EXHIBIT 4.5


 


NOTE TRUST CERTIFICATE


 


REGISTERED

NUMBER R-3


 


THIS
CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN.


 


 


RFS FUNDING
TRUST CERTIFICATE


 


evidencing a fractional undivided interest in the
Trust, as defined below, the property of which includes a pool of credit card
receivables sold to the Trust by Monogram Credit Card Bank of Georgia and RFS
Holding, L.L.C.


 


(This Certificate does not represent an interest in or
obligation of General Electric Capital Services, Inc., General Electric Capital
Corporation, Monogram Credit Card Bank of Georgia or General Electric Company,
or any of their respective affiliates, except to the extent described below.)


 


THIS CERTIFIES THAT DEUTSCHE BANK TRUST COMPANY
AMERICAS, in its capacity as Indenture Trustee (“Indenture Trustee”)
under the Indenture, dated as of September 25, 2003, between GE Capital Credit
Card Master Note Trust and the Indenture Trustee, is the registered owner of a
nonassessable, fully-paid, undivided interest in the RFS Funding Trust (the “Trust”) formed by General Electric Capital
Services, Inc., a Delaware corporation (“GECS”).


 


The Trust was
created pursuant to a Trust Agreement dated as of December 19, 2002 among GECS, RFS HOLDING, L.L.C. and DEUTSCHE
BANK TRUST COMPANY DELAWARE, as trustee (the “Trustee”),
as amended and restated by the Amended and Restated Trust Agreement dated as of
June 27, 2003 (as so amended and restated, the “Trust Agreement”) among
RFS HOLDING, INC., RFS HOLDING, L.L.C. and the Trustee.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement.  This Certificate is
the duly authorized Certificate designated as “Note Trust Certificate” issued
under and subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Certificate by virtue of
the acceptance hereof assents and by which holder is bound.


 


The
Certificateholder, by its acceptance of this Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Trust,
or join in any institution against the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or State bankruptcy or similar law
in connection with any obligations relating to any of the Related Documents.


 


Unless the
certificate of authentication hereon shall have been executed by an authorized
officer of the Trustee, by manual signature, this Certificate shall not entitle
the holder hereof to any benefit under the Trust Agreement or the Funding
Agreement or be valid for any purpose.


 

















 


This
Certificate shall be construed in accordance with the laws of the State of
Delaware, 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.


 

















 


IN WITNESS
WHEREOF, the Trustee on behalf of the Trust and not in its individual capacity
has caused this Certificate to be duly executed.


 


	
   

  	
  RFS Funding Trust

  
	
   

  	
   

  
	
   

  	
  By:  Deutsche Bank Trust Company Delaware,

  not in its individual capacity, but

  solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan
  Barstock

  	
   

  
	
   

  	
  Name:

  	
  Susan
  Barstock

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
						



 

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Certificates referred to in the
within-mentioned Trust Agreement.


 


 


Deutsche Bank Trust Company Delaware,

as Trustee




 


	
  By:

  	
  /s/ Susan Barstock

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:  September 26, 2003

  	
   

  



 

















 


ASSIGNMENT


 


FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE


 




 





(Please print or type name and address, including postal zip code, of
assignee)


 




 





the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


 




 





Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   *

  
	
   

  	
  Signature
  Guaranteed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   *

  
	
   

  	
   

  	
   

  



 


*NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of the within Certificate
in every particular, without alteration, enlargement or any change
whatever.  Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.