaid fees and other amounts owed to the Trustee up to a
maximum amount of $25,000 for each calendar year and (C) the payment to
the Administrator of the accrued and unpaid fees and other amounts owed to the
Administrator up to a maximum amount of $25,000 for each calendar year;


 


22

















 


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


 


(iii)          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;


 


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


 


(v)           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;


 


(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;


 


23

















 


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


 


(xi)           [Reserved];


 


(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 2009-1 pursuant to Section 8.4(d) of the
Indenture and that have not been paid pursuant to clause (i) above
shall be paid to such Persons; and


 


(xiii)         the balance, if any, will constitute a
portion of Excess Finance Charge Collections for such Payment Date and will be
applied in accordance with Section 8.6 of the Indenture; provided
that during an Early Amortization Period, if any such Excess Finance Charge
Collections would be paid to the Transferor in accordance with Section 8.6
of the Indenture, the portion of such Excess Finance Charge Collections that
would otherwise be payable to the Transferor, first shall be used to pay
Monthly Principal pursuant to Section 4.4(c) to the extent not
paid in full from Available Principal 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 2009-1 pursuant to Section 8.4(d) of
the Indenture and that have not been paid pursuant to clauses (i) and
(xii) above, and, third, any amounts remaining after payment in
full of the Monthly Principal and amounts owed to such Persons listed in clause
(i) above shall be paid to the Issuer.


 


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


 


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


 


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


 


(ii)           during the Early Amortization Period,
an amount equal to the Monthly Principal for each Transfer Date shall be
deposited into the Distribution Account on the related Payment Date and on such
Payment Date shall be paid, first to the Class A 


 


24

















 


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.


 


SECTION 4.5.  Distributions.


 


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


 


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


 


(c)           On
each Payment Date, the Issuer shall pay to each Class C Noteholder of
record on the related Record Date such Class C Noteholder’s pro  rata
share of the amounts on deposit in the Distribution Account (including amounts
withdrawn from the Spread Account (at the times 


 


25

















 


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 2009-1 Noteholder (at such Noteholder’s address as it appears
in the Note Register), except that for any Series 2009-1 Notes registered
in the name of the nominee of a Clearing Agency, such payment shall be made by
wire transfer of immediately available funds and (ii) except as provided
in Section 2.7(b) of the Indenture, without presentation or
surrender of any Series 2009-1 Note or the making of any notation thereon.


 


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


 


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


 


SECTION 4.8.  Excess
Finance Charge Collections.  Series 2009-1
shall be an Excess Allocation Series with respect to Group One only.  Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One for any Transfer Date will be allocated to Series 2009-1
in an amount equal to the product of (x) the aggregate amount of Excess
Finance Charge Collections with respect to all the Excess Allocation Series in
Group One for such Payment Date and (y) a fraction, the numerator of which
is the Finance Charge Shortfall for Series 2009-1 for such Payment Date
and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all the Excess Allocation Series in Group One for such
Payment Date.  The “Finance Charge Shortfall” for Series 2009-1
for any Payment Date will be equal to the excess, if any, of (a) the full
amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (xii) on such Payment Date over (b) the Available Finance Charge
Collections with respect to such Payment Date (excluding any portion thereof
attributable to Excess Finance Charge Collections).


 


SECTION 4.9.  Shared
Principal Collections.  Subject to Section 8.5 of the Indenture, Shared
Principal Collections allocable to Series 2009-1 on any Transfer Date will
be equal to the product of (x) the aggregate amount of Shared Principal
Collections with respect to all Principal Sharing Series for such Transfer
Date and (y) a fraction, the numerator of which is the Principal Shortfall
for Series 2009-1 for such Transfer Date and the denominator of which is
the aggregate amount of Principal Shortfalls for all the Series which are
Principal Sharing Series for such 


 


26

















 


Transfer
Date.  The “Principal
Shortfall” for Series 2009-1 will be equal to (a) for any
Transfer Date with respect to the Revolving Period or any Transfer Date during
the Early Amortization Period prior to the Transfer Date relating to the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, zero, (b) for
any Transfer Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount with respect to such Transfer
Date over the amount of Available
Principal Collections for such Transfer Date (excluding any portion thereof
attributable to Shared Principal Collections or amounts available to be treated
as Available Principal Collections pursuant to clause (xiii) of Section 4.4(a))
and (c) for any Transfer Date relating to any Payment Date on or after the
earlier of (i) the Expected Principal Payment Date and (ii) the date
on which all outstanding Series are in early amortization periods, the
Note Principal Balance.


 


SECTION 4.10.  Reserve
Account.


 


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


 


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


 


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


 


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


 


(e)           Upon
the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the
first Transfer Date relating to the Early Amortization Period and (iii) the
Expected Principal Payment Date, the Issuer, after the prior payment of all
amounts owing to the Series 2009-1 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 


 


27

















 


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 2009-1
that has resulted in the acceleration of the Series 2009-1 Notes, the
Issuer shall withdraw from the Spread Account the Available Spread Account
Amount and deposit such amount in the Distribution Account for payment to the Series 2009-1
Notes in the following order of priority until all amounts owed to such
Noteholders have been paid in full: (i) the Class C Noteholders, (ii) the
Class A Noteholders and (iii) the Class B Noteholders.


 


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


 


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


 


28
















 


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 2009-1
Notes has been accelerated as a result of an Event of Default, all Investment
Earnings shall be added to the balance on deposit in the Spread Account and treated
like the rest of the Available Spread Account Amount.


 


SECTION 4.13.  Controlled
Accumulation Period.  The Controlled
Accumulation Period is scheduled to commence at the beginning of business on May 22,
2011; provided that if the Controlled
Accumulation Period Length (determined as described below) on any Determination
Date is less than or more than the number of months in the scheduled Controlled
Accumulation Period, upon written notice to the Indenture Trustee, with a copy
to each Rating Agency, the Issuer shall either postpone or accelerate, as
applicable, the date on which the Controlled Accumulation Period actually
commences, so that, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will equal the Controlled Accumulation Period
Length; provided that the length of the Controlled Accumulation Period
will not be less than one month.  The “Controlled Accumulation Period Length” will
mean a number of whole months such that the amount available for payment of
principal on the Notes on the Expected Principal Payment Date is expected to
equal or exceed the Note Principal Balance, assuming for this purpose that (1) the
payment rate with respect to Principal Collections remains constant at the
lowest level of such payment rate during the twelve preceding Monthly Periods, (2) the
total amount of Principal Receivables in the Trust (and the principal amount on
deposit in the Excess Funding Account, if any) remains constant at the level on
such date of determination, (3) no Early Amortization Event with respect
to any Series will subsequently occur and (4) no additional Series (other
than any Series being issued on such date of determination) will be
subsequently issued.  Any notice by
Issuer modifying the commencement of the Controlled Accumulation Period
pursuant to this Section 4.13
shall specify (i) the Controlled Accumulation Period Length, (ii) the
commencement date of the Controlled Accumulation Period and (iii) the
Controlled 


 


29

















 


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 Reuters Page LIBOR01 or any successor page as
the composite offered rate for London interbank deposits for a one-month
period, as shown under the heading “USD” as of 11:00 a.m., London time, on
the LIBOR Determination Date.  If no rate
is shown as described in the preceding two sentences, LIBOR for that Interest
Period will be the rate per annum based on the rates at which Dollar deposits for
a period of the Designated Maturity are displayed on page “LIBOR” of the
Reuters Monitor Money Rates Service or such other page as may replace the
LIBOR page on that service for the purpose of displaying London interbank
offered rates of major banks as of 11:00 a.m., London time, on the LIBOR
Determination Date; provided that if at least two rates appear on that
page, the rate will be the arithmetic mean of the displayed rates and if fewer
than two rates are displayed, or if no rate is relevant, the rate for that
Interest Period shall be determined on the basis of the rates at which deposits
in United States dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on that day to prime banks in the London
interbank market for the period of the Designated Maturity.  The Indenture Trustee shall request the
principal London office of each of the Reference Banks to provide a quotation
of its rate.  If at least two (2) such
quotations are provided, the rate for that Interest Period shall be the arithmetic
mean of the quotations.  If fewer than
two (2) quotations are provided as requested, the rate for that Interest
Period will be the arithmetic mean of the rates quoted by major banks in New
York City, selected by the Servicer, at approximately 11:00 a.m., New York
City time, on that day for loans in United States dollars to leading European
banks for a period of the Designated Maturity.


 


(b)           The
Class A Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (800) 735-7777 or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Series 2009-1
Noteholder from time to time.


 


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


 


SECTION 4.15.  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.


 


30

















 


ARTICLE V

DELIVERY OF SERIES 2009-1 NOTES;

REPORTS TO SERIES 2009-1 NOTEHOLDERS


 


SECTION 5.1.  Delivery and Payment for the Series 2009-1
Notes.


 


The Issuer shall execute and issue, and the Indenture
Trustee shall authenticate, the Series 2009-1 Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the Series 2009-1
Notes to or upon the written order of the Issuer when so authenticated.


 


SECTION 5.2.  Reports and Statements to Series 2009-1
Noteholders.


 


(a)           Not
later than the second Business Day preceding each Payment Date, the Issuer
shall deliver or cause the Servicer to deliver to the Trustee, the Indenture
Trustee and each Rating Agency a statement substantially in the form of Exhibit B prepared by the Servicer; provided that the Issuer may amend the form
of Exhibit B from time to time, with
the prior written consent of the Indenture Trustee.  On each Payment Date, the Issuer shall
forward to each Series 2009-1 Noteholder a statement substantially in the
form of Exhibit B.


 


(b)           A
copy of each statement or certificate provided pursuant to Section 5.2(a) may
be obtained by any Series 2009-1 Noteholder by a request in writing to the
Issuer.


 


(c)           On
or before January 31 of each calendar year, beginning with January 31,
2010, the Issuer shall furnish or cause to be furnished to each Person who at
any time during the preceding calendar year was a Series 2009-1 Noteholder
the information for the preceding calendar year, or the applicable portion
thereof during which the Person was a Noteholder, as is required to be provided
by an issuer of indebtedness under the Code to the holders of the Issuer’s
indebtedness and such other customary information as is necessary to enable
such Noteholder to prepare its federal income tax returns.  Notwithstanding anything to the contrary
contained in this Agreement, the Issuer shall, to the extent required by
applicable law, from time to time furnish to the appropriate Persons, at least
five Business Days prior to the end of the period required by applicable law,
the informed required to complete a Form 1099-INT.


 


ARTICLE VI

SERIES 2009-1 EARLY AMORTIZATION EVENTS


 


SECTION 6.1.  Series 2009-1
Early Amortization Events.  If any
one of the following events shall occur with respect to the Series 2009-1
Notes:


 


(a)           (i) 
failure on the part of Transferor to make any payment or deposit required to be
made by it by the terms of the Trust Receivables Purchase Agreement or the
Transfer Agreement on or before the date occurring five (5) Business Days
after the date such payment or deposit is required to be made therein or herein
or (ii) failure of the Transferor duly to observe or perform in any
material respect any other of its covenants or agreements set forth in the
Trust Receivables Purchase Agreement or the Transfer Agreement which failure
has a material adverse effect on the Series 2009-1 Noteholders and which
continues unremedied for a period of sixty days after the date on which written
notice of such failure, requiring the same to be remedied, shall have 


 


31

















 


been given to the Transferor by the Indenture Trustee, or to the
Transferor and the Indenture Trustee by any Noteholder of the Series 2009-1
Notes;


 


(b)           any
representation or warranty made by Transferor in the Transfer Agreement or the
Trust Receivables Purchase Agreement or any information contained in an account
schedule required to be delivered by it pursuant to Section 2.1
or Section 2.6(c) of
the Transfer Agreement, Trust Agreement or the Bank Receivables Sale Agreement
shall prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a period
of sixty days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Transferor by the
Indenture Trustee, or to the Transferor and the Indenture Trustee by any
Noteholder of the Series 2009-1 Notes and as a result of which the
interests of the Series 2009-1 Noteholders are materially and adversely
affected for such period; provided, however, that a Series 2009-1 Early
Amortization Event pursuant to this Section 6.1(b) shall
not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Transferred Receivable, or all of such Transferred
Receivables, if applicable, during such period in accordance with the
provisions of the Transfer Agreement or the Trust Receivables Purchase
Agreement;


 


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


 


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


 


(e)           (i) the
average of the Portfolio Yields for the two Monthly Periods immediately
preceding the August 2009 Payment Date is less than the average of the
Base Rates for the same Monthly Periods, or (ii) beginning with the three
consecutive Monthly Periods immediately preceding the September 2009
Payment Date, the average of the Portfolio Yields for three consecutive Monthly
Periods is less than the average of the Base Rates for the same Monthly Periods
(for the avoidance of doubt, the Monthly Period preceding the June 2009
Payment Date shall be excluded for purposes of calculating the three-month
average Portfolio Yield and Base Rate under this clause (e)(ii));


 


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


 


(g)           without
limiting the foregoing, the occurrence of an Event of Default with respect to Series 2009-1
and acceleration of the maturity of the Series 2009-1 Notes pursuant to Section 5.3 of the Indenture;


 


then, in the case of any event described in subsection (a), (b) or
(d), after the applicable grace period,
if any, set forth in such subparagraphs, either the Indenture Trustee or the
holders of Series 2009-1 Notes evidencing more than 50% of the aggregate
unpaid principal amount of Series 2009-1 Notes by notice then given in
writing to the Issuer (and to the Indenture Trustee if given by the Series 2009-1
Noteholders) may declare that a “Series Early Amortization Event” with
respect to Series 2009-1 (a “Series 2009-1
Early Amortization Event”) has occurred as of the date of such
notice, and, in the case of any event described in subsection
(c), (e), (f) or  (g) a 


 


32

















 


Series 2009-1 Early Amortization Event shall
occur without any notice or other action on the part of the Indenture Trustee
or the Series 2009-1 Noteholders immediately upon the occurrence of such
event.


 


ARTICLE VII

REDEMPTION OF SERIES 2009-1 NOTES; FINAL
DISTRIBUTIONS; SERIES TERMINATION


 


SECTION 7.1.  Optional
Redemption of Series 2009-1 Notes; Final Distributions.


 


(a)           On
any day occurring on or after the date on which the outstanding principal
balance of the Series 2009-1 Notes is reduced to 10% or less of the
initial outstanding principal balance of Series 2009-1 Notes, Transferor
has the option pursuant to the Trust Agreement to reduce the Collateral Amount
to zero by paying a purchase price equal to the greater of (x) the Collateral
Amount, plus the applicable Allocation Percentage of outstanding Finance Charge
Receivables and (y) a minimum amount equal to (i) if such day is a
Payment Date, the Redemption Amount for such Payment Date or (ii) if such
day is not a Payment Date, the Redemption Amount for the Payment Date following
such day.  If Transferor exercises such
option, Issuer will apply such purchase price to repay the Notes in full as
specified below.


 


(b)           Issuer
shall give the Indenture Trustee at least thirty (30) days prior written notice
of the date on which Transferor intends to exercise such optional
redemption.  Not later than 12:00 noon,
New York City time, on such day Transferor shall deposit into the Distribution
Account in immediately available funds the excess of the Redemption Amount over
the amount, if any, on deposit in the Principal Accumulation Account.  Such redemption option is subject to payment
in full of the Redemption Amount. 
Following such deposit into the Distribution Account in accordance with
the foregoing, the Collateral Amount for Series 2009-1 shall be reduced to
zero and the Series 2009-1 Noteholders shall have no further security
interest in the Transferred Receivables. 
The Redemption Amount shall be paid as set forth in Section 7.1(d).


 


(c)           (i) 
The amount to be paid by the Transferor with respect to Series 2009-1 in
connection with a reassignment of Transferred Receivables to the Transferor
pursuant to Section 6.1(e) of
the Transfer Agreement shall not be less than the Redemption Amount for the
first Payment Date following the Monthly Period in which the reassignment
obligation arises under the Transfer Agreement.


 


(ii)           The amount to be paid by the Issuer
with respect to Series 2009-1 in connection with a repurchase of the Notes
pursuant to Section 10.1 of the
Trust Agreement shall not be less than the Redemption Amount for the Payment
Date of such repurchase.


 


(d)           With
respect to (i) the Redemption Amount deposited into the Distribution
Account pursuant to Section 7.1 or
(ii) the proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with
respect to Series 2009-1, the Indenture Trustee shall, in accordance with
the written direction of the Issuer, not later than 12:00 noon, New York City
time, on the related Payment Date, make payments of the following amounts (in
the priority set forth below and, in each case, after giving effect to any
deposits and payments otherwise to 


 


33

















 


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) 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 2009-1 Notes shall be due and payable.


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


SECTION 8.1.  Ratification
of Indenture; Amendments.  As
supplemented by this Indenture Supplement, the Indenture is in all respects
ratified and confirmed and the Indenture as so supplemented by this Indenture
Supplement shall be read, taken and construed as one and the same
instrument.  This Indenture Supplement
may be amended only by a Supplemental Indenture entered in accordance with the
terms of Section 9.1 or 9.2 of the Indenture.  For purposes of the application of Section 9.2 to any amendment of this
Indenture Supplement, the Series 2009-1 Noteholders shall be the only
Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of
Delivery of the Series 2009-1 Notes. 
The Class A Notes, the Class B Notes and the Class C
Notes shall be Book-Entry Notes and shall be delivered as provided in Sections 2.1 and 2.2 of the Indenture.


 


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


 


SECTION 8.4.  GOVERNING
LAW.  (a) THIS AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, 


 


34

















 


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, 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 


 


35

















 


RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


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


 


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


 


SECTION 8.7.  Notice Address for Rating Agencies.  Notices, if any, required to be delivered to
the Rating Agencies by the Issuer, the Indenture Trustee or the Trustee shall
be sent to the following addresses, it being understood that delivery of any
such notices via email to the below email addresses or such other email
addresses as may be provided by the Rating Agencies shall be sufficient for
purposes of this Indenture Supplement and the other Related Documents:


 


Fitch Ratings

ABS

One State Street Plaza

New York, NY 10004 

Facsimile: (212) 514-9879

Email:  notifications.abs@fitchratings.com


 


Moody’s Rating Service

7 World Trade Center at 250 Greenwich Street

24th Floor


New York, New York 10007


Facsimile:  (212) 298-6742


Email:  Matias.Langer@moodys.com


 


36

















 


Standard &
Poor’s

Structured Finance Surveillance

55 Water Street

New York, NY 10041

Attention:  ABS Surveillance Group

Facsimile: (212) 438-2648

Email: 
servicer_reports@standardandpoors.com


 


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


 


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


 


SECTION 8.10.  Deemed Consent.  The Series 2009-1 Noteholders will be
deemed to have consented to any amendment to any Related Document that changes
the definition of “Rating Agency Condition” in such Related Document to match
the definition of “Rating Agency Condition” in this Indenture Supplement.


 


[SIGNATURE PAGE FOLLOWS]


 


37

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE 

  
	
   

  	
  TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE,

  not in its individual capacity, but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kristine K. Gullo

  
	
   

  	
   

  	
  Name:  Kristine K. Gullo

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jenna Kaufman

  
	
   

  	
   

  	
  Name:  Jenna Kaufman

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Louis Bodi

  
	
   

  	
   

  	
  Name:  Louis Bodi

  
	
   

  	
   

  	
  Title:  Vice
  President

  
				



 


Indenture Supplement


Series 2009-1


 


S-1
















 


EXHIBIT A-1


FORM OF CLASS A SERIES 2009-1
FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


Exhibit A-1 (Page 1)

















 


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


 


Exhibit A-1 (Page 2)

















 


	
  REGISTERED

  	
   

  	
  $                                                                         

  
	
  No. R-                                              

  	
   

  	
  CUSIP NO.                           

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-1


 


CLASS A SERIES 2009-1 FLOATING RATE ASSET
BACKED NOTE


 


GE Capital Credit Card Master Note Trust (herein
referred to as the “Issuer” or the “Trust”), a Delaware statutory trust
governed by a Trust Agreement dated as of September 25, 2003, for value
received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of                                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the April 2015 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 April 2015 Payment Date). Interest on
this Note will accrue for each Payment Date from and including the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, for the initial Payment Date, from and including the Closing Date to but
excluding such Payment Date.  Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed.  Principal of this Note shall be
paid in the manner specified in the Indenture Supplement referred to on the
reverse hereof.


 


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


 


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


 


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


 


Exhibit A-1 (Page 3)

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as
  Issuer

  
	
   

  	
   

  
	
   

  	
  By: BNY MELLON TRUST OF DELAWARE,

  
	
   

  	
         not
  in its individual capacity but solely as

  
	
   

  	
         Trustee
  on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Dated:                      ,       

  	
   

  



 


Exhibit A-1 (Page 4)

















 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


Exhibit A-1 (Page 5)

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-1


 


CLASS A SERIES 2009-1 FLOATING RATE
ASSET BACKED NOTE


 


Summary of Terms and Conditions


 


This Class A Note is one of a duly authorized
issue of Notes of the Issuer, designated as GE Capital Credit Card Master Note
Trust, Series 2009-1 (the “Series 2009-1
Notes”), issued under a Master Indenture dated as of September 25,
2003 (as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), as
supplemented by the Indenture Supplement dated as of May 12, 2009 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-1 (Page 6)

















 


ASSIGNMENT


 


Social Security or other identifying number of assignee                                                                                                                      


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature Guaranteed:

  



 






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


 


Exhibit A-1 (Page 7)
















 


EXHIBIT A-2


FORM OF CLASS B SERIES 2009-1 8.00%
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.


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS
NOTE:


 


(1)   AGREES
FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE
SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND


 


(2)   AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


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 


 


Exhibit A-2 (Page 1)

















 


OR CAUSE TO BE
INSTITUTED AGAINST THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR
STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL
NOT IN ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS
OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 


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


 


THE HOLDER OF
THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH
HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT
ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING
ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF
ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF
THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN
ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


Exhibit A-2 (Page 2)

















 


	
  REGISTERED

  	
   

  	
  $                                                                         

  
	
  No. R-                                              

  	
   

  	
  CUSIP NO.                           

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-1


 


CLASS B SERIES 2009-1 8.00% 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 April 2015 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 April 2015 Payment Date).  Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest
has been paid to but excluding such Payment Date or, for the initial Payment
Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year and of twelve 30-day months.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 3)

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as
  Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE, not in its individual capacity but solely as

  
	
   

  	
   

  	
  Trustee on behalf of
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:                      ,       

  	
   

  



 


Exhibit A-2 (Page 4)

















 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Exhibit A-2 (Page 5)

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2009-1


 


CLASS B SERIES 2009-1 8.00% 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 2009-1 (the “Series 2009-1
Notes”), issued under a Master Indenture dated as of September 25,
2003 (as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), as
supplemented by the Indenture Supplement dated as of May 12, 2009 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 6)

















 


ASSIGNMENT


 


Social Security or other identifying number of assignee                                                                                                                     


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature Guaranteed:

  



 






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


 


Exhibit A-2 (Page 7)
















 


EXHIBIT A-3


FORM OF CLASS C SERIES 2009-1 9.50%
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.


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  BY
ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS
NOTE:


 


(1)   AGREES
FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE
SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND


 


(2)   AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


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 


 


Exhibit A-3 (Page 1)

















 


OR CAUSE TO BE
INSTITUTED AGAINST THE TRANSFEROR ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER PROCEEDING UNDER ANY FEDERAL OR
STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED, THAT THE FOREGOING SHALL
NOT IN ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE ANY OTHER CREDITOR RIGHTS
OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS AGAINST THE ISSUER.


 


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


 


THE HOLDER OF
THIS NOTE BY ITS ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
THEREIN, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) SUCH
HOLDER IS NOT (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE), IS NOT
ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE ACTING
ON BEHALF OF), AND IS NOT INVESTING THE ASSETS OF (A) AN “EMPLOYEE BENEFIT
PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF
ERISA, (B) A “PLAN” (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF
THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN
ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A
GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS
ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN
A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE OR A VIOLATION OF ANY SIMILAR LAW.


 


Exhibit A-3 (Page 2)

















 


	
  REGISTERED

  	
   

  	
  $                                                                         

  
	
  No. R-                                              

  	
   

  	
  CUSIP NO.                           

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2009-1


 


CLASS C SERIES 2009-1 9.50% 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 April 2015 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 April 2015 Payment Date).  Interest on this Note will accrue for each
Payment Date from and including the most recent Payment Date on which interest
has been paid to but excluding such Payment Date or, for the initial Payment
Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year and of twelve 30-day months.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


THIS CLASS 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.


 


Exhibit A-3 (Page 3)

















 


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


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER NOTE TRUST, as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY MELLON TRUST OF
  DELAWARE not in its individual 

  
	
   

  	
   

  	
  capacity but solely as Trustee
  on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Dated:                      ,       

  	
   

  



 


Exhibit A-3 (Page 4)

















 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


Exhibit A-3 (Page 5)

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2009-1


 


CLASS C SERIES 2009-1 9.50% 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 2009-1 (the “Series 2009-1
Notes”), issued under a Master Indenture dated as of September 25,
2003 (as amended, the “Master Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), as
supplemented by the Indenture Supplement dated as of May 12, 2009 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-3 (Page 6)

















 


ASSIGNMENT


 


Social Security or other identifying number of assignee                                                                                                                


 


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


 


	
  Dated:  ,

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature Guaranteed:

  



 






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


 


Exhibit A-3 (Page 7)
















 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


 


Monthly
Noteholder’s Statement


GE Capital
Credit Card Master Note Trust


 


Series 2009 — 1


Class A
LIBOR + 2.10% Notes


Class B
8.00% Notes


Class C
9.50% 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 2009-1 Indenture Supplement (the “Indenture
Supplement”), dated as of May 12, 2009, 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 2009-1
Noteholders and the performance of the Trust during the previous month.  The information required to be prepared with
respect to the Payment Date of [  ·  ], 20[ 
·  ], and
with respect to the performance of the Trust during the Monthly Period ended
[  ·  ], 20[ 
·  ] is set
forth below.  Capitalized terms used
herein are defined in the Indenture and the Indenture Supplement. The
undersigned, an Authorized Officer of the Servicer, does hereby certify as
follows:


 


	
  Record Date:

  	
  [  ·  ], 20[  ·  ]

  
	
  Monthly Period Beginning:

  	
  [  ·  ],
  20[  ·  ]

  
	
  Monthly Period Ending:

  	
  [  ·  ],
  20[  ·  ]

  
	
  Previous Payment Date:

  	
  [  ·  ],
  20[  ·  ]

  
	
  Payment Date:

  	
  [  ·  ],
  20[  ·  ]

  
	
  Interest Period Beginning:

  	
  [  ·  ],
  20[  ·  ]

  
	
  Interest Period Ending:

  	
  [  ·  ], 20[  ·  ]

  
	
  Days in Monthly Period:

  	
  [  ·  ]

  
	
  Days in Interest Period:

  	
  [  ·  ]

  
	
  LIBOR Determination Date

  	
  [  ·  ],
  20[  ·  ]

  
	
  LIBOR Rate

  	
  [  ·  ]

  
	
  Is there a Reset Date?

  	
  [No][Yes]

  



 


	
  I.

  	
  Trust Receivables Information

  
	
   

  	
   

  
	
  a.

  	
  Number of Accounts Beginning

  
	
  b.

  	
  Number of Accounts Ending

  
	
  c.

  	
  Average Account Balance (q / b)

  
	
  d.

  	
  BOP Principal Receivables

  



 


Exhibit B (Page 1)

















 


	
  e.

  	
  BOP Finance Charge Receivables

  
	
  f.

  	
  BOP Total Receivables

  
	
  g.

  	
  Increase in Principal Receivables from Additional Accounts

  
	
  h.

  	
  Increase in Principal Activity on Existing Securitized Accounts

  
	
  i.

  	
  Increase in Finance Charge Receivables from Additional Accounts

  
	
  j.

  	
  Increase in Finance Charge Activity on Existing Securitized Accounts

  
	
  k.

  	
  Increase in Total Receivables

  
	
  l.

  	
  Decrease in Principal Receivables due to Account Removal

  
	
  m.

  	
  Decrease in Principal Activity on Existing Securitized Accounts

  
	
  n.

  	
  Decrease in Finance Charge Receivables due to Account Removal

  
	
  o.

  	
  Decrease in Finance Charge Activity on Existing Securitized Accounts

  
	
  p.

  	
  Decrease in Total Receivables

  
	
  q.

  	
  EOP Aggregate Principal Receivables

  
	
  r.

  	
  EOP Finance Charge Receivables

  
	
  s.

  	
  EOP Total Receivables

  
	
  t.

  	
  Excess Funding Account Balance

  
	
  u.

  	
  Required Principal Balance

  
	
  v.

  	
  Minimum Free Equity Amount (EOP Aggregate Principal Receivables *
  7.0%)

  
	
  w.

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

  
	
   

  	
   

  
	
  II.

  	
  Investor Information (Trust Level)

  
	
   

  	
   

  
	
  a.

  	
  Note Principal Balance (Sum of all Series)

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Increase in Note Principal Balance due to New Issuance

  
	
   

  	
  iii.

  	
  Decrease in Note Principal Balance due to Principal Paid

  
	
   

  	
  iv.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  
	
  b.

  	
  Excess Collateral Amount (Sum of all Series)

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Additional Enhancement Amount

  
	
   

  	
  iii.

  	
  Increase in Excess Collateral Amount due to New Issuance

  
	
   

  	
  iv.

  	
  Reductions in Required Excess Collateral Amount

  
	
   

  	
  v.

  	
  Increase in Unreimbursed Investor Charge-Off

  
	
   

  	
  vi.

  	
  Decrease in Unreimbursed Investor Charge-Off

  
	
   

  	
  vii.

  	
  Increase in Unreimbursed Reallocated Principal Collections

  
	
   

  	
  viii.

  	
  Decrease in Unreimbursed Reallocated Principal Collections

  
	
   

  	
  ix.

  	
  As of Payment Date

  



 


Exhibit B (Page 2)

















 


	
  c.

  	
  Collateral Amount (Sum of all Series)

  
	
   

  	
  i.

  	
  End of Prior Monthly Period

  
	
   

  	
  ii.

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

  
	
   

  	
   

  
	
  III.

  	
  Trust Performance Data (Monthly Period)

  
	
   

  	
   

  
	
  a.

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

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  
	
  b.

  	
  Payment Rate (Principal Collections / BOP Principal Receivables)

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  
	
  c.

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

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  
	
  d.

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

  
	
   

  	
   

  
	
  e.

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

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  
	
  f.

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

  
	
   

  	
   

  
	
  g.

  	
  Default Amount for Defaulted Accounts

  
	
   

  	
   

  
	
  h.

  	
  Recoveries

  
	
   

  	
   

  
	
  i.

  	
  Collections

  
	
   

  	
  i.

  	
  Total Trust Finance Charge Collections

  
	
   

  	
  ii.

  	
  Total Trust Principal Collections

  
	
   

  	
  iii.

  	
  Total Trust Collections

  



 


Exhibit B (Page 3)

















 


	
  j.

  	
  Delinquency Data

  	
  Percentage

  	
  Amount

  
	
   

  	
  i.

  	
  1-29 Days Delinquent

  
	
   

  	
  ii.

  	
  30-59 Days Delinquent

  
	
   

  	
  iii.

  	
  60-89 Days Delinquent

  
	
   

  	
  iv.

  	
  90-119 Days Delinquent

  
	
   

  	
  v.

  	
  120-149 Days Delinquent

  
	
   

  	
  vi.

  	
  150 or Greater Days Delinquent

  
	
   

  	
   

  	
   

  
	
  IV.

  	
  Series Performance Data

  
	
   

  	
   

  
	
  a.

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

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  
	
  b.

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

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Three-Month Average

  
	
   

  	
   

  	
   

  
	
  c.

  	
  Excess Spread Percentage (Portfolio Yield — Base Rate)

  
	
   

  	
  i.

  	
  Current

  
	
   

  	
  ii.

  	
  Prior Monthly Period

  
	
   

  	
  iii.

  	
  Two Months Prior Monthly Period

  
	
   

  	
  iv.

  	
  Quarterly Excess Spread Percentage

  
	
   

  	
   

  	
   

  
	
  V.

  	
  Investor Information Regarding Distributions to Noteholders

  
	
   

  	
   

  
	
  a.

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

  
	
   

  	
   

  
	
  b.

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

  
	
   

  	
   

  
	
  c.

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

  
	
   

  	
   

  
	
  d.

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

  
	
   

  	
   

  
	
  e.

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

  
					



 


Exhibit B (Page 4)

















 


	
  f.

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

  
	
   

  	
   

  
	
  g.

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

  
	
   

  	
   

  
	
  h.

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

  
	
   

  	
   

  
	
  i.

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

  
	
   

  	
   

  
	
  VI.

  	
  Investor Information

  
	
   

  	
   

  
	
  a.

  	
  Class A Note Initial Principal Balance

  
	
  b.

  	
  Class B Note Initial Principal Balance

  
	
  c.

  	
  Class C Note Initial Principal Balance

  
	
  d.

  	
  Initial Excess Collateral Amount

  
	
  e.

  	
  Initial Collateral Amount

  
	
   

  	
   

  
	
  f.

  	
  Class A Note Principal Balance

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Principal Payment

  
	
   

  	
  iii.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  
	
  g.

  	
  Class B Note Principal Balance

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Principal Payment

  
	
   

  	
  iii.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  
	
  h.

  	
  Class C Note Principal Balance

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Principal Payment

  
	
   

  	
  iii.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  
	
  i.

  	
  Excess Collateral Amount

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Reduction in Excess Collateral Amount

  
	
   

  	
  iii.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  
	
  j.

  	
  Collateral Amount

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Increase/Decrease in Unreimbursed Investor Charge-Offs

  
	
   

  	
  iii.

  	
  Increase/Decrease in Reallocated Principal Collections

  
	
   

  	
  iv.

  	
  Reduction in Excess Collateral Amount

  
	
   

  	
  v.

  	
  Principal Accumulation Account Deposit

  
	
   

  	
  vi.

  	
  As of Payment Date

  



 


Exhibit B (Page 5)

















 


	
   

  	
  vii.

  	
  Collateral Amount as a Percentage of Note Trust Principal Balance

  
	
   

  	
  viii.

  	
  Amount by which Note Principal Balance exceeds Collateral Amount

  
	
   

  	
   

  	
   

  
	
  k.

  	
  Required Excess Collateral Amount

  
	
   

  	
   

  
	
  VII.

  	
  Investor Charge-Offs and Reallocated Principal Collections

  
	
   

  	
  (Section references relate to Indenture Supplement)

  
	
   

  
	
  a.

  	
  Beginning Unreimbursed Investor Charge-Offs

  
	
  b.

  	
  Current Unreimbursed Investor Defaults

  
	
  c.

  	
  Current Unreimbursed Investor Uncovered Dilution Amount

  
	
  d.

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

  
	
  e.

  	
  Ending Unreimbursed Investor Charge-Offs

  
	
  f.

  	
  Beginning Unreimbursed Reallocated Principal Collections

  
	
  g.

  	
  Current Reallocated Principal Collections pursuant to
  Section 4.7

  
	
  h.

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

  
	
  i.

  	
  Ending Unreimbursed Reallocated Principal Collections

  
	
   

  	
   

  
	
  VIII.

  	
  Investor Percentages —BOP Balance and Series Account Information

  
	
  a.

  	
  Allocation Percentage Numerator — for Finance Charge Collections and
  Default Amounts

  
	
  b.

  	
  Allocation Percentage Numerator — for Principal Collections

  
	
  c.

  	
  Allocation Percentage Denominator

  
	
   

  	
  i.

  	
  Aggregate Principal Receivables Balance as of Prior Monthly Period

  
	
   

  	
  ii.

  	
  Number of Days at Balance

  
	
   

  	
  iii.

  	
  Average Principal Balance

  
	
  d.

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

  
	
  e.

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

  
	
  f.

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

  
	
  g.

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

  
	
  h.

  	
  Series Allocation Percentage

  
	
   

  	
   

  
	
  IX.

  	
  Collections and Allocations 

  



 


	
   

  	
   

  	
  Trust

  	
   

  	
  Series

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
  Finance Charge
  Collections

  	
   

  	
   

  	
   

  	
   

  



 


Exhibit B (Page 6)

















 


	
  b.

  	
  Recoveries

  
	
  c.

  	
  Principal Collections

  
	
  d.

  	
  Default Amount

  
	
  e.

  	
  Dilution

  
	
  f.

  	
  Investor Uncovered Dilution Amount

  
	
  g.

  	
  Dilution including Fraud Amount

  
	
  h.

  	
  Available Finance Charge Collections

  
	
   

  	
  i.

  	
  Investor Finance Charge Collections

  
	
   

  	
  ii.

  	
  Excess Finance Charge Collections allocable to Series 2009-1

  
	
   

  	
  iii.

  	
  Principal Accumulation Account Investment Proceeds

  
	
   

  	
  iv.

  	
  Investment earnings in the Reserve Account

  
	
   

  	
  v.

  	
  Reserve Account Draw Amount

  
	
   

  	
  vi.

  	
  Recoveries

  
	
  i.

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

  
	
  j.

  	
  Total Collections to Series

  
	
  k.

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

  
	
   

  	
   

  
	
  X.

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

  
	
   

  	
   

  
	
  a.

  	
  Available Finance Charge Collections

  
	
   

  	
  i.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
  a.

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

  
	
   

  	
   

  	
  b.

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

  
	
   

  	
   

  	
  c.

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ii.

  	
  To the Servicer:

  
	
   

  	
   

  	
  a.

  	
  Noteholder Servicing Fee

  
	
   

  	
   

  	
  b.

  	
  Noteholder Servicing Fee previously due but not paid

  
	
   

  	
   

  	
  c.

  	
  Total Noteholder Servicing Fee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  iii.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
  a.

  	
  Class A Monthly Interest

  
	
   

  	
   

  	
  b.

  	
  Class A Deficiency Amount

  
	
   

  	
   

  	
  c.

  	
  Class A Additional Interest

  
	
   

  	
   

  	
  d.

  	
  Class A Additional Interest not paid on prior Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  iv.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
  a.

  	
  Class B Monthly Interest

  
	
   

  	
   

  	
  b.

  	
  Class B Deficiency Amount

  
	
   

  	
   

  	
  c.

  	
  Class B Additional Interest

  



 


Exhibit B (Page 7)

















 


	
   

  	
   

  	
  d.

  	
  Class B Additional Interest not paid on prior Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  v.

  	
  On a pari passu basis:

  
	
   

  	
   

  	
  a.

  	
  Class C Monthly Interest

  
	
   

  	
   

  	
  b.

  	
  Class C Deficiency Amount

  
	
   

  	
   

  	
  c.

  	
  Class C Additional Interest

  
	
   

  	
   

  	
  d.

  	
  Class C Additional Interest not paid on prior Payment Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  vi.

  	
  To be treated as Available Principal Collections

  
	
   

  	
   

  	
  a.

  	
  Aggregate Investor Default Amount

  
	
   

  	
   

  	
  b.

  	
  Aggregate Investor Uncovered Dilution Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  vii.

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

  
	
   

  	
   

  	
  a.

  	
  Investor Charge-offs

  
	
   

  	
   

  	
  b.

  	
  Reallocated Principal Collections

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  viii.

  	
  Excess of Required Reserve Account Amount Over Available Reserve
  Account Amount

  
	
   

  	
   

  	
   

  
	
   

  	
  ix.

  	
  Amounts required to be deposited to the Spread Account

  
	
   

  	
   

  	
   

  
	
   

  	
  x.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  xi.

  	
  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 2009-1

  
	
   

  	
   

  
	
  c.

  	
  Finance Charge Shortfall for all Series in Group One

  



 


Exhibit B (Page 8)

















 


	
  d.

  	
  Excess Finance Charges Collections Allocated to Series 2009-1

  
	
   

  	
   

  
	
  XII.

  	
  Available Principal Collections and Distributions
  (Section references relate to Indenture Supplement)

  
	
   

  	
   

  
	
  a.

  	
  Investor Principal Collections

  
	
   

  	
   

  
	
  b.

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

  
	
   

  	
   

  
	
  c.

  	
  Plus: Shared Principal Collections allocated to this Series

  
	
   

  	
   

  
	
  d.

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

  
	
   

  	
   

  
	
  e.

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

  
	
   

  	
   

  
	
  f.

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

  
	
   

  	
   

  
	
  g.

  	
  Available Principal Collections (Deposited to Principal Account)

  
	
   

  	
  i.

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

  
	
   

  	
  ii.

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

  
	
   

  	
  iii.

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

  
	
   

  	
  iv.

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

  
	
   

  	
  v.

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

  
	
   

  	
   

  	
  a.

  	
  Principal paid to Class A Noteholders

  
	
   

  	
   

  	
  b.

  	
  Principal paid to Class B Noteholders

  
	
   

  	
   

  	
  c.

  	
  Principal paid to Class C Noteholders

  
	
   

  	
  vi.

  	
  Total Principal Collections Available to Share (Inclusive of
  Series 2009-1)

  
	
   

  	
  vii.

  	
  Series Principal Shortfall

  
	
   

  	
  viii.

  	
  Shared Principal Collections allocated to this Series from other
  Series

  
	
   

  	
   

  	
   

  
	
  XIII.

  	
  Series 2009-1 Accumulation

  
	
   

  	
   

  
	
  a.

  	
  Controlled Accumulation Period Length in months (scheduled)

  
	
   

  	
   

  
	
  b.

  	
  Controlled Accumulation Amount

  



 


Exhibit B (Page 9)

















 


	
  c.

  	
  Controlled Deposit Amount

  
	
   

  	
   

  
	
  d.

  	
  Accumulation Shortfall

  
	
   

  	
   

  
	
  e.

  	
  Principal Accumulation Account Balance

  
	
   

  	
  i.

  	
  Beginning of Interest Period

  
	
   

  	
  ii.

  	
  Controlled Deposit Amount

  
	
   

  	
  iii.

  	
  Withdrawal for Principal Payment

  
	
   

  	
  iv.

  	
  As of Payment Date

  
	
   

  	
   

  	
   

  
	
  XIV.

  	
  Reserve Account Funding (Section references relate to Indenture
  Supplement)

  
	
   

  	
   

  
	
  a.

  	
  Reserve Account Funding Date (scheduled)

  
	
   

  	
   

  
	
  b.

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

  
	
   

  	
   

  
	
  c.

  	
  Beginning Available Reserve Account Amount

  
	
   

  	
   

  
	
  d.

  	
  Reserve Draw Amount

  
	
   

  	
   

  
	
  e.

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

  
	
   

  	
   

  
	
  f.

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

  
	
   

  	
   

  
	
  g.

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

  
	
   

  	
   

  
	
  h.

  	
  Ending Available Reserve Account Amount

  
	
   

  	
   

  
	
  XV.

  	
  Spread Account Funding (Section references relate to Indenture
  Supplement)

  
	
   

  	
   

  
	
  a.

  	
  Spread Account Percentage

  
	
   

  	
   

  
	
  b.

  	
  Required Spread Account Amount

  
	
   

  	
   

  
	
  c.

  	
  Beginning Available Spread Account Amount

  
	
   

  	
   

  
	
  d.

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

  
	
   

  	
   

  
	
  e.

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

  
	
   

  	
   

  
	
  f.

  	
  Withdrawal pursuant to 4.11(c) — Early Amortization Event

  
	
   

  	
   

  
	
  g.

  	
  Withdrawal pursuant to 4.11(d) — Event of Default

  
	
   

  	
   

  
	
  h.

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

  
	
   

  	
   

  
	
  i.

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

  
	
   

  	
   

  
	
  j.

  	
  Ending Available Spread Account Amount

  



 


Exhibit B (Page 10)

















 


	
  XVI.

  	
  Series Early Amortization Events

  
	
   

  	
   

  
	
  a.

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

  
	
   

  	
   

  
	
   

  	
  Free Equity:

  
	
   

  	
   

  
	
   

  	
  i.

  	
  Free Equity Amount

  
	
   

  	
  ii.

  	
  Minimum Free Equity Amount

  
	
   

  	
  iii.

  	
  Excess Free Equity Amount

  
	
   

  	
   

  	
   

  
	
  b.

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

  
	
   

  	
  i.

  	
  Note Trust Principal Balance

  
	
   

  	
  ii.

  	
  Required Principal Balance

  
	
   

  	
  iii.

  	
  Excess Principal Balance

  
	
   

  	
   

  	
   

  
	
  c.

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

  
	
   

  	
  i.

  	
  Three month Average Portfolio Yield

  
	
   

  	
  ii.

  	
  Three month Average Base Rate

  
	
   

  	
  iii.

  	
  Three Month Average Excess Spread

  
	
   

  	
   

  	
   

  
	
  d.

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

  
	
   

  	
  i.

  	
  Expected Principal Payment Date

  
	
   

  	
  ii.

  	
  Current Payment Date

  
	
  e.

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

  
	
  f.

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

  
	
  g.

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

  
	
  h.

  	
  Has an early amortization event occurred?

  



 


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


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Exhibit B (Page 11)

















 


SCHEDULE I


 


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO RECEIVABLES)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)           Notwithstanding
any other provision of the Indenture, the representations and warranties set
forth in this Schedule I shall be
continuing, and remain in full force and effect, until such time as the Series 2009-1
Notes are retired.


 


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


 


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


 


Schedule I (Page 1)