EXHIBIT 4.14


 


ADMINISTRATION AGREEMENT


 


 


among


 



GE CAPITAL CREDIT CARD MASTER NOTE
TRUST,

as Trust


 


 


GENERAL
ELECTRIC CAPITAL CORPORATION,

as Administrator,


 




and


 


THE
BANK OF NEW YORK (Delaware), 

not in its individual capacity, but solely as trustee


 


 


Dated
as of September 25, 2003


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Duties of the Administrator

  	
   

  
	
  2.

  	
  Records

  	
   

  
	
  3.

  	
  Compensation

  	
   

  
	
  4.

  	
  Additional
  Information To Be Furnished to the Trust

  	
   

  
	
  5.

  	
  Independence of the Administrator

  	
   

  
	
  6.

  	
  No Joint Venture

  	
   

  
	
  7.

  	
  Other
  Activities of the Administrator

  	
   

  
	
  8.

  	
  Term of Agreement; Resignation and
  Removal of the Administrator

  	
   

  
	
  9.

  	
  Action upon Termination, Resignation
  or Removal

  	
   

  
	
  10.

  	
  Notices

  	
   

  
	
  11.

  	
  Amendments

  	
   

  
	
  12.

  	
  Successors and Assigns

  	
   

  
	
  13.

  	
  Governing Law

  	
   

  
	
  14.

  	
  Other Interpretive Matters

  	
   

  
	
  15.

  	
  Headings

  	
   

  
	
  16.

  	
  Counterparts

  	
   

  
	
  17.

  	
  Severability

  	
   

  
	
  18.

  	
  Not
  Applicable to General Electric Capital Corporation in Other Capacities

  	
   

  
	
  19.

  	
  Limitation
  of Liability of the Trustee

  	
   

  
	
  20.

  	
  Indemnification

  	
   

  
	
  21.

  	
  No Proceedings

  	
   

  



 


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ADMINISTRATION
AGREEMENT dated as of
September 25, 2003, among GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a
Delaware statutory trust (the “Trust”), GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as administrator (the “Administrator”)
and The Bank of New York (Delaware), as Trustee (“Trustee”).


 


RECITALS


 


WHEREAS, the Trust has entered into a Master
Indenture, dated as of the date hereof (as amended and supplemented by any
Indenture Supplement, or otherwise, from time to time in accordance with the
provision thereof, the “Indenture”), between the Trust and Deutsche Bank
Trust Company Americas, as indenture trustee (“Indenture Trustee”), to
provide for the issuance of its asset backed notes (the “Notes”) from
time to time pursuant to one or more indenture supplements.  Capitalized terms used herein and not
otherwise defined herein are defined in the Indenture;


 


WHEREAS, the Trust has entered into certain
agreements in connection with the issuance of the Notes and the issuance of the
Transferor Certificate (as defined in the Trust Agreement) and transactions
related thereto, including (i) the Transfer Agreement, (ii) the Servicing
Agreement, (iii) the Trust Agreement, and (iv) the Indenture (collectively, the
“Related Documents”);


 


WHEREAS, pursuant to the Related Documents, the
Trust and Trustee are required to perform certain duties in connection with:
(a) the Notes and the collateral therefor pledged pursuant to the Indenture
(the “Collateral”) and (b) the Transferor Certificate;


 


WHEREAS,  the
Trust and Trustee desire to have the Administrator perform certain of the
duties of the Trust and Trustee referred to in the preceding clause, and to
provide such additional services consistent with this Agreement and the Related
Documents as the Trust or Trustee may from time to time request;


 


WHEREAS, the Administrator has the capacity to
provide the services required hereby and is willing to perform such services
for the Trust and Trustee on the terms set forth herein;


 


NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.                                       Duties
of the Administrator.


 


(a)                                  Duties with Respect to the Transfer Agreement.  The
Administrator, on behalf of the Trust, shall perform the administrative duties
of the Trust under the Transfer Agreement. 
The Administrator, on behalf of the Trust, shall monitor the performance
of the Trust and shall advise the Trust when action is necessary to comply with
the Trust’s duties under the Transfer Agreement.  The Administrator, on behalf of the Trust, shall prepare for
execution by the Trust or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust (or Trustee) to prepare, file or
deliver pursuant to the Transfer Agreement. 
In furtherance of the foregoing, the Administrator, on behalf of the Trust
(or Trustee) shall take all appropriate action that is the duty


 

















 


of the Trust to take
pursuant to such documents, including, without limitation, such of the
foregoing as are required with respect to the following matters (references in
this Section are to sections of the Transfer Agreement):


 


(i)                                     the duty to maintain possession of the
Account Schedules delivered pursuant to the Transfer Agreement (Section 2.1);


 


(ii)                                  the duty to cause the payment of the Purchase
Price for each Monthly Period (Section 2.4);


 


(iii)                               (A) the preparation and the execution of any
Reassignment or any other documents and instruments of transfer and (B) the
duty to take such actions as requested by the Transferor to effect the
conveyance of the Transferred Receivables (Section 2.7); and


 


(iv)                              (A) the notification to the Transferor of any
breach in representation or warranty of the Transferor under the Transfer
Agreement or (B) the acceptance of a reassignment of the Transferred
Receivables if such breach is not cured as provided in Section 6.1
of the Transfer Agreement (Section 6.1).


 


(b)                                 Duties with Respect to the Servicing
Agreement.  The Administrator, on behalf of the Trust,
shall perform the administrative duties of the Trust under the Servicing
Agreement.  The Administrator, on behalf
of the Trust, shall monitor the performance of the Trust and shall advise the
Trust when action is necessary to comply with the Trust’s duties under the
Servicing Agreement.  The Administrator,
on behalf of the Trust, shall prepare for execution by the Trust or shall cause
the preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Trust (or Trustee) to prepare, file or deliver pursuant to the Servicing
Agreement.  In furtherance of the foregoing,
the Administrator, on behalf of the Trust shall take all appropriate action
that is the duty of the Trust (or Trustee) to take pursuant to such documents,
including, without limitation, such of the foregoing as are required with
respect to the following matters (references in this Section are to
sections of the Servicing Agreement):


 


(i)                                     (A) the notification to the Servicer prior to
any designation of (I) additional or removed Accounts, (II) any additional
Originator or Additional Retailer and (III) any discount percentage and (B) the
duty to provide the Servicer a copy of the related Credit Card Program
Agreements of an Additional Retailer. (Section 2.2);


 


(ii)                                  (A) the duty to furnish the Servicer with
powers of attorney and other documents necessary or appropriate to enable the
Servicer to carry out its servicing duties and (B) the duty to assist the
Servicer in collecting the Transferred Receivables (Section 2.4);


 


(iii)                               (A) the notification to the Servicer of a
breach of the applicable covenants under Section 2.6 of the
Servicing Agreement and (B) the execution and the delivery of any documents or
instruments of transfer or assignment requested by the Servicer to effect the
conveyance of the Transferred Receivables to the Servicer (Section 2.6);


 


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(iv)                              the delivery of a Servicer Termination Notice
to the Servicer (Section 5.1); and


 


(v)                                 the appointment of a successor servicer (Section 6.2).


 


(c)                                  Duties with Respect to the Indenture.  The
Administrator, on behalf of the Trust, shall perform the administrative duties
of the Trust under the Indenture.  The
Administrator, on behalf of the Trust, shall monitor the performance of the
Trust and shall advise the Trust when action is necessary to comply with the
Trust’s duties under the Indenture.  The
Administrator, on behalf of the Trust, shall prepare for execution by the Trust
or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust (or Trustee) to prepare, file or deliver pursuant to
the Indenture.  In furtherance of the
foregoing, the Administrator, on behalf of the Trust (or Trustee) shall take
all appropriate action that is the duty of the Trust to take pursuant to such
documents, including, without limitation, such of the foregoing as are required
with respect to the following matters (references in this Section are to
sections of the Indenture):


 


(i)                                     (A) the preparation of or the obtaining of
the documents and instruments required for authentication of the Notes and (B)
the delivery of the same to the Indenture Trustee (Sections 2.2, 2.3
and 2.5);


 


(ii)                                  (A) the duty to cause the Note Registrar to
be kept, (B) the appointment of a successor Note Registrar, (C) the
notification to the Indenture Trustee of any appointment of a new Note
Registrar or the Note Registrar’s change in location, (D) the preparation of a
new Note upon the surrender of a Note for transfer and (E) the appoint of a
co-transfer agent if any Series of Notes is listed on the Luxembourg Stock
Exchange (Section 2.4);


 


(iii)                               the notification to the Indenture Trustee of
the date on which the Trust expects that the final installment of principal of
and interest on the Notes will be paid (Section 2.7);


 


(iv)                              (A) the notification to the Indenture Trustee
and each Rating Agency of a New Issuance and (B) the delivery of any Indenture
Supplement, Series Enhancement Agreement and Tax Opinion to the Indenture
Trustee (Section 2.8);


 


(v)                                 the delivery of any Notes to the Indenture
Trustee for cancellation (Section 2.9);


 


(vi)                              the communication with any Clearing Agency (Section 2.10
and 2.11);


 


(vii)                           (A) the appointment of a successor Clearing
Agency and (B) the notification to the Indenture Trustee that the Clearing
Agency is no longer willing or able to discharge its responsibilities under the
Note Depository Agreement and that the Trust is unable to locate a successor
Clearing Agency (Section 2.12);


 


(viii)                        the notification to the Indenture Trustee 30
days prior to of any change in the location of the Trust’s offices or its
jurisdiction of organization (Section 3.2);


 


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(ix)                                the duty to cause each Paying Agent to comply
with its obligations under the Indenture (Section 3.3);


 


(x)                                   the duty to cause the Trust to (A) keep in
full effect its existence, rights and franchises as a Delaware statutory trust
and (B) observe and comply in all material respects with (I) all laws
applicable to the Trust (II) all requisite and appropriate organizational and
other formalities in the management of the Trust’s business and affairs and
(III) conduct the transactions contemplated thereby (Section 3.4);


 


(xi)                                the duty to cause the preparation and delivery
of all supplements and amendments to the Indenture in accordance with Section 3.5
of the Indenture (Section 3.5);


 


(xii)                             the delivery of an Opinion of Counsel to the
Indenture Trustee under Section 3.6 of the Indenture (Section 3.6);


 


(xiii)                          the duty to cause the Trust (A) to punctually
perform and observe its obligations and agreements under the Related Documents,
including filing or causing to be filed all UCC financing statements and
continuation statements pursuant to the Related Documents, (B) to enforce the
obligations of the Servicer under the Servicing Agreement (C) to perform the
reasonable actions necessary to remedy any Servicer Default, (D) to deliver a
notice to the Servicer of any Servicer Default as required under Section 3.7(d)
of the Indenture, (E) to exercise its rights to terminate the Servicer, (F) to
obtain the consent of the Noteholders upon a voluntary dismissal of the
Servicer, (G) to appoint a Successor Servicer, (H) to notify the Indenture
Trustee upon any termination of the Servicer’s rights and powers under the
Servicing Agreement and each appointment of a Successor Servicer, (I) to
provide, or to cause the Servicer to provide, the Trustee access to any
documents regarding the Accounts and the Transferred Receivables and (J) to provide
notice to the Rating Agencies of a merger or consolidation of the Servicer or
an Originator  (Section 3.7);


 


(xiv)                         to contest or to pay all taxes on behalf of
the Trust when due and payable (Section 3.8);


 


(xv)                            the delivery of an Officers’ Certificate to
the Indenture Trustee under Section 3.9 of the Indenture (Section 3.9);


 


(xvi)                         the delivery of an Officers’ Certificate,
Opinion of Counsel and Officer’s Certificate to the Indenture Trustee under Sections
3.10, 4.1, and 9.1(b) and 10.1 of the Indenture (Sections
3.10, 4.1, 9.1(b) and 10.1) or as may otherwise be
required pursuant to the Indenture;


 


(xvii)                      the notification to the Indenture Trustee and
the Rating Agencies of each Early Amortization Event, Event of Default and
Servicer Default and (B) the delivery of an Officer’s Certificate to the
Indenture Trustee required under Section 3.12 of the Indenture (Section 3.12);


 


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(xviii)                   (A) the preparation of and the delivery of
any further instruments and (B) to perform any further acts as may be
reasonably necessary to carry out the provisions of the Indenture (Section 3.13);


 


(xix)                           the duty to cause the Trust to take all such
lawful actions to compel or secure the performance and observance by the Servicer
or the Transferor of their obligations to the Trust (Section 5.15);


 


(xx)                              the delivery, or the duty to cause the
Servicer to deliver, to each Noteholder such information as may be required to
enable such Noteholder to prepare any income tax returns (Section 6.6);


 


(xxi)                           (A) the removal of the Indenture Trustee and
(B) the appointment of a successor Indenture Trustee in accordance with Section 6.8
of the Indenture (Section 6.8);


 


(xxii)                        the notification to the Indenture Trustee in
writing if any of the Notes become listed on any stock exchange or market
trading system (Section 6.14);


 


(xxiii)                     (A) the duty to cause the Paying Agent (other
that the Indenture Trustee) to pay the Indenture Trustee any sums held in trust
by such Paying Agent with respect to the Notes and (B) the appointment of each
Paying Agent (Section 6.16);


 


(xxiv)                    the duty to furnish to the Indenture Trustee
a list of Noteholders as required pursuant to Section 7.1 of the
Indenture (Section 7.1);


 


(xxv)                       (A) the filing with the Indenture Trustee and
the Commission copies of reports or documents required pursuant to the
Securities Exchange Act and the Commission (B) the delivery of the summaries of
any information required to be filed with the Commission to the Indenture
Trustee and (C) the notification to the Indenture Trustee of any change in the
Trust’s fiscal year (Section 7.3);


 


(xxvi)                    (A) the delivery of an Officer’s Certificate
to the Indenture Trustee and (B) the preparation and the delivery any
Supplemental Indentures (Sections 9.1 and 9.2);


 


(xxvii)                 (A) the preparation and the delivery of any
agreement entered into with a Noteholder pursuant to Section 10.6
of the Indenture and (B) the delivery of a copy of such agreement to the
Indenture Trustee (Section 10.6);


 


(xxviii)              the filing of all appropriate financing
statements (Schedule I) and;


 


(xxix)                      the duties of the Trust pursuant to any
Indenture Supplement.


 


(d)                                 Duties with respect to sale of Notes.  The
Administrator, on behalf of the Trust, shall perform the administrative duties
of the Trust under any note purchase agreement, loan agreement or underwriting
agreement.  The Administrator, on behalf
of the Trust, shall monitor the performance of the Trust and shall advise the
Trust when action is necessary to comply with the Trust’s duties under any note
purchase agreement, loan agreement or underwriting


 


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agreement.  The Administrator, on behalf of the Trust,
shall prepare for execution by the Trust or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Trust (or Trustee) to
prepare, file or deliver pursuant any note purchase agreement, loan agreement
or underwriting agreement.  In
furtherance of the foregoing, the Administrator, on behalf of the Trust (or
Trustee) shall take all appropriate action that is the duty of the Trust to
take pursuant to such documents.


 


(e)                                  Duties with Respect to the Trust. 
(i)  The Administrator shall
perform such calculations, and shall prepare for execution by the Trust (or the
Trustee, on behalf of the Trust) or shall cause the preparation by other
appropriate persons, of all such documents, reports, filings, instruments,
certificates and opinions, as it shall be the duty of the Trust (or the
Trustee, on behalf of the Trust), to perform, prepare, file or deliver pursuant
to the Related Documents.  At the
request of the Trust, the Administrator shall take all appropriate action that
it is the duty of the Trust (or the Trustee, on behalf of the Trust), to take
pursuant to the Related Documents. 
Subject to Section 5 of this Agreement, and in accordance
with the directions of the Trust (or the Trustee, on behalf of the Trust), the
Administrator, on behalf of the Trust, shall administer, perform or supervise
the performance of such other activities permitted by the Related Documents as
are not covered by any of the foregoing and as are expressly requested by the
Trust (or the Trustee, on behalf of the Trust), and are reasonably within the
capability of the Administrator.


 


(ii)                                  The Administrator, on behalf of the Trust,
shall perform the duties specified in Section 9.2 of the Trust
Agreement required to be performed in connection with the resignation or
removal of the Trustee, and any other duties expressly required to be performed
by the Administrator under the Trust Agreement.


 


(iii)                               In carrying out the foregoing duties or any
of its other obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Trust and shall be, in the
Administrator’s opinion, no less favorable to the Trust than would be available
from unaffiliated parties.


 


(iv)                              The Administrator hereby agrees to execute on
behalf of the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Trust to prepare, file
or deliver pursuant to the Related Documents or otherwise by law.


 


(f)                                    Non-Ministerial Matters. 
(i)  With respect to matters that
in the reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable time before
the taking of such action the Administrator shall have notified the Trustee or
the Trust, as applicable, of the proposed action and the Trustee or the Trust,
as applicable, shall have consented or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:


 


6

















 


(A)                              the initiation of any claim or lawsuit by the
Trust and the compromise of any action, claim or lawsuit brought by or against
the Trust (other than in connection with the collection of the Transferred
Receivables);


 


(B)                                the amendment, change, supplement or
modification of the Related Documents other than an Indenture Supplement; and


 


(C)                                the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or successor
Servicers, or the consent to the assignment by the Note Registrar, Paying Agent
or Indenture Trustee of its obligations under the Indenture.


 


(ii)                                  Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to, and shall not take
any other action that the Trust directs the Administrator not to take on its
behalf.


 


2.                                       Records.  The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Trust or
its designees, at any time during normal business hours.


 


3.                                       Compensation.  As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $350 per month
payable in arrears on each Payment Date, which payment shall be solely an
obligation of the Trust.


 


4.                                       Additional
Information To Be
Furnished to the Trust.  The Administrator shall furnish to the Trust
from time to time such additional information regarding the Collateral as the
Trust shall reasonably request.


 


5.                                       Independence of the Administrator.  For
all purposes of this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the Trust or Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder.  Unless expressly
authorized by the Trust, the Administrator shall have no authority to act for
or represent the Trust in any way (other than as permitted hereunder) and shall
not otherwise be deemed an agent of the Trust.


 


6.                                       No Joint Venture.  Nothing contained in this
Agreement: (i) shall constitute the Administrator and the Trust as members of
any partnership, joint venture, association, syndicate, unincorporated business
or other separate entity, (ii) shall be construed to impose any liability as
such on any of them or (iii) shall be deemed to confer on any of them any
express, implied or apparent authority to incur any obligation or liability on
behalf of the others.


 


7.                                       Other
Activities of the
Administrator.  Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in their
sole discretion, from acting in a similar capacity as an administrator for any
other Person even though such Person may engage in business activities similar
to those of the Trust.


 


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8.                                       Term of
Agreement;
Resignation and Removal of the Administrator.  (a)  This Agreement shall continue in force until the dissolution of
the Trust, upon which event this Agreement shall automatically terminate.


 


(b)                                 Subject to Section 8(g), the
Administrator may resign its duties hereunder by providing the Trust and the
Servicer with at least 60 days’ prior written notice.


 


(c)                                  Subject to Section 8(e), the
Trust may remove the Administrator without cause by providing the Administrator
and the Servicer with at least 60 days’ prior written notice.


 


(d)                                 Subject to Section 8(e), at the
sole option of the Trust, the Administrator may be removed immediately upon
written notice of termination from the Trust to the Administrator and the
Transferor if any of the following events shall occur:


 


(i)                                     the Administrator shall default in the
performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within ten days (or, if such default
cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Trust);


 


(ii)                                  a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or order shall not
have been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or order the winding-up or liquidation of
its affairs; or


 


(iii)                               the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.


 


The Administrator agrees
that if any of the events specified in clauses (ii) or (iii) of
this subsection shall occur, it shall give written notice thereof to the
Trust, the Servicer and the Indenture Trustee within seven days after the
happening of such event.


 


(e)                                  Upon the Administrator’s receipt of notice of
termination, pursuant to Sections 8(c) or (d), or the
Administrator’s resignation in accordance with this Agreement, the predecessor
Administrator shall continue to perform its functions as Administrator under
this Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation,
until the later of: (x) the date 45 days from the delivery to the Trust, the
Indenture Trustee and the Servicer of written notice of such resignation (or
written confirmation of such notice) in accordance with this Agreement and (y)
the date upon which the predecessor Administrator shall become unable to act as
Administrator, as specified in the notice of


 


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resignation and accompanying
Opinion of Counsel.  In the event of the
Administrator’s termination hereunder, the Trust shall appoint a successor
Administrator, and the successor Administrator shall accept its appointment by
a written assumption.  No resignation or
removal of the Administrator pursuant to this Section shall be effective
until: (i) a successor Administrator shall have been appointed by the Trust and
(ii) such successor Administrator shall have agreed in writing to be bound by
the terms of this Agreement in the same manner as the Administrator is bound
hereunder.


 


(f)                                    Upon appointment, the successor Administrator
shall be the successor in all respects to the predecessor Administrator and
shall be subject to all the responsibilities, duties and liabilities arising
thereafter relating thereto placed on the predecessor Administrator and shall
be entitled to the compensation specified in Section 3 and all the
rights granted to the predecessor Administrator by the terms and provisions of
this Agreement.


 


(g)                                 The appointment of any successor
Administrator shall be effective only after satisfaction of the Rating Agency
Condition with respect to the proposed appointment.


 


(h)                                 The Administrator or the Trust, as the case
may be, shall provide to the Indenture Trustee a copy of all notices required
to be delivered under this Article 8.


 


9.                                       Action upon Termination, Resignation or Removal. 
Promptly upon the effective date of termination of this Agreement
pursuant to Section 8(a), or the resignation or removal of the
Administrator pursuant to Section 8(b) or (c), respectively,
the Administrator shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or
removal.  The Administrator shall
forthwith upon such termination pursuant to Section 8(a) deliver to
the Trust all property and documents of or relating to the Collateral then in
the custody of the Administrator.  In
the event of the resignation or removal of the Administrator pursuant to Section 8(b)
or (c), respectively, the Administrator shall cooperate with the Trust
and the Indenture Trustee and take all reasonable steps requested to assist the
Trust and the Indenture Trustee in making an orderly transfer of the duties of
the Administrator.


 


10.                                 Notices.  Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:


 


(a)                                  if to the Trust, to:


 


GE Capital Credit Card
Master Note Trust 

c/o The Bank of New York (Delaware), as Trustee

101 Barclay Street, Floor 8 West (ABS Unit)

New York, New York   10286

Attn:  Antonio Vayas

Telephone:  (212) 815-8322

Telecopy:  (212) 815-2493 or, 3883


 


(b)                                 if to the Administrator, to:


 


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General Electric Capital
Corporation, as Administrator

1600 Summer Street, 4th Floor

Stamford, CT   06928

Attn:  Manager Conduit Administration

Telephone:  (203) 357-4328

Telecopy:  (203) 961-2953


 


(c)                                  if to the Indenture Trustee, to:


 


Deutsche Bank Trust Company
Americas

60 Wall Street, 26th Floor 

MS NYC 60-2606

New York, New York  10005

Attn:  Corporate Trust & Agency
Services

Telephone:  (212) 250-8522

Telecopy:  (212) 797-8606


 


or to such other address as
any party shall have provided to the other parties in writing.  Any notice required to be in writing
hereunder shall be deemed given if such notice is mailed by certified mail,
postage prepaid, or hand-delivered to the address of such party as provided
above.


 


11.                                 Amendments.  This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Trust and the
Administrator.  Promptly after the
execution of any such amendment (or, in the case of the Rating Agencies, 10
days prior thereto), the Administrator shall furnish written notification of
the substance of such amendment or consent to the Holder of the Transferor
Certificate and each of the Rating Agencies.


 


12.                                 Successors and Assigns.  This Agreement may not be
assigned by the Administrator unless such assignment is previously consented to
in writing by the Trust and subject to the satisfaction of the Rating Agency
Condition in respect thereof.  An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Trust to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization
executes and delivers to the Trust, an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder.  Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.


 


13.                                 Governing Law.  GOVERNING LAW; CONSENT TO JURISDICTION;
WAIVER OF JURY TRIAL.  (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


 


10

















 


PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


(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 LENDER
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE BORROWER COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER
SECURED OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
THE LENDER.  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 10 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.


 


(c)                                  BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


11

















 


14.                                 Other
Interpretive Matters.  All
terms defined directly or by incorporation in this Agreement shall have the
defined meanings when used in any document delivered pursuant thereto unless
otherwise defined therein.  For purposes
of this Agreement, unless the context otherwise requires:  (a) accounting terms not otherwise defined
herein and accounting terms partly defined herein to the extent not defined,
shall have the respective meanings given to them under generally accepted
accounting principles; and unless otherwise provided, references to any month,
quarter or year refer to a fiscal month, quarter or year as determined in
accordance with the GE Capital fiscal calendar; (b) references to any amount as
on deposit or outstanding on any particular date means such amount at the close
of business on such day; (c) the words “hereof,” “herein” and “hereunder” and
words of similar import refer to this Agreement as a whole and not to any
particular provision of this Agreement; (d) references to any Section,
Schedule or Exhibit are references to Sections, Schedules and Exhibits in
or to this Agreement, and references to any paragraph, subsection, clause or
other subdivision within any Section or definition refer to such
paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term “including” means “including without limitation”; (f)
references to any law or regulation refer to that law or regulation as amended
from time to time and include any successor law or regulation; (g) references
to any agreement refer to that agreement as from time to time amended, restated
or supplemented or as the terms of such agreement are waived or modified in
accordance with its terms; and (h) references to any Person include that
Person’s successors and assigns.


 


15.                                 Headings.  The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.


 


16.                                 Counterparts.  This Agreement may be executed in
counterparts, all of which when so executed shall together constitute but one
and the same agreement.


 


17.                                 Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


18.                                 Not
Applicable to General
Electric Capital Corporation in Other Capacities. 
Nothing in this Agreement shall affect any obligation General Electric
Capital Corporation may have in any other capacity.


 


19.                                 Limitation
of Liability of the
Trustee.  Notwithstanding anything contained herein to
the contrary, this instrument has been countersigned by The Bank of New York
(Delaware), not in its individual capacity but solely in its capacity as
Trustee of the Trust, and in no event shall The Bank of New York (Delaware), in
its individual capacity, or any beneficial owner of the Trust have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Trust hereunder, as to all of which recourse shall be had
solely to the assets of the Trust.  For
all purposes of this Agreement, in the performance of any duties or obligations
of the Trust thereunder, the Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VII of the Trust
Agreement.


 


12

















 


20.                                 Indemnification.  The Administrator shall
indemnify the Trust (and its officers, directors, employees, trustees, and
agents) (the “Indemnified Parties”) for, and hold them harmless against,
any losses, liability or expense, including attorneys’ fees reasonably incurred
by them (all of the foregoing being collectively referred to as “Indemnified
Amounts”), incurred without gross negligence or willful misconduct on their
part, arising out of or in connection with: (i) actions taken by either of them
pursuant to instructions given by the Administrator pursuant to this Agreement
or (ii) the failure of the Administrator to perform its obligations
hereunder.  The indemnities contained in
this Section shall survive the termination of this Agreement and the
resignation or removal of the Administrator or the Trust.


 


In the event any proceeding
(including any governmental investigation) shall be instituted involving any
Indemnified Party pursuant to the preceding paragraph, such person shall
promptly notify the Administrator in writing, and the Administrator shall have the
option to assume the defense thereof, including the retention of counsel
reasonably satisfactory to such Indemnified Party to represent such Indemnified
Party in such proceeding and shall pay the reasonable fees and disbursements of
such counsel related to such proceeding upon delivery to the Administrator of
demand therefor.  In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Administrator has failed to assume the
defense thereof, (ii) the Administrator and the Indemnified Party shall have
mutually agreed to the retention of such counsel or (iii) the named parties to
any such proceeding (including any impleaded parties) include both the
Administrator and the Indemnified Party and representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them.  It is
understood that the Administrator shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such Indemnified Parties.  The
Administrator shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Administrator agrees to indemnify the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.  The
Administrator shall not, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which such Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.


 


21.                                 No Proceedings.  From and after the Closing Date and until
the date one year plus one day following the date on which the Outstanding
Balance of all Transferred Receivables have been reduced to zero, the
Administrator shall not, directly or indirectly, institute or cause to be
instituted against the Trust any proceeding of the type referred to in the
definition of “Insolvency Event.”


 


13

















 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered as of the
day and year first above written.


 


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE TRUST

  
	
   

  	
   

  
	
   

  	
  By:  The Bank of New York (Delaware), not in
  its individual capacity but solely as Trustee on behalf of the Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Santino

  
	
   

  	
  Name:

  	
  Michael Santino

  
	
   

  	
  Title

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
  as
  Administrator

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Iain J. Mackay

  
	
   

  	
  Name:

  	
  Iain
  J. Mackay

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK (DELAWARE), not in its individual capacity, but solely as
  trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Santino

  
	
   

  	
  Name:

  	
  Michael
  Santino

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
				



 


 


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