Exhibit 4.2


 


GE
CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


Series
[200  -  ] INDENTURE SUPPLEMENT


 


Dated as of [                   ,
          ]


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1.

  	
   

  	
  Definitions

  	
   

  
	
  SECTION 1.2.

  	
   

  	
  Incorporation of Terms

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  Creation of the Series
  [200  -  ] Notes

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1.

  	
   

  	
  Designation

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1.

  	
   

  	
  Representations and Warranties

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  Rights of Series
  [200  -  ] Noteholders and Allocation and Application of
  Collections

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1.

  	
   

  	
  Determination of Interest and Principal

  	
   

  
	
  SECTION 4.2.

  	
   

  	
  Establishment of Accounts

  	
   

  
	
  SECTION 4.3.

  	
   

  	
  Calculations and Series Allocations

  	
   

  
	
  SECTION 4.4.

  	
   

  	
  Application of Available Finance Charge
  Collections and Available Principal Collections

  	
   

  
	
  SECTION 4.5.

  	
   

  	
  Distributions

  	
   

  
	
  SECTION 4.6.

  	
   

  	
  Investor Charge-Offs

  	
   

  
	
  SECTION 4.7.

  	
   

  	
  Reallocated Principal Collections

  	
   

  
	
  SECTION 4.8.

  	
   

  	
  Excess Finance Charge Collections

  	
   

  
	
  SECTION 4.9.

  	
   

  	
  Shared Principal Collections

  	
   

  
	
  SECTION 4.10.

  	
   

  	
  Reserve Account

  	
   

  
	
  SECTION 4.11.

  	
   

  	
  Spread Account

  	
   

  
	
  SECTION 4.12.

  	
   

  	
  Investment of Accounts

  	
   

  
	
  SECTION 4.13.

  	
   

  	
  Controlled Accumulation Period

  	
   

  
	
  SECTION 4.14.

  	
   

  	
  [Determination of LIBOR]

  	
   

  
	
  SECTION 4.15.

  	
   

  	
  Swaps

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  Delivery of Series
  [200  -  ] Notes; Reports to Series
  [200  -  ] Noteholders

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1.

  	
   

  	
  Delivery and Payment for the Series
  [200  -  ] Notes

  	
   

  
	
  SECTION 5.2.

  	
   

  	
  Reports and Statements to Series
  [200  -  ] Noteholders

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  Series [200  -  ] Early
  Amortization Events

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1.

  	
   

  	
  Series [200  -  ] Early
  Amortization Events

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

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

  	
   

  
	
   

  	
   

  
	
  SECTION 7.1.

  	
   

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

  	
   

  
	
  SECTION 7.2.

  	
   

  	
  Series Termination

  	
   

  
						



 


i

















 


	
  ARTICLE VIII

  	
   

  	
  Miscellaneous Provisions

  	
   

  
	
   

  	
   

  
	
  SECTION 8.1.

  	
   

  	
  Ratification of Indenture; Amendments

  	
   

  
	
  SECTION 8.2.

  	
   

  	
  Form of Delivery of the Series
  [200  -  ] Notes

  	
   

  
	
  SECTION 8.3.

  	
   

  	
  Counterparts

  	
   

  
	
  SECTION 8.4.

  	
   

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 8.5.

  	
   

  	
  Limitation of Liability

  	
   

  
	
  SECTION 8.6.

  	
   

  	
  Rights of the Indenture Trustee

  	
   

  
	
  SECTION 8.7.

  	
   

  	
  Notice Address for Rating Agencies

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  FASIT MATTERS

  	
   

  
	
   

  	
   

  
	
  SECTION 9.1.

  	
   

  	
  FASIT Administration

  	
   

  
						



 


 


	
  EXHIBITS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
   

  	
  FORM OF CLASS A NOTE

  	
   

  
	
  EXHIBIT A-2

  	
   

  	
  FORM OF CLASS B NOTE

  	
   

  
	
  EXHIBIT A-3

  	
   

  	
  FORM OF CLASS C NOTE

  	
   

  
	
  EXHIBIT B

  	
   

  	
  FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
  NOTIFICATION OF THE INDENTURE TRUSTEE

  	
   

  
	
  EXHIBIT C

  	
   

  	
  FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

  	
   

  
	
  EXHIBIT D

  	
   

  	
  FORM OF MONTHLY SERVICER’S CERTIFICATE

  	
   

  
	
  [EXHIBIT E-1

  	
   

  	
  FORM OF CLASS A SWAP]

  	
   

  
	
  [EXHIBIT E-2

  	
   

  	
  FORM OF CLASS B SWAP]

  	
   

  
	
  [EXHIBIT E-3

  	
   

  	
  FORM OF CLASS C SWAP]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
   

  	
  PERFECTION REPRESENTATIONS, WARRANTIES AND
  COVENANTS

  	
   

  



 


ii

















 


SERIES [200  -  ]
INDENTURE SUPPLEMENT, dated as of [               ,
200  ] (the “Indenture Supplement”),
between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS,
a New York banking corporation, not in its individual capacity, but solely as
indenture trustee (herein, together with its successors in the trusts
thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master
Indenture, dated as of September 25, 2003 (the “Indenture”),
between the Issuer and the Indenture Trustee, as amended by the Omnibus
Amendment No. 1 to Securitization Documents, dated as of February 9, 2004,
among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust
Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the
Indenture Trustee (the "Indenture", together with this
Indenture Supplement, the “Agreement”).


 


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


 


ARTICLE I


Definitions


 


SECTION 1.1.  Definitions.


 


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


 


(b)                                 Each
capitalized term defined herein relates only to Series [200  -  ]
and to no other Series.  Whenever used
in this Indenture Supplement, the following words and phrases shall have the
following meanings:


 


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


 


“Addition Date” means (a) prior to the RFS
Funding Trust Termination Date, an “Addition Date” as such term is defined in
the Trust Receivables Purchase Agreement and (b) on or after the RFS Funding
Trust Termination Date, 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; and


 


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


 


“Available Finance Charge Collections” means,
for any Monthly Period, an amount equal to the sum of (a) the Investor Finance
Charge Collections for such Monthly Period, (b) the Series [200  -  ]
Excess Finance Charge Collections for such Monthly Period, (c) Principal
Accumulation Investment Proceeds, if any, with respect to the related Transfer
Date, (d) interest and earnings on funds on deposit in the Reserve Account
which will be deposited into the Finance Charge Account on the related Transfer
Date to be treated as Available Finance Charge Collections pursuant to Section 4.10(a), (e) amounts, if any, to
be withdrawn from the Reserve Account which will be deposited into the Finance
Charge Account on the related Transfer Date to be treated as Available Finance
Charge Collections pursuant to Section 4.10(c),
and [(f) any Net Swap Receipts for the related Transfer Date].


 


2

















 


“Available Principal Collections” means, for
any Monthly Period, an amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period, minus
(b) the amount of Reallocated Principal Collections with respect to such
Monthly Period which pursuant to Section 4.7
are required to be applied on the related Payment Date, plus (c) the sum of (i)
any Shared Principal Collections with respect to other Principal Sharing Series
(including any amounts on deposit in the Excess Funding Account that are
allocated to Series [200  -  ] for
application as Shared Principal Collections), (ii) the aggregate amount to be
treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii), 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)(xii) for the related
Payment Date.


 


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


 


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


 


“Average
Principal Balance” means for any Monthly Period in which a Reset Date
occurs, the sum of (i) the Aggregate Principal Receivables determined as of the
close of business on the last day of the prior Monthly Period, multiplied by
a fraction the numerator of which is the number of days from and including the
first day of such Monthly Period, to but excluding the related Reset Date, and
the denominator of which is the number of days in such Monthly Period, and (ii)
for each such Reset Date, the product of the Aggregate Principal Receivables
determined as of the close of business on such Reset Date, multiplied by
a fraction, the numerator of which is the number of days from and including
such Reset Date, to the earlier of the last day of such Monthly Period (in
which case such period shall include such date) or the next succeeding Reset
Date (in which case such period shall exclude such date), and the denominator
of which is the number of days in such Monthly Period.


 


“Base Rate” means, for any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of (a) the Monthly Interest, [(b) the Net Swap Payments] 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.


 


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


 


[“Class A Counterparty” means [    ]
or the counterparty under any interest rate swap with respect to the Class A
Notes obtained pursuant to Section 4.16.]


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


[“Class B Counterparty” means [    ]
or the counterparty under any interest rate swap with respect to the Class B
Notes obtained pursuant to Section 4.16.]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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).


 


5

















 


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


 


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


 


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


 


[“Class C Counterparty” means [    ]
or the counterparty under any interest rate swap with respect to the Class C
Notes obtained pursuant to Section 4.16.]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


“Closing Date” means [                   ,
200  ].


 


“Collateral Amount” means, as of any date of
determination, an amount equal to the excess of (a) the sum of (i) the initial
Note Principal Balance on the Closing Date, and (ii) the Initial Excess
Collateral Amount, over (b) the sum of
(i) the amount of principal previously paid to the Series [200  -  ]
Noteholders (other than any principal payments made from funds on deposit in
the Spread Account), (ii) reductions in the Excess Collateral Amount due to
reductions in the Required Excess Collateral Amount, (iii) the Principal
Accumulation Account Balance, and (iv) the excess, if any, of the aggregate
amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts
pursuant to Section 4.4(a)(vii)
prior to such date.


 


“Controlled Accumulation Amount” means, for
any Transfer Date with respect to the Controlled Accumulation Period, $[                  ];
provided, however,
that if the Controlled Accumulation Period Length is determined to be less than
or more than [    ] months pursuant to Section 4.13 or 4.14, 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 Transfer Date.


 


“Controlled Accumulation Date” means [  ],
20[  ].


 


“Controlled Accumulation Period” means, unless
an Early Amortization Event shall have occurred prior thereto, the period
commencing at the opening of business on [                   ,
200  ] or such other date as is determined in accordance with Sections 4.13 and 4.14,
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
Transfer Date with respect to the Controlled Accumulation Period, an amount
equal to the sum of the Controlled Accumulation Amount for such Transfer Date
and any existing Accumulation Shortfall.


 


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


 


7

















 


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


 


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


 


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


 


“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.


 


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


 


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


 


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


 


“Expected Principal Payment Date” means [                     ,
200  ].


 


8

















 


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


 


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


 


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


 


“Finance Charge Collections” means Collections
of Finance Charge Receivables (after giving effect to any recharacterization of
Collections of Principal Receivables as Collections of Finance Charge
Receivables pursuant to Section 2.8
of the Trust Receivables Purchase Agreement or the Transfer Agreement).


 


“Finance Charge Shortfall” is defined in Section 4.8.


 


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


 


“Indenture” is defined in the preamble.


 


“Indenture Trustee” is defined in the
preamble.


 


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


 


“Initial Excess Collateral Amount” means $[    ].


 


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


 


“Investment Earnings” means, for any Payment
Date, all interest and earnings on Permitted Investments included in the Spread
Account (net of losses and investment expenses) 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.


 


9

















 


“Investor Finance Charge Collections”
means, for any Monthly Period, an amount equal to the aggregate amount of
Finance Charge Collections retained or deposited in the Finance Charge Account
for Series [200  -  ] pursuant to Section 4.3(b)(i) for such Monthly
Period.


 


“Investor Principal Collections” means, for
any Monthly Period, an amount equal to the aggregate amount of Principal
Collections retained or deposited in the Principal Account for Series [200  -  ]
pursuant to Section 4.3(b)(ii) for
such Monthly Period.


 


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


 


“Issuer” is defined in the preamble.


 


[“LIBOR” means, for any Interest Period, the
London interbank offered rate for one-month United States dollar deposits
determined by the Indenture Trustee for each Interest Period in accordance with
the provisions of Section 4.15.]


 


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


 


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


 


“Minimum Free Equity Percentage” means, for
purposes of [Series 200  -  ], [    ]%.


 


“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 each Payment
Date, 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; provided that
the Monthly Period related to the [            
200  ] Payment Date shall mean the period from and including
the Closing Date to and including the last day of [                
200  ].


 


“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:


 


(c)                                  the
lesser of (i) the Class A Required Amount and (ii) $[                ]
minus the sum of (x) the amount of
unreimbursed Investor Charge-Offs (after giving effect to


 


10

















 


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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Payment Date” means [              ,
200   ] and the 15th day of each calendar
month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.


 


11

















 


“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 Aggregate
Investor Default Amount for such Monthly Period and (b) the denominator of
which is the Collateral Amount plus amounts on deposit in Principal
Accumulation Account, each as of the close of business on the last day of such
Monthly Period.


 


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


 


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


 


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


 


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


 


“Principal Shortfall” is defined in Section 4.9.


 


“Quarterly Excess Spread Percentage” means (a)
with respect to the [                
200  ] Payment Date, the Excess Spread Percentage for the
Monthly Period relating to such Payment Date, (b) with respect to the [                
200  ] Payment Date, the percentage equivalent of a fraction
the numerator of which is the sum of (i) the Excess Spread Percentage for the
Monthly Period relating to the [                
200  ] Payment Date and (ii) the Excess Spread Percentage for
the Monthly Period relating to the [                
200  ] Payment Date and the denominator of which is two, (c)
with respect to the [                
200  ] Payment Date, the percentage equivalent of a fraction
the numerator of which is the sum of (i) the Excess Spread Percentage for the
Monthly Period relating to the [                
200  ] Payment Date (ii) the Excess Spread Percentage with
respect to the Monthly Period relating to the [                
200  ] Payment Date and (iii) the Excess Spread Percentage for
the Monthly Period relating to the [                
200  ] Payment Date and the denominator of which is three and
(d) with respect to the [                
200  ] Payment Date and each Payment Date thereafter, the
percentage equivalent of a fraction the numerator of which is the sum of the
Excess Spread Percentages determined with respect to the Monthly Periods
relating to such Payment Date and the immediately preceding two Payment Dates
and the denominator of which is three.


 


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


 


“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.


 


12

















 


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


 


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


 


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


 


“Removal Date” means (a) prior to the RFS
Funding Trust Termination Date, the “Removal Date” as such term is defined in
the Trust Receivables Purchase Agreement and (b) on or after the RFS Funding
Trust Termination Date, a “Removal Date” as such term is defined in the
Transfer Agreement.


 


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


 


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


 


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


 


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


 


“Required Reserve Account Amount” means, for
any Transfer Date on or after the Reserve Account Funding Date, an amount equal
to (a) [    ]% of the Note Principal Balance or (b)
any other amount designated by the Issuer; provided,  however,
that if such designation is of a lesser amount, the Issuer shall (i) provide
the Indenture Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Indenture Trustee a certificate of an
Authorized Officer to the effect that, based on the facts known to such officer
at such time, in the reasonable belief of the Issuer, such designation will not
cause an Early Amortization Event or an event that, after the giving of notice
or the lapse of time, would cause an Early Amortization Event to occur with
respect to Series [200  -  ].


 


“Required Spread Account Amount” means, for
any Payment Date, the product of (i) the Spread Account Percentage in effect on
such date and (ii) during (x) the Revolving Period, the 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 an acceleration of the
Series [200  -  ] Notes under Section 5.3
of the Indenture, the Required Spread Account Amount for any Payment


 


13

















 


Date will in no event exceed the Class C Note Principal Balance (after
taking into account any payments to be made on such Payment Date).


 


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


 


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


 


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


 


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


 


“Reset Date” means:


 


(a)                                  each Addition Date;


 


(b)                                 each Removal Date on
which, if any Series of Notes or any Series under (and as defined in) the RFS
Funding Trust Agreement has been paid in full, Principal Receivables for that
Series are removed from the Receivables Trust;


 


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


 


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


 


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


 


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


 


“RFS Funding Trustee” means Deutsche Bank
Trust Company Delaware, not in its individual capacity but solely in its capacity
as trustee under the RFS Funding Trust Agreement.


 


“Series
Accounts” is defined in Section 4.2.


 


14

















 


“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 Receivables 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 Servicing Fee Percentage” means [2]% per annum.


 


“Series Maturity Date” means, with respect to
Series [200  -  ], the [                     ,
200  ] Payment Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


provided,
that if an Early Amortization Event is deemed to occur, the Spread Account
Percentage shall be [    ]% and may not be reduced.


 


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


 


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


 


“Trust” is defined in the preamble.


 


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


 


ARTICLE II


Creation of the Series [200  -  ]
Notes


 


SECTION 2.1.  Designation.


 


(a)                                  There
is hereby created and designated a Series of Notes to be issued pursuant to the
Indenture and this Indenture Supplement to be known as “GE Capital Credit Card Master Note Trust, Series
[200  -  ]” or the “Series
[200  -  ] Notes.”  The Series [200  -  ] Notes
shall be issued in three Classes, known as the “Class
A Series [200  -  ] [Floating Rate] Asset Backed Notes,”
the “Class B Series [200  -  ]
[Floating Rate] Asset Backed Notes,” and the “Class C Series [200  -  ] [Floating
Rate] Asset Backed Notes.”


 


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


 


ARTICLE III


REPRESENTATIONS
AND WARRANTIES


 


SECTION 3.1.  Representations and Warranties.  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.


 


ARTICLE IV


Rights of Series [200  -  ]
Noteholders and Allocation and Application of Collections


 


SECTION 4.1.  Determination of Interest and Principal.


 


(a)                                  The
amount of monthly interest (“Class A Monthly
Interest”) due and payable with respect to the Class A Notes on any
Payment Date shall be an amount equal to the product of (i) a fraction, the
numerator of which is [the actual number of days in the related Interest
Period] [30] and the denominator of which is 360, (ii) the Class A Note
Interest Rate in effect


 


16

















 


with respect to the related Interest Period and (iii) the Class A Note
Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class A Note
Initial Principal Balance); provided
that Class A Monthly Interest for the first Interest Period will be $[                    ].


 


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 [the actual number of days in the related Interest
Period] [30] and the denominator of which is 360, (ii) the Class B Note
Interest Rate in effect with respect to the related Interest Period and (iii)
the Class B Note Principal Balance as of the close of business on the last day
of the preceding Monthly Period (or, with respect to the initial Payment Date,
the Class B Note Initial Principal Balance), provided
that Class B Monthly Interest for the first Interest Period will be [$                      ].


 


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


 


(c)                                  The
amount of monthly interest (“Class C Monthly Interest”)
due and payable with respect to the Class C Notes on any Payment Date shall be
an amount equal to the product of (i) a fraction, the numerator of which is
[the actual number of days in the related Interest Period] [30] and the
denominator of which is 360, (ii) the Class C Interest Rate in effect with
respect to the related Interest Period and (iii) the Class C Note Principal
Balance as of the close


 


17

















 


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 Class C Monthly
Interest for the first Interest Period will be $[                    ].


 


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


 


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


 


SECTION 4.2.  Establishment of Accounts.


 


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


 


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


 


(c)                                  On
or before the Closing Date, the Issuer shall enter into a depositary agreement
to govern the Series Accounts pursuant to which such accounts are continuously
identified in the depositary institution’s books and records as subject to a
security interest in favor of the Indenture Trustee on behalf of the
Noteholders and, except as may be expressly provided herein to the contrary, in
order to perfect the security interest of the Indenture Trustee on behalf of
the Noteholders under the UCC, the Indenture Trustee on behalf of the
Noteholders shall have the


 


18

















 


power to direct disposition of the funds in the Series Accounts without
further consent by the Issuer; provided  however, that prior to
the delivery by the Indenture Trustee on behalf of the Noteholders of notice
otherwise, the Issuer shall have the right to direct the disposition of funds
in the Series Accounts; provided  further that the Indenture
Trustee on behalf of the Noteholders agrees that it will not deliver such
notice or exercise its power to direct disposition of the funds in the Series
Accounts unless an Event of Default has occurred and is continuing.


 


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


 


SECTION 4.3.  Calculations and Series Allocations.


 


(a)                                  Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series [200  -  ]
pursuant to Article VIII of the
Indenture shall be allocated and distributed as set forth in this Article.  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 Sections 4.3(a)
and (b) with respect to any Monthly
Period need not be deposited into the Collection Account or any Series Account
prior to the related Transfer Date, and, when so deposited, (x) may be
deposited net of any amounts required to be distributed to Transferor and, if
the Originator is Servicer, any amounts owed to the Servicer, and (y) shall be
deposited into the Finance Charge Account (in the case of Collections of
Finance Charge Receivables) and the Principal Account (in the case of
Collections of Principal Receivables (not including any Shared Principal Collections
allocated to Series [200  -  ] pursuant to Section 8.5 of the Indenture)).


 


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


 


(i)                                     Allocations of Finance Charge Collections.  The Issuer shall allocate to the Series [200  -  ]
Noteholders an amount equal to the product of (A) the Allocation Percentage and
(B) the aggregate Finance Charge Collections processed on such Date of
Processing and shall deposit such amount into the Finance Charge Account; provided that, so long as, 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


 


19

















 


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


 


With respect to
any Monthly Period when deposits of Collections of Finance Charge Receivables
into the Finance Charge Account are limited to deposits up to the Target Amount
in accordance with clause (i) above,
notwithstanding such limitation: (1) “Reallocated
Principal Collections” for the related Transfer Date shall be
calculated as if the full amount of Finance Charge Collections allocated to the
Noteholders during that Monthly Period had been deposited in the Finance Charge
Account and applied on such Transfer 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 such
Transfer Date.  To avoid doubt, the calculations
referred to in the preceding clause (2)
include the calculations required by the definition of Portfolio Yield and by clause (b)(iv) of the definition of
Collateral Amount.


 


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


 


(x)                                   Allocations During the Revolving Period.


 


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


 


20

















 


[200  -  ]
Noteholders and first, if any other Principal Sharing Series is outstanding and
in its accumulation period or amortization period, retained in the Principal
Account for application, to the extent necessary, as Shared Principal
Collections to other Principal Sharing Series on the related Payment Date,
second deposited in the Excess Funding Account to the extent necessary so that
the Free Equity Amount is not less than the Minimum Free Equity Amount and
third paid to the holders of the Transferor Interest.


 


(2)                                  With
respect to each Monthly Period falling in the Revolving Period, to the extent
that Collections of Principal Receivables allocated to the Series [200  -  ]
Noteholders pursuant to this Section 4.3(b)(ii)
are paid to Transferor, the Issuer shall cause Transferor to make an amount
equal to the Reallocated Principal Collections for the related Transfer Date
available on that Transfer Date for application in accordance with Section  4.7.


 


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


 


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


 


21

















 


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 Transfer 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)                                     on
a pari passu basis (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 RFS Funding
Trustee of the accrued and unpaid fees and other amounts owed to the RFS
Funding Trustee up to a maximum amount of $25,000 for each calendar year, (C)
the payment to the Trustee of the accrued and unpaid fees and other amounts
owed to Trustee up to a maximum amount of $25,000 for each calendar year and
(D) the payment to the Administrator of the accrued and unpaid fees and other
amounts owed to the Administrator up to a maximum amount of $25,000 for each
calendar year.


 


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


 


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


 


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


 


22

















 


(v)                                 on
a pari passu basis (A) an amount equal to Class C Monthly Interest for such
Payment Date, plus any Class C
Deficiency Amount, plus the amount of
any Class C Additional Interest for such Payment Date, plus the amount of any Class C Additional
Interest previously due but not paid to the Class C Noteholders on a prior
Payment Date shall be deposited into the Distribution Account, [and
(B) any Class C Net Swap Payment for such Payment Date and any unpaid Class C
Net Swap Payments owed to the Class C Counterparty in respect of any prior
Payment Date shall be paid to the Class C Counterparty]; provided,
however, that, in the event that the sum of Class C Monthly Interest
exceeds the amount of Available Finance Charge Collections available (after
giving effect to Sections 4.4(a)(i)
through (iv) above) to fund such Class
C Monthly Interest and Class C Additional Interest, a draw will be made from
amounts available for distribution in the Spread Account (at the times and in
the amounts specified in Section 4.11)
and shall be deposited into the Distribution Account for payment to the Class C
Noteholders on such Payment Date in accordance with this Section 4.4(a)(v);


 


(vi)                              an
amount equal to the Investor Default Amount and any Investor Uncovered Dilution
Amount for such Payment Date 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 Transfer 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 Transfer 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(d), 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(d) shall
be deposited into the Spread Account;


 


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


 


23

















 


(xi)                                on
a pari passu basis any amounts owed to such Persons listed in clause (i) above
and not paid pursuant to clause (i) above shall be paid to such Persons; and


 


(xii)                             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
shall first be used to pay Monthly Principal to the extent not paid in full
pursuant to Section 4.4(c), and any amounts remaining after payment
in full of the Monthly Principal shall be paid to the Issuer in respect of the
Ownership Interest.


 


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


 


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


 


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


 


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


 


24

















 


Account pursuant to Section 4.4(a)(iii) on the preceding
Transfer 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 the preceding Transfer 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 the preceding Transfer Date.


 


(e)                                  On
the earlier to occur of (i) the first Transfer Date with respect to the Early
Amortization Period and (ii) the Transfer Date immediately preceding 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 the related Payment Date shall pay such amount first to the Class A Noteholders, until the
Class A Note Principal Balance is paid in full; second
to the Class B Noteholders until the Class B Principal Balance is paid in full;
and third to the Class C Noteholders
until the Class C Note Principal Balance is paid in full.


 


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


 


SECTION 4.5.  Distributions.


 


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


 


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


 


(c)                                  On
each Payment Date, the Issuer shall pay to each Class C Noteholder of record on
the related Record Date such Class C Noteholder’s pro  rata share
of the amounts on deposit in the Distribution Account (including amounts
withdrawn from the Spread Account (at the times and in the amounts specified in
Section 4.11)) that are allocated and available on such Payment
Date and as are payable to the Class C Noteholders pursuant to this Indenture
Supplement.


 


(d)                                 The
payments to be made pursuant to this Section 4.5 are subject to the
provisions of Section 7.1 of this Indenture Supplement;


 


(e)                                  Noteholders
hereunder shall be made by (i) check mailed to each Series [200  -  ]
Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that for any Series [200  -  ] Notes
registered in the name of the nominee of a Clearing Agency, such payment shall
be made by wire transfer of immediately available funds and (ii) except as
provided in Section 2.7(b) of the Indenture, without presentation or
surrender of any Series [200  -  ] Note or
the making of any notation thereon.


 


25

















 


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


 


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


 


SECTION 4.8.  Excess Finance Charge Collections.  Series [200  -  ]
shall be an Excess Allocation Series with respect to Group One only.  Subject to Section 8.6
of the Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One for any Transfer Date will be allocated to
Series [200  -  ] in an amount equal to the
product of (x) the aggregate amount of Excess Finance Charge Collections with
respect to all the Excess Allocation Series in Group One for such Payment Date
and (y) a fraction, the numerator of which is the Finance Charge Shortfall for
Series [200  -  ] for such Payment Date and
the denominator of which is the aggregate amount of Finance Charge Shortfalls
for all the Excess Allocation Series in Group One for such Payment Date.  The “Finance
Charge Shortfall” for Series [200  -  ]
for any Payment Date will be equal to the excess, if any, of (a) the full
amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (xi) 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 [200  -  ]
on any Transfer Date will be equal to the product of (x) the aggregate amount
of Shared Principal Collections with respect to all Principal Sharing Series
for such Transfer Date and (y) a fraction, the numerator of which is the
Principal Shortfall for Series [200  -  ] for
such Transfer Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Series which are Principal Sharing Series for
such Transfer Date.  The “Principal Shortfall” for Series [200  -  ]
will be equal to (a) for any Transfer Date with respect to the Revolving Period
or any Transfer Date during the Early Amortization Period prior to the Transfer
Date relating to the Expected Principal Payment Date, 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) and (c) for any Transfer Date relating to any
Payment Date on or after the Expected Principal Payment Date, 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


 


26

















 


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


 


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


 


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


 


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


 


(e)                                  Upon
the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement,
(ii) the first Transfer Date relating to the Early Amortization Period and
(iii) the Expected Principal Payment Date for the Class C Notes, the Issuer,
after the prior payment of all amounts owing to the Series [200  -  ]
Noteholders that are payable from the Reserve Account as provided herein, shall
withdraw from the Reserve Account all amounts, if any, on deposit in the
Reserve Account and distribute any such amounts to the holders of the
Transferor Interest.  The Reserve
Account shall thereafter be deemed to have terminated for purposes of this
Indenture Supplement.


 


SECTION 4.11.  Spread Account.


 


(a)                                  On
or before each Transfer Date, if the aggregate amount of Available Finance
Charge Collections 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:


 


27

















 


(i) the amount on deposit in the Spread Account after application of
any amounts set forth in clause (a) above and (ii) the Class C Note Principal
Balance.


 


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


 


(d)                                 On
any day following the occurrence of an Event of Default with respect to Series
200[  ]-[  ] that has resulted in the
acceleration of the Series 200[  ]-[  ]
Notes, the Issuer shall withdraw from the Spread Account the Available Spread
Account Amount and deposit such amount in the Distribution Account for payment
to the Series 200[  ]-[  ] Notes in the
following order of priority until all amounts owed to such Noteholders have
been paid in full: (i) the Class C Noteholders, (ii) the Class A Noteholders
and (iii) the Class B Noteholders.


 


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


 


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


 


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


 


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


 


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


 


(d)                                 On
each Transfer Date (but subject to Section 4.11(a)),
the Investment Earnings, if any, accrued since the preceding Transfer Date on
funds on deposit in the Spread Account shall be paid to the holders of the
Transferor Interest.  For purposes of
determining the


 


28

















 


availability of funds or the balance in the Spread Account for any
reason under this Indenture Supplement (subject to Section 4.11(a)),
all Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the
Series [200  -  ] Notes has been accelerated
as a result of an Event of Default, all Investment Earnings shall be added to
the balance on deposit in the Spread Account and treated like the rest of the
Available Spread Account Amount.


 


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


 


SECTION 4.14.  [Determination of LIBOR].


 


(a)                                  [On
each LIBOR Determination Date in respect of an Interest Period, the Indenture
Trustee shall determine LIBOR on the basis of the rate per annum displayed in
the Bloomberg Financial Markets system as the composite offered rate for London
interbank deposits for a one-month period, as of 11:00 a.m., London time, on
that date.  If that rate does not appear
on that display page, LIBOR for that Interest Period will be the rate per annum
shown on page 3750 of the Bridge Telerate Services Report screen or any
successor page as the composite offered rate for London interbank deposits for
a one-month period, as shown under the heading “USD” as of 11:00 a.m., London
time, on the LIBOR Determination Date. 
If no rate is shown as described in the preceding two sentences, LIBOR
for that Interest Period will be the rate per annum based on the rates at which
Dollar deposits for a one-month period 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 lease two rates appear on that page, the rate
will be the arithmetic mean of the displayed


 


29

















 


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 a one-month period.  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 one-month period.]


 


(b)                                 The
Class A Note Interest Rate, Class B Note Interest Rate and Class C Note
Interest Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by telephoning the Indenture Trustee at its
corporate trust office at [(      )       -        ]
or such other telephone number as shall be designated by the Indenture Trustee
for such purpose by prior written notice by the Indenture Trustee to each
Series [200  -  ] Noteholder from time to
time.


 


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


 


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


 


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


 


30

















 


ARTICLE V


Delivery of Series [200  -  ]
Notes;

Reports to Series [200  -  ] Noteholders


 


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


 


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


 


SECTION 5.2.  Reports and Statements to Series [200  -  ]
Noteholders.


 


(a)                                  On
each Payment Date, the Indenture Trustee shall forward to each Series [200  -  ]
Noteholder a statement substantially in the form of Exhibit
C prepared by the Servicer.


 


(b)                                 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 (i) a statement substantially in the form of Exhibit B prepared by the Servicer and (ii) a
certificate of an Authorized Officer substantially in the form of Exhibit D; provided
that the Issuer may amend the form of Exhibit B
from time to time, with the prior written consent of the Indenture Trustee.


 


(c)                                  A
copy of each statement or certificate provided pursuant to paragraph (a)
or (b) may be obtained by any Series [200  -  ]
Noteholder by a request in writing to the Issuer.


 


(d)                                 On
or before January 31 of each calendar year, beginning with
January 31, 2005, the Issuer shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a Series
[200  -  ] Noteholder the information for the
preceding calendar year, or the applicable portion thereof during which the
Person was a Noteholder, as is required to be provided by an issuer of
indebtedness under the Code to the holders of the Issuer’s indebtedness and
such other customary information as is necessary to enable such Noteholder to
prepare its federal income tax returns. 
Notwithstanding anything to the contrary contained in this Agreement,
the Issuer shall, to the extent required by applicable law, from time to time
furnish to the appropriate Persons, at least five Business Days prior to the
end of the period required by applicable law, the informed required to complete
a Form 1099-INT.


 


ARTICLE VI


Series [200  -  ]
Early Amortization Events


 


SECTION 6.1.  Series [200  -  ] Early Amortization
Events.  If any one of the following
events shall occur with respect to the Series [200  -  ]
Notes:


 


(a)                                  (i)  failure on the part of Transferor to make
any payment or deposit required to be made by it by the terms of the Trust
Receivables Purchase Agreement or the Transfer Agreement on or before the date
occurring five (5) Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) failure of the Transferor duly to
observe or perform in any material respect any of their respective covenants or
agreements set forth in the Trust


 


31

















 


Receivables Purchase Agreement or the Transfer Agreement (excluding, in
the case of Issuer, matters addressed by clause
(i) above, which failure has a material adverse effect on the Series
[200  -  ] Noteholders and which continues
unremedied for a period of sixty days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Indenture Trustee, or to the Transferor and the Indenture
Trustee by any Noteholder of the Series [200  -  ]
Notes;


 


(b)                                 any
representation or warranty made by Transferor in the Transfer Agreement or the
Trust Receivables Purchase Agreement or any information contained in an account
schedule required to be delivered by it pursuant to Section 2.1 or Section 2.6(c) of the Transfer
Agreement, Trust Agreement or the Bank Receivables Sale Agreement shall prove
to have been incorrect in any material respect when made or when delivered,
which continues to be incorrect in any material respect for a period of sixty
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of
the Series [200  -  ] Notes and as a result
of which the interests of the Series [200  -  ]
Noteholders are materially and adversely affected for such period; provided,
however, that a Series [200  -  ]
Early Amortization Event pursuant to this Section 6.1(b)
shall not be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Transferred Receivable, or all of such Transferred
Receivables, if applicable, during such period in accordance with the
provisions of the Transfer Agreement or the Trust Receivables Purchase
Agreement;


 


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


 


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


 


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


 


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


 


(g)                                 without
limiting the foregoing, the occurrence of an Event of Default with respect to
Series [200  -  ] and acceleration of the
maturity of the Series [200  -  ] Notes
pursuant to Section 5.3 of the
Indenture;


 


then, in the case
of any event described in subsection (a),
(b) or (d),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Indenture Trustee or the holders of Series [200  -  ]
Notes evidencing more than 50% of the aggregate unpaid principal amount of
Series [200  -  ] Notes by notice then given
in writing to the Issuer (and to the Indenture Trustee if given by the Series
[200  -  ] Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series [200  -  ]
(a “Series [200  -  ] Early
Amortization Event”) has occurred as of the date of such notice,
and, in the case of any event described in subsection (c),
(e), (f) or
(g) a Series [200  -  ]
Early Amortization Event shall occur without any notice or other


 


32

















 


action on the part of the Indenture Trustee or the Series [200  -  ]
Noteholders immediately upon the occurrence of such event.


 


ARTICLE VII


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


 


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


 


(a)                                  On
any day occurring on or after the date on which the outstanding principal
balance of the Series [200  -  ] Notes is
reduced to 10% or less of the initial outstanding principal balance of Series
[200  -  ] Notes, Transferor has the option
pursuant to the Trust Agreement to reduce the Collateral Amount to zero by
paying a purchase price equal to the greater of (x) the Collateral Amount, plus
the applicable Allocation Percentage of outstanding Finance Charge Receivables
and (y) a minimum amount equal to (i) if such day is a Payment Date, the
Redemption Amount for such Payment Date or (ii) if such day is not a Payment
Date, the Redemption Amount for the Payment Date following such day.  If Transferor exercises such option, Issuer
will apply such purchase price to repay the Notes in full as specified below.


 


(b)                                 Issuer
shall give the Indenture Trustee at least thirty (30) days prior written notice
of the date on which Transferor intends to exercise such optional
redemption.  Not later than 12:00 noon,
New York City time, on such day Issuer shall deposit into the Distribution
Account in immediately available funds the excess of the Redemption Amount over
the amount, if any, on deposit in the Principal Accumulation Account.  Such redemption option is subject to payment
in full of the Redemption Amount. 
Following such deposit into the Distribution Account in accordance with
the foregoing, the Collateral Amount for Series [200  -  ]
shall be reduced to zero and the Series [200  -  ]
Noteholders shall have no further security interest in the Transferred
Receivables.  The Redemption Amount
shall be paid as set forth in Section 7.1(d).


 


(c)                                  (i)  The amount to be paid by the Transferor with
respect to Series [200  -  ] in connection
with a reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(d) of the Transfer Agreement
shall not be less than the Redemption Amount for the first Payment Date
following the Monthly Period in which the reassignment obligation arises under
the Transfer Agreement.


 


(ii)                                  The
amount to be paid by the Issuer with respect to Series [200  -  ]
in connection with a repurchase of the Notes pursuant to Section 10.1 of the Trust Agreement
shall not be less than the Redemption Amount for the Payment Date of such
repurchase.


 


(d)                                 With
respect to (i) the Redemption Amount deposited into the Distribution Account
pursuant to Section 7.1 or (ii)
the proceeds of any sale of Transferred Receivables pursuant to Section 5.3 of the Indenture with
respect to Series [200  -  ], the
Indenture Trustee shall, in accordance with the written direction of the
Issuer, not later than 12:00 noon, New York City time, on the related Payment
Date, make payments of the following amounts (in the priority set forth below
and, in each case, after giving effect to any deposits and payments otherwise
to 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


 


33

















 


to the sum of (A) Class A Monthly Interest due and payable on such
Payment Date or any prior Payment Date, (B) any Class A Deficiency Amount
for such Payment Date and (C) the amount of Class A Additional Interest, if
any, for such Payment Date and any Class A Additional Interest previously due
but not paid to the Class A Noteholders on any prior Payment Date, will be paid
to the Class A Noteholders, (ii) (x) the Class B Note Principal Balance on
such Payment Date will be paid to the Class B Noteholders and (y) an amount
equal to the sum of (A) Class B Monthly Interest due and payable on such
Payment Date or any prior Payment Date, (B) any Class B Deficiency Amount for
such Payment Date and (C) the amount of Class B Additional Interest, if any,
for such Payment Date and any Class B Additional Interest previously due but
not paid to the Class B Noteholders on any prior Payment Date, will be paid to
the Class B Noteholders, (iii)  (x) the Class C Note Principal Balance on
such Payment Date will be paid to the Class C Noteholders and (y) an amount
equal to the sum of (A) Class C Monthly Interest due and payable on such
Payment Date or any prior Payment Date, (B) any Class C Deficiency Amount for
such Payment Date, and (C) the amount of Class C Additional Interest, if any,
for such Payment Date and any Class C Additional Interest previously due but
not paid to the Class C Noteholders on any prior Payment Date will be paid to
the Class C Noteholders and (iv) on a pari passu basis, (A) any amounts owed to
the Counterparty under the Class A Swap will be paid to the Class A
Counterparty, (B) any amounts owed to the Class B Counterparty under the Class
B Swap will be paid to the Class B Counterparty and (C) any amounts owed to the
Class C Counterparty under the Class C Swap will be paid to the Class C
Counterparty and (v) any excess shall be released to the Issuer.


 


SECTION 7.2.  Series Termination.


 


On the Series
Maturity Date, the unpaid principal amount of the Series [200  -  ]
Notes shall be due and payable.


 


ARTICLE VIII


Miscellaneous Provisions


 


SECTION 8.1.  Ratification of Indenture; Amendments.  As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Indenture Supplement shall be read, taken
and construed as one and the same instrument. 
This Indenture Supplement may be amended only by a Supplemental
Indenture entered in accordance with the terms of Section 10.1
or 10.2 of the Indenture.  For purposes of the application of Section 10.2 to any amendment of this
Indenture Supplement, the Series [200  -  ]
Noteholders shall be the only Noteholders whose vote shall be required.


 


SECTION 8.2.  Form of Delivery of the Series [200  -  ]
Notes.  The Class A Notes, the Class
B Notes and the Class C Notes shall be Book-Entry Notes and shall be delivered
as provided in Sections 2.1 and 2.2 of the Indenture.


 


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


 


34

















 


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


 


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


 


BECAUSE DISPUTES ARISING
IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE,


 


35

















 


TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INDENTURE
SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 


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


 


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


 


[Fitch Ratings

One State Street Plaza

New York, NY ,10004

Telephone: (212) 908-0247

Facsimile: (212) 514-9879]


 


[Moody’s Rating Service

99 Church Street

New York, NY 10007]


 


[Standard & Poor’s

55 Water Street

New York, NY 10041]


 


ARTICLE IX


FASIT MATTERS


 


SECTION 9.1.  FASIT Administration. 
(a)  FASIT Matters.  An election has been made to treat the Trust
Estate as a FASIT known as the RFS FASIT. 
December 30, 2002 was designated as the “Startup Day” of the RFS
FASIT within the meaning of section 860L(d)(1) of the Code.  The Ownership Interest was designated as the
single class of “ownership interest” (within the meaning of section 860L(b)(2)
of the Code) in the RFS FASIT. 
Notwithstanding any


 


36

















 


provision of the Indenture or this Indenture Supplement to the
contrary, each class of Series [200  -] Regular Interests
shall mature on or before December 1, 2020.


 


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


 


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


 


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


 


37

















 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 


38

















 


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


 


 


	
   

  	
  GE CAPITAL CREDIT CARD MASTER
  NOTE TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Bank of New York (Delaware), not in its individual capacity, but as Trustee
  on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


S-1

















 


EXHIBIT A-1


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


 


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


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST RFS FUNDING TRUST, THE TRANSFEROR OR THE ISSUER, OR SOLICIT
OR JOIN OR COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN
INSTITUTING AGAINST RFS FUNDING TRUST, THE TRANSFEROR OR THE ISSUER, 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 OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.


 


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.


 


A-1-1

















 


	
  REGISTERED 

  	
   

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP
  NO.

  
						



 


GE
CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]


 


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


 


GE Capital Credit
Card Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by a Trust Agreement dated as of                              ,
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 [                             ]
200[  ] 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 [                             ],
200[  ] 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.


 


A-1-2

















 


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:

  	
  [                                      ],
  not in its individual capacity but solely as Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Dated:  ,

  	
   

  	
  ,

  	
   

  
						



 


A-1-3

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [    ],

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-1-4

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]


 


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


 


Summary of Terms and Conditions


 


This Class A Note
is one of a duly authorized issue of Notes of the Issuer, designated as GE
Capital Credit Card Master Note Trust, Series [200  -  ]
(the “Series [200  -  ] Notes”),
issued under a Master Indenture dated as of                              ,
2001 (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                              ,
2003 (the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


A-1-5

















 


ASSIGNMENT


 


Social Security or other
identifying number of assignee


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 


 












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


 


A-1-6

















 


EXHIBIT A-2


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


 


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


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST RFS FUNDING TRUST, THE TRANSFEROR OR THE ISSUER, OR SOLICIT
OR JOIN OR COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN
INSTITUTING AGAINST RFS FUNDING TRUST, THE TRANSFEROR OR THE ISSUER, 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 OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.


 


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.


 


A-2-1

















 


	
  REGISTERED

  	
   

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP
  NO.

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]


 


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


 


GE Capital Credit
Card Master Note Trust (herein referred to as the “Issuer” or the “Trust”), a
Delaware statutory trust governed by a Trust Agreement dated as of                              ,
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 [                             ],
200[  ] 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 [                             ],
200[  ] Payment Date). 
Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date.  Interest will be computed on the basis of a
[360-day] year and the [actual] number of days elapsed.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


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


 


A-2-2

















 


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:

  	
  [                                      ],
  not in its individual capacity but solely as Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Dated:  ,

  	
   

  	
  ,

  	
   

  
						



 


A-2-3

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [    ],

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-2-4

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2001-


 


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


 


Summary of Terms and Conditions


 


This Class B Note
is one of a duly authorized issue of Notes of the Issuer, designated as GE
Capital Credit Card Master Note Trust, Series [200  -  ]
(the “Series [200  -  ] Notes”),
issued under a Master Indenture dated as of                              ,
2001 (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                              ,
2003 (the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


A-2-5

















 


ASSIGNMENT


 


Social Security or other
identifying number of assignee                                .


 


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


 


	
  Dated:  ,

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 


 












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


 


A-2-6

















 


EXHIBIT A-3


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


 


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


 


THE HOLDER OF THIS
NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST RFS FUNDING TRUST, THE TRANSFEROR OR THE ISSUER, OR SOLICIT
OR JOIN OR COOPERATE WITH OR ENCOURAGE OR ENCOURAGE ANY INSTITUTION IN
INSTITUTING AGAINST RFS FUNDING TRUST, THE TRANSFEROR OR THE ISSUER, 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 OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.


 


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.


 


A-3-1

















 


	
  REGISTERED

  	
   

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
  CUSIP
  NO.

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]


 


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


 


GE Capital Credit
Card Master Note Trust (herein referred to as the “Issuer”
or the “Trust”), a Delaware statutory
trust governed by a Trust Agreement dated as of                              ,
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 [                             ],
200[  ] 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 [                             ],
200[  ] Payment Date). 
Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date.  Interest will be computed on the basis of a
[360-day] year and the [actual] number of days elapsed.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


 


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


 


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


 


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


 


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


 


A-3-2

















 


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:

  	
  [                                      ],
  not in its individual capacity but solely as Trustee on behalf of Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Dated:  ,

  	
   

  	
  ,

  	
   

  
						



 


A-3-3

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [    ],

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-3-4

















 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES [200  -  ]


 


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


 


Summary of Terms and Conditions


 


This Class C Note
is one of a duly authorized issue of Notes of the Issuer, designated as GE
Capital Credit Card Master Note Trust, Series [200  -  ]
(the “Series [200  -  ] Notes”),
issued under a Master Indenture dated as of                              ,
2001 (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                              ,
2003 (the “Indenture Supplement”), and
representing the right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or
inconsistency between the Indenture and this Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


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


 


A-3-5

















 


ASSIGNMENT


 


Social Security or other
identifying number of assignee


 


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


 


	
  Dated:  ,

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 


 












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


 


A-3-6

















 


EXHIBIT B


 


FORM OF MONTHLY PAYMENT INSTRUCTIONS AND

NOTIFICATION TO INDENTURE TRUSTEE


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST

SERIES [200  -  ]


 


The undersigned, a
duly authorized representative of Monogram Credit Card Bank of Georgia, as
Servicer, pursuant to the Indenture (as defined below), does hereby certify as
follows:


 


A.                                   Capitalized terms
used in this Certificate have their respective meanings set forth in the Master
Indenture dated as of [          ,
    , 200  ] (the “Indenture”) between the GE Capital Credit
Card Master Note Trust (the “Issuer”)
and [    ], as indenture trustee (the “Indenture Trustee”) as supplemented by the
[200  -  ] Indenture Supplement dated as of [                             ,
200  ] between the Issuer and Indenture Trustee (as amended
and supplemented, the “Indenture Supplement”).


 


B.                                     The undersigned is
an Authorized Officer of the Issuer.


 


I.                                         INSTRUCTION
TO MAKE A WITHDRAWAL


 


Pursuant to Section 4.4, the Servicer does hereby
instruct the Indenture Trustee (i) to make a withdrawal from the Distribution
Account (or other Series Account as specified below) on                              ,
200  , which date is a Payment Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Finance Charge
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.4(a):


 


	
  A.

  	
   

  	
  Pursuant to Section 4.4(a)(i):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unpaid Fees and other
  amounts owed to Indenture Trustee

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unpaid Fees and other
  amounts owed to RFS Funding Trustee

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unpaid Fees and other
  amounts owed to Trustee

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unpaid Fees and other
  amounts owed to Administrator

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Pursuant to Section 4.4(a)(ii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Noteholder Servicing
  Fee for such Payment Date, plus the amount of any Noteholder Servicing Fee
  previously due but not distributed to the Servicer on a prior Payment Date

  	
   

  	
  $

  



 


B-1

















 


	
  C.

  	
   

  	
  Pursuant to Section 4.4(a)(iii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class A Monthly
  Interest for the preceding Interest Period

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monthly Interest
  previously due but not distributed to Class A Noteholders

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional Interest
  previously due but not distributed to Class A Noteholders

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class A Net Swap Payment

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Pursuant to Section 4.4(a)(iv):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class B Monthly
  Interest for the preceding Interest Period

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monthly Interest
  previously due but not distributed to Class B Noteholders

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional Interest
  previously due but not distributed to Class B Noteholders

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class B Net Swap
  Payment

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Pursuant to Section 4.4(a)(iv):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Noteholder Servicing
  Fee for such Payment Date, plus the amount of any Noteholder Servicing Fee
  previously due but not distributed to the Servicer on a prior Payment Date

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Pursuant to Section 4.4(a)(v):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class C Monthly
  Interest for the preceding Interest Period

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Monthly Interest
  previously due but not distributed to Class C Noteholders

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional Interest
  previously due but not distributed to Class C Noteholders

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class C Net Swap
  Payment

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
   

  	
  Pursuant to Section 4.4(a)(vi) from the Principal
  Account:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Investor Default Amount
  to be treated as Available Principal Collections

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Investor Uncovered
  Dilution Amount for such Payment Date to be treated as Available Principal
  Collections

  	
   

  	
  $

  



 


B-2

















 


	
  G.

  	
   

  	
  Pursuant to Section 4.4(a)(vii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Investor Charge Offs
  and the amount of Reallocated Principal Collections not previously reimbursed
  to be treated as Available Principal Collections

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  Pursuant to Section 4.4(a)(viii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be deposited
  into the Reserve Account

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Pursuant to Section 4.4(a)(ix)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be deposited
  in the Spread Account

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J.

  	
   

  	
  Pursuant to Section 4.4(a)(x):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Partial or early
  termination payments or other additional payments owed to the Class A
  Counterparty

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Partial or early
  termination payments or other additional payments owed to the Class B
  Counterparty

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Partial or early
  termination payments or other additional payments owed to the Class C
  Counterparty

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  K.

  	
   

  	
  Pursuant to Section 4.4(a)(xi):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amounts owed to Persons
  listed in (A) above but not paid pursuant to (A)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L.

  	
   

  	
  Pursuant to Section 4.4(a)(x):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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, 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 as
  described in Section 8.6 of the
  Indenture

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M.

  	
   

  	
  Pursuant to Section 4.4(a)(xiii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  During an Early
  Amortization Event, the remaining balance, if any, will be used to make
  principal payments on the Notes in the following order of priority:

  	
   

  	
  $

  



 


B-3

















 


	
   

  	
   

  	
  Class A Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class B Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class C Notes

  	
   

  	
  $

  



 


Pursuant to Section 4.4(b) and (c), the Issuer does hereby instruct the
Indenture Trustee (i) to make a withdrawal from the Distribution Account (or
other Series Account specified below) on                              ,
200  , which date is a Payment Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal Collections)
as set forth below in respect of the following amounts and (ii) to apply the
proceeds of such withdrawal in accordance with Section 4.4(b)
and (c):


 


	
  A.

  	
   

  	
  Pursuant to Section 4.4(b):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  During the Revolving
  Period, amount equal to the Available Principal Collections to be treated as
  Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Pursuant to Section 4.4(c)(i):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  During the Controlled
  Accumulation Period, Monthly Principal for such Payment Date to be deposited
  into the Principal Accumulation Account

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Pursuant to Section 4.4(c)(ii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  During the Early
  Amortization Period, Monthly Principal for such Payment Date for payment to
  the Class A Noteholders on such Payment Date until the Class A Note Principal
  Balance has been paid in full

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Pursuant to Section 4.4(c)(iii):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount, if any,
  remaining after giving effect to Clauses (B) through (D) above, to be treated
  as Shared Principal Collections

  	
   

  	
  $

  



 


Pursuant to Section 4.7, the Issuer does hereby
instruct the Indenture Trustee (i) to make a withdrawal from the Distribution
Account on                              ,
200  , which date is a Payment Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Principal
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with Section 4.7:


 


B-4

















 


	
   

  	
   

  	
  Reallocated Principal
  Collections to fund any deficiency pursuant to and in the priority set forth Sections 4.4(a)(i), (ii), (iii),
  (iv) and (v)
  of the Indenture Supplement

  	
   

  	
  $

  



 


Pursuant to Section 4.10, the Issuer does hereby
instruct the Indenture Trustee to withdraw from the Reserve Account an amount
equal to any Reserve Account Surplus to be deposited into the Spread Account in
accordance with Section 4.10(e),
in the following amount.


 


	
   

  	
   

  	
   

  	
   

  	
  $

  



 


Pursuant to Section 4.11, the Issuer does hereby
instruct the Indenture Trustee to withdraw from the Spread Account an amount
equal to a deficiency in Class C Monthly Interest up to the Available Spread
Account Amount, in the following amount.


 


	
   

  	
   

  	
   

  	
   

  	
  $

  



 


Pursuant to Section 4.12, the Issuer does hereby
instruct the Indenture Trustee to transfer from the Principal Accumulation
Account to the Collection Account, the Principal Accumulation Investment
Proceeds on deposit in the Principal Accumulation Account for application as
Available Finance Charge Collections in the following amount.


 


	
   

  	
   

  	
   

  	
   

  	
  $

  



 


II.                                     INSTRUCTIONS
TO MAKE CERTAIN PAYMENTS


 


Pursuant to Section 5.2, the Issuer does hereby
instruct the Indenture Trustee or the Paying Agent as the case may be, to pay
in accordance with Section 5.2
from the Collection Account or the Principal Account, as applicable, on                               ,
which date is a Payment Date under the Indenture Supplement, the following
amounts:


 


	
  A.

  	
   

  	
  Pursuant to Section 5.2(a):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  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 to pay interest on the Class A
  Notes pursuant to the Indenture Supplement

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  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 to pay principal of the Class A
  Notes pursuant to the Indenture Supplement

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Pursuant to Section 5.2(b):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  Class B Noteholder’s pro  rata
  share of the amounts on deposit in the Distribution

  	
   

  	
  $

  



 


B-5

















 


	
   

  	
   

  	
  Account that are
  allocated and available on such Payment Date to pay interest on the Class B
  Notes pursuant to the Indenture Supplement

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  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 to pay principal of the Class B
  Notes pursuant to the Indenture Supplement

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Pursuant to Section 5.2(c):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  Class C Noteholder’s pro  rata
  share of the amounts on deposit in the Distribution Account that are
  allocated and available on such Payment Date to pay interest of the Class C
  Notes pursuant to the Indenture Supplement, including amounts withdrawn from
  the Spread Account

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Class C Noteholder’s pro  rata
  share of the amounts on deposit in the Distribution Account that are
  allocated and available on such Payment Date to pay principal on the Class C
  Notes pursuant to the Indenture Supplement

  	
   

  	
  $

  



 


B-6

















 


IN WITNESS
WHEREOF, the undersigned has duly executed this certificate this                       
day of                                 ,
2000  .


 


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


B-7

















 


EXHIBIT C


 


FORM OF MONTHLY NOTEHOLDERS’ STATEMENT


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST

SERIES [200  -  ]


 


Pursuant to the
Master Indenture, dated as of [200  -  ], (as
amended and supplemented, the “Indenture”)
between GE Capital Credit Card Master Note Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series [200  -  ]
Indenture Supplement (the “Indenture Supplement”),
dated as of [200  -  ], between the Issuer
and the Indenture Trustee, the Issuer is required to prepare certain
information each month regarding current distributions to the Series [200  -  ]
Noteholders and the performance of the Trust during the previous month.  The information required to be prepared with
respect to the Payment Date of                                   ,
and with respect to the performance of the Trust during the month of                 
is set forth below.  Capitalized terms
used herein are defined in the Indenture and the Indenture Supplement.


 


A.                                   Information
regarding distributions in respect of the Notes


 


	
  1..

  	
   

  	
  The total amount of the
  distribution in respect of Class A Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  The amount of the distribution
  set forth in paragraph 1 above in respect of principal of the Class A Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The amount of the
  distribution set forth in paragraph 1 above in respect of interest on the
  Class A Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  The total amount of the
  distribution in respect of Class B Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  The amount of the
  distribution set forth in paragraph 4 above in respect of principal of the
  Class B Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  The amount of the
  distribution set forth in paragraph 4 above in respect of interest on the
  Class B Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  The total amount of the
  distribution in respect of Class C Notes

  	
   

  	
  $

  



 


C-1

















 


	
  8.

  	
   

  	
  The amount of the
  distribution set forth in paragraph 7 above in respect of principal of the Class
  C Notes

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  The amount of the
  distribution set forth in paragraph 7 above in respect of interest on the
  Class C Notes

  	
   

  	
  $

  



 


	
  RECEIVABLES
  -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Beginning of the Month
  Principal Receivables:

  	
   

  	
  $

  
	
  Beginning of the Month
  Finance Charge Receivables:

  	
   

  	
  $

  
	
  Beginning of the Month
  Recharacterized Option Receivables:

  	
   

  	
  $

  
	
  Beginning of the Month
  Total Receivables:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Removed Principal
  Receivables:

  	
   

  	
  $

  
	
  Removed Finance Charge
  Receivables:

  	
   

  	
  $

  
	
  Removed Total
  Receivables:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Additional Principal
  Receivables:

  	
   

  	
  $

  
	
  Additional Finance
  Charge Receivables:

  	
   

  	
  $

  
	
  Additional Total
  Receivables:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Discount Option
  Receivables Generated this Period:

  	
   

  	
  $

  
	
  Recoveries for month of
                    
  200  

  	
   

  	
  $

  
	
  End of the Month
  Principal Receivables:

  	
   

  	
  $

  
	
  End of the Month
  Finance Charge Receivables:

  	
   

  	
  $

  
	
  End of the Month
  Recharacterized Receivables:

  	
   

  	
  $

  
	
  End of the Month Total
  Receivables:

  	
   

  	
  $

  
	
  Excess Funding Account
  Balance:

  	
   

  	
  $

  
	
  Aggregate Principal
  Balance:

  	
   

  	
  $

  
	
  Minimum Aggregate
  Principal Balance:

  	
   

  	
  $

  
	
  End of the Month Free
  Equity Amount:

  	
   

  	
  $

  
	
  Minimum Free Equity
  Amount:

  	
   

  	
  $

  



 


C-2

















 


	
  DELINQUENCIES
  AND LOSSES -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  End of the Month
  Delinquencies:

  	
   

  	
  RECEIVABLES

  
	
  30-59 Days Delinquent

  	
   

  	
  $

  
	
  60-89 Days Delinquent

  	
   

  	
  $

  
	
  90+ Days Delinquent

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Total 30+ Days Delinquent

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Charged-Off Receivables
  During the Month

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  NOTE
  PRINCIPAL BALANCES -

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A Note Principal Balance

  	
   

  	
  $

  
	
  Class B Note Principal Balance

  	
   

  	
  $

  
	
  Class C Note Principal Balance

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  SERIES
  [200  -  ]

  	
   

  	
   

  
	
  ALLOCATION PERCENTAGE

  	
   

  	
  %

  
	
  AVAILABLE FINANCE CHARGE COLLECTIONS

  	
   

  	
  $

  
	
  INVESTOR DEFAULT AMOUNT

  	
   

  	
  $

  
	
  INVESTOR UNCOVERED DILUTION AMOUNT

  	
   

  	
  $

  
	
  NOTEHOLDER SERVICING FEES

  	
   

  	
  $

  
	
  AVAILABLE PRINCIPAL COLLECTIONS

  	
   

  	
  $

  
	
  EXCESS FINANCE CHARGE COLLECTIONS

  	
   

  	
  $

  
	
  SHARED PRINCIPAL COLLECTIONS

  	
   

  	
  $

  
	
  RESERVE ACCOUNT BALANCE

  	
   

  	
  $

  
	
  SPREAD ACCOUNT BALANCE

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  APPLICATION
  OF COLLECTIONS -

  	
   

  	
   

  
	
  CLASS A MONTHLY INTEREST

  	
   

  	
  $

  
	
  CLASS B MONTHLY INTEREST

  	
   

  	
  $

  
	
  CLASS C MONTHLY INTEREST

  	
   

  	
  $

  
	
  INVESTOR DEFAULT AMOUNT

  	
   

  	
  $

  



 


C-3

















 


	
  INVESTOR UNCOVERED DILUTION AMOUNT

  	
   

  	
  $

  	
   

  
	
  INVESTOR CHARGEOFFS AND REALLOCATED PRINCIPAL
  COLLECTIONS NOT PREVIOUSLY REIMBURSED

  	
   

  	
  $

  	
   

  
	
  AMOUNTS TO BE DEPOSITED IN THE RESERVE ACCOUNT

  	
   

  	
  $

  	
   

  
	
  AMOUNTS TO BE DEPOSITED IN THE SPREAD ACCOUNT

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXCESS
  FINANCE CHARGES COLLECTIONS -

  	
   

  	
   

  	
   

  
	
  TOTAL EXCESS FINANCE
  CHARGE COLLECTIONS FOR ALL ALLOCATION SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SHARED
  PRINCIPAL COLLECTIONS -

  	
   

  	
   

  	
   

  
	
  TOTAL SHARED PRINCIPAL
  COLLECTIONS FOR ALL ALLOCATIONS SERIES

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  YIELD
  AND BASE RATE -

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Rate (Current Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  Base Rate (Prior Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  Base Rate (Two Months Ago)

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THREE MONTH AVERAGE
  BASE RATE

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portfolio Yield (Current Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  Portfolio Yield (Prior Month)

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  Portfolio Yield (Two Months Ago)

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THREE MONTH AVERAGE PORTFOLIO YIELD

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
  PORTFOLIO ADJUSTED YIELD

  	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PRINCIPAL
  COLLECTIONS -

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MONTHLY PRINCIPAL

  	
   

  	
   

  	
   

  	
   

  	
  %

  
							



 


C-4

















 


	
  PRINCIPAL ACCUMULATION
  ACCOUNT BALANCE

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  SERIES [200  -  ]
  PRINCIPAL SHORTFALL

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  SHARED PRINCIPAL
  COLLECTIONS ALLOCABLE FROM OTHER PRINCIPAL SHARING SERIES

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INVESTOR
  CHARGE OFFS AND REDUCTIONS -

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INVESTOR CHARGE OFFS

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  REALLOCATED PRINCIPAL
  COLLECTIONS

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  REDUCTIONS IN
  COLLATERAL AMOUNT (OTHER THAN BY PRINCIPAL PAYMENTS)

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  REDUCTIONS IN
  COLLATERAL AMOUNT DUE TO APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS AS
  SHARED PRINCIPAL COLLECTIONS

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  PREVIOUS REDUCTIONS IN
  COLLATERAL AMOUNT REIMBURSED

  	
   

  	
   

  	
   

  	
  $

  	
   

  



 


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


C-5

















 


EXHIBIT D


 


MONOGRAM CREDIT CARD BANK OF GEORGIA


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES


 


The undersigned, a
duly authorized representative of Monogram Credit Card Bank of Georgia (“Monogram”) pursuant to the Servicing
Agreement, dated as of June 27, 2003 (as amended and supplemented, the “Servicing Agreement”), along with RFS Funding
Trust, as Servicer and GE Credit Card Master Note Trust (the “Trust”), as Issuer, does hereby certify as
follows:


 


1.                                       Capitalized
terms used in this Certificate have their respective meanings set forth in the
Servicing Agreement or the Master Indenture dated as of [           ],
2003 (as amended or supplemented, the “Master
Indenture”), between the Trust and Deutsche Bank Trust Company
Americas, as indenture trustee (the “Indenture
Trustee”) as supplemented by the Series [200  -  ]
Indenture Supplement, dated as of [           ],
200  , between the Trust and the Indenture Trustee (as amended
and supplemented, the “Indenture Supplement”
and together with the Master Indenture, the “Indenture”),
as applicable.


 


2.                                       Monogram
is, as of the date hereof, the Servicer under the Servicing Agreement.


 


3.                                       The
undersigned is an Authorized Officer of the Servicer.


 


4.                                       This
certificate relates to the Payment Date occurring on [           ],
200  .


 


5.                                       As
of the date hereof, to the best knowledge of the undersigned, the Servicer has
performed in all material respects all of its obligations under the Servicing
Agreement through the Monthly Period preceding such Payment date [or, if there
has been a default in the performance of any such obligation, set forth in
detail the (i) nature of such default, (ii) the action taken by the Servicer,
if any, to remedy such default and (iii) the current status of each such
default]; if applicable, insert “None”.


 


6.                                       As
of the date hereof, to the best knowledge of the undersigned, no Early
Amortization Event occurred on or prior to such Distribution Date.


 


IN WITNESS
WHEREOF, the undersigned has duly executed and delivered this Certificate this
[    ] day of [           ],
200[  ].


 


 


	
   

  	
  MONOGRAM
  CREDIT CARD BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


D-1

















 


SCHEDULE I


 


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 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 Issuer and
Indenture Trustee under the Indenture, 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 Indenture Trustee)
to maintain and perfect, as a first priority interest, Indenture Trustee’s
security interest in the Net Swap Receipts.


 


i