Exhibit 4.1


 


Execution Copy


 


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


 


as Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Indenture Trustee


 


 


Series 2004-2 INDENTURE SUPPLEMENT


 


Dated as of September 22, 2004


 
















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
   

  
	
  SECTION 1.2.

  	
  Incorporation
  of Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Creation of the
  Series 2004-2 Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Designation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Rights of Series
  2004-2 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
  2004-2 Notes; Reports to Series 2004-2 Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Delivery and Payment for the Series
  2004-2 Notes

  	
   

  
	
  SECTION 5.2.

  	
  Reports and Statements to Series
  2004-2 Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Series 2004-2 Early
  Amortization Events

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Series 2004-2 Early Amortization
  Events

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Redemption
  of Series 2004-2 Notes; Final Distributions; Series Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Optional Redemption of Series 2004-2
  Notes; Final Distributions

  	
   

  
					



 


i
















 


	
  SECTION 7.2.

  	
  Series Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Miscellaneous
  Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Ratification of Indenture; Amendments

  	
   

  
	
  SECTION 8.2.

  	
  Form of Delivery of the Series 2004-2
  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

  	
   

  
				



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A-1

  	
  FORM OF
  CLASS A NOTE

  	
   

  
	
  EXHIBIT
  A-2

  	
  FORM OF
  CLASS B NOTE

  	
   

  
	
  EXHIBIT
  A-3

  	
  FORM OF
  CLASS C NOTE

  	
   

  
	
  EXHIBIT B

  	
  FORM OF
  MONTHLY NOTEHOLDERS’ STATEMENT

  	
   

  
	
  EXHIBIT
  C-1

  	
  FORM
  OF CLASS A SWAP

  	
   

  
	
  EXHIBIT
  C-2

  	
  FORM
  OF CLASS B SWAP

  	
   

  
	
  EXHIBIT
  C-3

  	
  FORM
  OF CLASS C SWAP

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  PERFECTION
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  



 


ii
















 


SERIES
2004-2 INDENTURE SUPPLEMENT, dated as of September 22, 2004 (the “Indenture
Supplement”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware
statutory trust (herein, the “Issuer” or the “Trust”), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in
its individual capacity, but solely as indenture trustee (herein, together with
its successors in the trusts thereunder as provided in the Master Indenture
referred to below, the “Indenture Trustee”) under the Master Indenture,
dated as of September 25, 2003 (the “Indenture”), between the
Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to
Securitization Documents, dated as of February 9, 2004, among RFS Holding,
L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as
trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, and
as further amended by the Second Amendment to Master Indenture, dated as of
June 17, 2004 between the Issuer and the Indenture Trustee (the
“Indenture”, and 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 2004-2 and to no other Series. 
Whenever used in this Indenture Supplement, the following words and
phrases shall have the following meanings:


 


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


 


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


 


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


 


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


 


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


 
















 


“Agreement”
is defined in the preamble.


 


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


 


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


 


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


 


(ii)  for
Principal Collections during the Early Amortization Period and the Controlled
Accumulation Period, the Collateral Amount at the end of the last day of the
Revolving Period; provided that on and after the date on which the Principal
Accumulation Account Balance equals the Note Principal Balance, the numerator
shall equal zero; and


 


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


 


“Available
Finance Charge Collections” means, for any Monthly Period, an amount equal
to the sum of (a) the Investor Finance Charge Collections for such Monthly
Period, (b) the Series 2004-2 Excess Finance Charge Collections for such
Monthly Period, (c) Principal Accumulation Investment Proceeds, if any, with
respect to the related Transfer Date, (d) interest and earnings on funds on
deposit in the Reserve Account which will be deposited into the Finance Charge
Account on the related Payment Date to be treated as Available Finance
Charge Collections pursuant to Section 4.10(a), (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


 


2
















 


treated as Available Finance Charge Collections pursuant to Section 4.10(c),
and (f) any Net Swap Receipts for the related Transfer Date.


 


“Available
Principal Collections” means, for any Monthly Period, an amount equal to
the sum of (a) the Investor Principal Collections for such Monthly Period, minus
(b) the amount of Reallocated Principal Collections with respect to such
Monthly Period which pursuant to Section 4.7 are required to be
applied on the related Payment Date, plus (c) the sum of (i) any Shared
Principal Collections with respect to other Principal Sharing Series (including
any amounts on deposit in the Excess Funding Account that are allocated to
Series 2004-2 for application as Shared Principal Collections), (ii) the
aggregate amount to be treated as Available Principal Collections pursuant to Sections
4.4(a)(vi), (vii) and (x), and (iii) during an Early
Amortization Event, the amount of Available Finance Charge Collections used to
pay principal on the Notes pursuant to Section 4.4(a)(xiii) for the
related Payment Date.


 


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


 


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


 


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


 


“Base
Rate” means, for any Monthly Period, the annualized percentage equivalent
of a fraction, the numerator of which is equal to the sum of (a) the Monthly
Interest, (b) the Net Swap Payments, (c) the amount required to be paid
pursuant to Section 4.4(a)(i) and (d) the Noteholder Servicing Fee, each with
respect to the related Payment Date, and the denominator of which is the
Collateral Amount plus amounts on deposit in the Principal Accumulation
Account, each as of the close of business on the last day of such Monthly
Period.


 


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


 


3
















 


“Class
A Counterparty” means Swiss Re Financial Products Corporation or the
counterparty under any interest rate swap with respect to the Class A Notes
obtained pursuant to Section 4.15.


 


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


 


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


 


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


 


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


 


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


 


“Class
A Note Initial Principal Balance” means $790,000,000.


 


“Class
A Note Interest Rate” means a per annum rate of 0.040% 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).


 


4
















 


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


 


“Class
A Swap Rate” means 3.193% per annum.


 


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


 


“Class
B Counterparty” means Swiss Re Financial Products Corporation or the
counterparty under any interest rate swap with respect to the Class B Notes
obtained pursuant to Section 4.15.


 


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


 


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


 


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


 


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


 


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


 


“Class
B Note Initial Principal Balance” means $110,000,000.


 


“Class
B Note Interest Rate” means a per annum rate of 0.26% 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.


 


5
















 


“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).


 


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


 


“Class
B Swap Rate”  means 3.193% per annum.


 


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


 


“Class
C Counterparty” means Swiss Re Financial Products Corporation or the
counterparty under any interest rate swap with respect to the Class C Notes
obtained pursuant to Section 4.15.


 


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


 


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


 


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


 


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


 


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


 


“Class
C Note Initial Principal Balance” means $52,500,000.


 


“Class
C Note Interest Rate” means a per annum rate of 0.48% 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.


 


6
















 


“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).


 


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


 


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


 


“Class
C Swap Rate” means 3.193% per annum.


 


“Closing
Date” means September 22, 2004.


 


“Collateral
Amount” means, as of any date of determination, an amount equal to the
excess of (a) the Initial Collateral Amount, over (b) the sum of (i) the
amount of principal previously paid to the Series 2004-2 Noteholders (other
than any principal payments made from funds on deposit in the Spread Account),
(ii) reductions in the Excess Collateral Amount due to reductions in the
Required Excess Collateral Amount, (iii) the Principal Accumulation Account
Balance, and (iv) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over the
reimbursements of such amounts pursuant to Section 4.4(a)(vii)
prior to such date.


 


“Controlled
Accumulation Amount” means, for any Payment Date with respect to the
Controlled Accumulation Period, $95,250,000; provided, however,
that if the Controlled Accumulation Period Length is determined to be less than
or more than ten months pursuant to Section 4.13, the Controlled
Accumulation Amount for each Payment Date with respect to the Controlled
Accumulation Period will be equal to (i) the initial Note Principal Balance divided
by (ii) the Controlled Accumulation Period Length; provided, further,
that the Controlled Accumulation Amount for any Payment Date shall not exceed
the Note Principal Balance minus any amount already on deposit in the Principal
Accumulation Account on such Payment Date.


 


“Controlled
Accumulation Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on
October 22, 2006 or such other date as is determined in accordance with Section 4.13
and ending on the first to occur of (a) the commencement of the Early
Amortization Period and (b) the Final Payment Date.


 


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


 


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


 


7
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Dilution”
means any downward adjustment made by Servicer in the amount of any Transferred
Receivable (a) because of a rebate, refund or billing error to an
accountholder, (b) because such Transferred Receivable was created in respect
of merchandise which was refused


 


8
















 


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 2004-2 Early Amortization Event is
deemed to occur and ending on the Final Payment Date.


 


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


 


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


 


“Expected
Principal Payment Date” means the September 2007 Payment Date.


 


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


 


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


 


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


 


“Finance
Charge Shortfall” is defined in Section 4.8.


 


“Group
One” means Series 2004-2 and each other outstanding Series previously or
hereafter specified in the related Indenture Supplement to be included in Group
One.


 


“Indenture”
is defined in the preamble.


 


“Indenture
Trustee” is defined in the preamble.


 


“Initial
Collateral Amount” means $1,000,000,000, 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 $47,500,000.


 


“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.


 


9
















 


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


 


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


 


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


 


“Investor
Finance Charge Collections” means, for any Monthly Period, an amount equal
to the aggregate amount of Finance Charge Collections retained or deposited in
the Finance Charge Account for Series 2004-2 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 2004-2 pursuant to Section 4.3(b)(ii)
for such Monthly Period.


 


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


 


“Issuer”
is defined in the preamble.


 


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


 


“LIBOR
Determination Date” means (i) September 20, 2004 for the period from
and including the Closing Date through and including November 14, 2004 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 2004-2, 4%; provided
that, at any time that GE Capital’s long-term unsecured debt is rated Aa2 or
lower by Moody’s or AA or lower by S&P, the Minimum Free Equity Percentage
shall be 7.0%.


 


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


 


10
















 


“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.


 


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


 


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


 


(a)                                  the lesser of (i) the Class A Required Amount
and (ii) $210,000,000 minus the sum of (x) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections (as
of the previous Payment Date) and (y) any reductions to the Collateral Amount
on account of reductions to the Required Excess Collateral Amount, but not less
than zero;


 


(b)                                 the lesser of (i) the Class B Required Amount
and (ii) $100,000,000 minus the sum of (x) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections (as
of the previous Payment Date and as required in clause (a) above) and (y)
any reductions to the Collateral Amount on account of reductions to the
Required Excess Collateral Amount, but not less than zero; and


 


(c)                                  the lesser of (i) the Class C Required Amount
and (ii) $47,500,000 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.


 


11
















 


“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.


 


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


 


“Payment
Date” means November 15, 2004 and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.


 


“Percentage
Allocation” is defined in Section 4.3(b)(ii)(y).


 


“Portfolio
Yield” means, for any Monthly Period, the annualized percentage equivalent of
a fraction, (a) the numerator of which is equal to the excess of (i) the
Available Finance Charge Collections (excluding any Excess Finance Charge
Collections), over (ii) the Investor Default Amount and the Investor Uncovered
Dilution Amount for such Monthly Period and (b) the denominator of which is the
Collateral Amount plus amounts on deposit in Principal Accumulation Account,
each as of the close of business on the last day of such Monthly Period.


 


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


 


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


 


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


 


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


 


“Principal
Shortfall” is defined in Section 4.9.


 


“Quarterly
Excess Spread Percentage” means (a) with respect to the November 2004
Payment Date, the Excess Spread Percentage for the Monthly Period relating to
such Payment Date, (b) with respect to the December 2004 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
November 2004 Payment Date and (ii) the Excess Spread Percentage for the
Monthly Period relating to the December 2004 Payment Date and the
denominator of which is two, and (c) with respect to the January 2005
Payment Date and each Payment Date thereafter, the percentage equivalent of a
fraction the numerator of which is the sum of the Excess Spread Percentages
determined with respect to the Monthly Periods relating to such Payment Date
and the immediately preceding two Payment Dates and the denominator of which is
three.


 


12
















 


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


 


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


 


“Redemption
Amount” means, for any Transfer Date, after giving effect to any deposits
and payments otherwise to be made on the related Payment Date, the sum of (i)
the Note Principal Balance on the related Payment Date, (ii) Monthly Interest
for the related Payment Date and any Monthly Interest previously due but not
distributed to the Series 2004-2 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 2004-2 Noteholders on a prior
Payment Date and (iv) any amounts owing to any Counterparty pursuant to the
terms of the Class A Swap, Class B Swap or Class C Swap.


 


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


 


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


 


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


 


“Required
Excess Collateral Amount” means, at any time, 4.75% of the Collateral
Amount; provided that:


 


(a)                                  except as provided in clause (c), the
Required Excess Collateral Amount shall never be less than 3.0% of the Initial
Collateral Amount;


 


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


 


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


 


“Required
Reserve Account Amount” means, for any Transfer Date on or after the
Reserve Account Funding Date, an amount equal to (a) 0.50% of the Note
Principal Balance or (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 2004-2.


 


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


 


13
















 


Collateral Amount, and (y) during the Controlled Accumulation Period or
the Early Amortization Period, the Collateral Amount as of the last day of the
Revolving Period; provided that, prior to the occurrence of an Event of
Default and acceleration of the Series 2004-2 Notes the Required Spread Account
Amount will never exceed the Class C Note Principal Balance (after taking into
account any payments to be made on such Payment Date).


 


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


 


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


 


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


 


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


 


“Reset
Date” means:


 


(a)                                  each Addition Date;


 


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


 


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


 


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


 


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


 


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


 


“Series
Accounts” is defined in Section 4.2.


 


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


 


14
















 


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


 


“Series
Maturity Date” means, with respect to Series 2004-2, the
September 2010 Payment Date.


 


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


 


“Series
2004-2” means the Series of Notes the terms of which are specified in this Indenture
Supplement.


 


“Series
2004-2 Early Amortization Event” is defined in Section 6.1.


 


“Series
2004-2 Excess Finance Charge Collections” means Excess Finance Charge
Collections allocated from other Series in Group One to Series 2004-2 pursuant
to Section 8.6 of the Indenture.


 


“Series
2004-2 Note” means a Class A Note, a Class B Note or a Class C Note.


 


“Series
2004-2 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) 0% if the Quarterly Excess Spread Percentage
on such Payment Date is greater than or equal to 5.00%, (ii) 2.00% if the
Quarterly Excess Spread Percentage on such Payment Date is less than 5.00% and
greater than or equal to 4.50%, (iii) 2.50% if the Quarterly Excess Spread
Percentage on such Payment Date is less than 4.50% and greater than or equal
4.00%, (iv) 3.50% if the Quarterly Excess Spread Percentage on such Payment
Date is less than 4.00% and greater than or equal to 3.50%, (v) 4.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 3.50% and greater
than or equal to 3.00%, (vi) 5.50% if the Quarterly Excess Spread Percentage on
such Payment Date is less than 3.00% and greater than or equal to 2.50%, (vii)
6.50% if the Quarterly Excess Spread Percentage on such Payment Date is less
than 2.50% and greater than or equal to 1.50%, (viii) 7.50% if the Quarterly
Excess Spread Percentage on such Payment Date is less than 1.50% and greater
than or equal to 0.50% and (ix) 8.50% if the Quarterly Excess Spread Percentage
on such Payment Date is less than 0.50%.


 


15
















 


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


 


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


 


“Trust”
is defined in the preamble.


 


SECTION 1.2.  Incorporation of Terms.  The
terms of the Indenture are incorporated in this Supplement as if set forth in
full herein. As supplemented by this Supplement, the Indenture is in all
respects ratified and confirmed and both together shall be read, taken and
construed as one and the same agreement. If the terms of this Supplement and
the terms of the Indenture conflict, the terms of this Supplement shall control
with respect to the Series 2004-2.


 


ARTICLE II


Creation of the Series 2004-2 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
2004-2” or the “Series 2004-2 Notes.”  The Series 2004-2 Notes shall be issued in
three Classes, known as the “Class A Series 2004-2 Floating Rate Asset
Backed Notes,” the “Class B Series 2004-2 Floating Rate Asset Backed
Notes,” and the “Class C Series 2004-2 Floating Rate Asset Backed Notes.”


 


(b)                                 Series 2004-2 shall be included in Group One
and shall be a Principal Sharing Series. 
Series 2004-2 shall be an Excess Allocation Series with respect to Group
One only.  Series 2004-2 shall not be
subordinated to any other Series.


 


(c)                                  The Series 2004-2 Notes shall be issued in
minimum denominations of $100,000 and in integral multiples of $1,000.


 


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 2004-2 Noteholders and Allocation and Application of
Collections


 


SECTION 4.1. 
Determination of Interest and Principal.


 


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


 


16
















 


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


 


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


 


(b)                                 The amount of monthly interest (“Class B
Monthly Interest”) due and payable with respect to the Class B Notes on any
Payment Date shall be an amount equal to the product of (i) a fraction, the
numerator of which is 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 and (iii) the Class B Note
Principal Balance as of the close of business on the last day of the preceding
Monthly Period (or, with respect to the initial Payment Date, the Class B Note
Initial Principal Balance).


 


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


 


17
















 


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 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


 


18
















 


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 2004-2
pursuant to Article VIII of the Indenture shall be allocated and
distributed as set forth in this Article. 
Notwithstanding anything to the contrary in Section 4.3(b), during
any period when the Issuer is permitted by Section 8.4 of the
Indenture to make a single monthly deposit to the Collection Account, amounts
allocated to the Noteholders pursuant to Section 4.3(b) with
respect to any Monthly Period need not be deposited into the Collection Account
or any Series Account prior to the related Payment Date, and, when so
deposited, (x) may be deposited net of any amounts required to be distributed
to Transferor and, if the Originator is Servicer, any amounts owed to the
Servicer, and (y) shall be deposited into the Finance Charge Account (in the case
of Collections of Finance Charge Receivables) and the Principal Account (in the
case of Collections of Principal Receivables (not including any Shared
Principal Collections allocated to Series 2004-2 pursuant to Section 8.5
of the Indenture)).


 


(b)                                 Allocations to the Series 2004-2 Noteholders.  The
Issuer shall on each Date of Processing, allocate to the Series 2004-2
Noteholders the following amounts as set forth below:


 


(i)                                     Allocations of Finance Charge Collections.  The
Issuer shall allocate to the Series 2004-2 Noteholders an amount equal to the
product of (A) the Allocation Percentage and (B) the aggregate Finance Charge
Collections processed on such Date of Processing and, subject to
Section 4.16, shall deposit such amount into the Finance Charge Account; provided
that, with respect to each Monthly Period falling in the Revolving Period (and
with respect to that portion of each Monthly Period in the Controlled
Accumulation Period falling on or after the day on which Collections of
Principal Receivables equal to the related Controlled Deposit Amount have been
allocated pursuant to Section 4.3(b)(ii)  and deposited pursuant to Section 4.3(a)),
Collections of Finance Charge Receivables shall be transferred into the Finance
Charge Account only until such time as the aggregate amount so deposited equals
the sum (the “Target Amount”) of (A) the fees payable to the Indenture
Trustee, the Trustee and the Administrator on the related Payment Date, (B) the
Net Interest Obligation on the related Payment Date, (C) if the Originator is
not the Servicer, the Noteholder Servicing Fee (and if the Originator is the
Servicer, then the Issuer covenants to pay directly to the Servicer


 


19
















 


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


 


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


 


(ii)                                  Allocations of Principal Collections.  The
Issuer shall allocate to the Series 2004-2 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 2004-2 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


 


20
















 


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 2004-2 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 2004-2 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 2004-2 Noteholders and transferred to the Principal Account until
applied as provided herein; provided, however, that after the
date on which an amount of such Principal Collections equal to the Note
Principal Balance has been deposited into the Principal Account such amount
shall be first, if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, retained in the Principal Account
for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that


 


21
















 


the
Free Equity Amount is not less than the Minimum Free Equity Amount and third
paid to the holders of the Transferor Interest.


 


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


 


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


 


(i)                                     to pay the following amounts, to the extent
allocated to Series 2004-2 pursuant to Section 8.4(d) of the
Indenture:  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 Trustee of the accrued and unpaid
fees and other amounts owed to the Trustee up to a maximum amount of $25,000
for each calendar year and (C) the payment to the Administrator of the accrued
and unpaid fees and other amounts owed to the Administrator up to a maximum
amount of $25,000 for each calendar year;


 


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


 


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


 


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


 


(vi)                              (A) first,
an amount equal to the Investor Default Amount for such Payment Date shall be
treated as a portion of Available Principal Collections for such Payment Date
and (B) second, an amount equal
to any Investor Uncovered Dilution Amount for such Payment Date shall be
treated as a portion of Available Principal Collections for such Payment Date,
and any amounts treated as Available Principal Collections pursuant to
subclause (A) or (B) of this clause (vi) during the Controlled Accumulation
Period or the Early Amortization Period, shall be deposited into the Principal
Account on the related Payment Date;


 


(vii)                           an amount equal to the sum of the aggregate
amount of Investor Charge-Offs and the amount of Reallocated Principal
Collections which have not been previously reimbursed pursuant to this Section 4.4(a)(vii)
shall be treated as a portion of Available Principal Collections for such
Payment Date and during the Controlled Accumulation Period or Early
Amortization Period shall be deposited into the Principal Account on the
related Payment Date;


 


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


 


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


 


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


 


(xi)                                on a pari passu basis (A) an amount equal to
any partial or early termination payments or other additional payments owed to
the Class A Counterparty


 


23
















 


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


 


(xii)                             unless an Early Amortization Event shall have
occurred and be continuing, on a pari passu basis any amounts owed to such
Persons listed in clause (i) above that have been allocated to Series 2004-2
pursuant to Section 8.4(d) of the Indenture and that have not been paid
pursuant to clause (i) above shall be paid to such Persons; and


 


(xiii)                          the balance, if any, will constitute a
portion of Excess Finance Charge Collections for such Payment Date and will be
applied in accordance with Section 8.6 of the Indenture; provided
that during an Early Amortization Period, if any such Excess Finance Charge
Collections would be paid to the Transferor in accordance with Section 8.6
of the Indenture, the portion of such Excess Finance Charge Collections that
would otherwise be payable to the Transferor, first shall be used to pay
Monthly Principal pursuant to Section 4.4(c) to the extent not paid in
full from Available Principal Collections pursuant to Section 4.4(c),
second, shall be used to pay on a pari passu basis any amounts owed to such
Persons listed in clause (i) above that have been allocated to Series 2004-2
pursuant to Section 8.4(d) of the Indenture and that have not been paid
pursuant to clauses (i) and (xii) above, 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 the related Payment Date;


 


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


 


24
















 


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


 


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


 


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


 


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


 


SECTION 4.5.  Distributions.


 


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


 


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


 


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


 


25
















 


and in the amounts specified in Section 4.11)) that are
allocated and available on such Payment Date and as are payable to the Class C
Noteholders pursuant to this Indenture Supplement.


 


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


 


(e)                                  All payments to Noteholders hereunder shall
be made by (i) check mailed to each Series 2004-2 Noteholder (at such
Noteholder’s address as it appears in the Note Register), except that for any
Series 2004-2 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 2004-2 Note or the making of any
notation thereon.


 


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


 


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


 


SECTION 4.8.  Excess
Finance Charge Collections.  Series
2004-2 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 2004-2 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 2004-2 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 2004-2 for any Payment Date will be equal to the excess, if any, of
(a) the full amount required to be paid, without duplication, pursuant to Sections
4.4(a)(i) through (xii) on such Payment Date over (b) the
Available Finance Charge Collections with respect to such Payment Date
(excluding any portion thereof attributable to Excess Finance Charge
Collections).


 


SECTION 4.9.  Shared
Principal Collections.  Subject to Section 8.5
of the Indenture, Shared Principal Collections allocable to Series 2004-2 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 2004-2 for such Transfer Date and the denominator of which
is the aggregate amount of Principal Shortfalls for all the Series which are
Principal Sharing Series for such


 


26
















 


Transfer Date.  The “Principal
Shortfall” for Series 2004-2 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 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 2004-2
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.


 


27
















 


SECTION 4.11.  Spread
Account.


 


(a)                                  On or before each Transfer Date, if the
aggregate amount of Available Finance Charge Collections available for
application pursuant to Section 4.4(a)(v) is less than the
aggregate amount required to be deposited pursuant to Section 4.4(a)(v),
the Issuer shall withdraw from the Spread Account the amount of such deficiency
up to the Available Spread Account Amount and if the Available Spread Account
Amount is less than such deficiency, Investment Earnings credited to the Spread
Account and shall apply such amount in accordance with Section 4.4(a)(v).


 


(b)                                 Unless an Early Amortization Event occurs,
the Issuer will withdraw from the Spread Account and deposit in the Collection
Account for payment to the Class C Noteholders on the Expected Principal
Payment Date for the Class C Notes an amount equal to the lesser of:  (i) the amount on deposit in the Spread Account
after application of any amounts set forth in clause (a) above and (ii) the
Class C Note Principal Balance.


 


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


 


(d)                                 On any day following the occurrence of an
Event of Default with respect to Series 2004-2 that has resulted in the
acceleration of the Series 2004-2 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 2004-2 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.


 


28
















 


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


 


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


 


(d)                                 On each Transfer Date (but subject to Section 4.11(a)),
the Investment Earnings, if any, credited since the preceding Transfer Date on
funds on deposit in the Spread Account shall be retained in the Spread Account
(to the extent that the Available Spread Account Amount is less than the
Required Spread Account Amount) and the balance, if any, shall be paid to the
holders of the Transferor Interest.  For
purposes of determining the availability of funds or the balance in the Spread
Account for any reason under this Indenture Supplement (subject to Section 4.11(a)),
all Investment Earnings shall be deemed not to be available or on deposit; provided
that after the maturity of the Series 2004-2 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
October 22, 2006; provided that if the Controlled Accumulation
Period Length (determined as described below) on any Determination Date is less
than or more than the number of months in the scheduled Controlled Accumulation
Period, upon written notice to the Indenture Trustee, with a copy to each
Rating Agency, the Issuer shall either postpone or accelerate, as applicable,
the date on which the Controlled Accumulation Period actually commences, so
that, as a result, the number of Monthly Periods in the Controlled Accumulation
Period will equal the Controlled Accumulation Period Length; provided
that the length of the Controlled Accumulation Period will not be less than one
month.  The “Controlled Accumulation
Period Length” will mean a number of whole months such that the amount
available for payment of principal on the Notes on the Expected Principal
Payment Date is expected to equal or exceed the Note Principal Balance,
assuming for this purpose that (1) the payment rate with respect to Principal
Collections remains constant at the lowest level of such payment rate during
the twelve preceding Monthly Periods, (2) the total amount of Principal
Receivables in the Trust (and the principal amount on deposit in the Excess
Funding Account, if any) remains constant at the level on such date of
determination, (3) no Early Amortization Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on such date of determination) will be subsequently issued.  Any notice by Issuer modifying the
commencement of the Controlled Accumulation Period pursuant to this Section 4.13
shall specify (i) the Controlled Accumulation Period Length, (ii) the
commencement date of the Controlled Accumulation Period and (iii) the
Controlled Accumulation Amount with respect to each Monthly Period during the
Controlled Accumulation Period.


 


29
















 


SECTION 4.14. 
Determination of LIBOR.


 


(a)                                  On each LIBOR Determination Date in respect
of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis
of the rate per annum displayed in the Bloomberg Financial Markets system as
the composite offered rate for London interbank deposits for a period of the
Designated Maturity, as of 11:00 a.m., London time, on that date.  If that rate does not appear on that display
page, LIBOR for that Interest Period will be the rate per annum shown on page
3750 of the Bridge Telerate Services Report screen or any successor page as the
composite offered rate for London interbank deposits for a one-month period, as
shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR
Determination Date.  If no rate is shown
as described in the preceding two sentences, LIBOR for that Interest Period
will be the rate per annum based on the rates at which Dollar deposits for a
period of the Designated Maturity are displayed on page “LIBOR” of the Reuters
Monitor Money Rates Service or such other page as may replace the LIBOR page on
that service for the purpose of displaying London interbank offered rates of
major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided
that if at least two rates appear on that page, the rate will be the arithmetic
mean of the displayed rates and if fewer than two rates are displayed, or if no
rate is relevant, the rate for that Interest Period shall be determined on the
basis of the rates at which deposits in United States dollars are offered by
the Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for period of the Designated
Maturity.  The Indenture Trustee shall
request the principal London office of each of the Reference Banks to provide a
quotation of its rate.  If at least two
(2) such quotations are provided, the rate for that Interest Period shall be
the arithmetic mean of the quotations. 
If fewer than two (2) quotations are provided as requested, the rate for
that Interest Period will be the arithmetic mean of the rates quoted by major banks
in New York City, selected by the Servicer, at approximately 11:00 a.m., New
York City time, on that day for loans in United States dollars to leading
European banks for a period of the Designated Maturity.


 


(b)                                 The Class A Note Interest Rate, Class B Note
Interest Rate and Class C Note Interest Rate applicable to the then current and
the immediately preceding Interest Periods may be obtained by telephoning the
Indenture Trustee at its corporate trust office at (800) 735-7777 or such other
telephone number as shall be designated by the Indenture Trustee for such
purpose by prior written notice by the Indenture Trustee to each Series 2004-2
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


 


30
















 


priority of payments set forth in Section 4.4(a)(iii).  On any Payment Date when there shall be a
Class B Net Swap Payment, the Issuer shall pay such Class B Net Swap Payment
subject to the priority of payments set forth in Section 4.4(a)(iv).  On any Payment Date when there shall be a
Class C Net Swap Payment, the Issuer shall pay such Class C Net Swap Payment
subject to the priority of payments set forth in Section 4.4(a)(v).  On any Payment Date when there shall be early
termination payments or any other miscellaneous payments payable by the Issuer
to the Counterparties, the Issuer shall pay such amounts subject to the
priority of payments set forth in Section 4.4(a)(xi).


 


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


 


SECTION 4.16.                 Deposit of Collections.                      Notwithstanding anything to the contrary in
the Indenture, for any Monthly Period during which the Issuer is permitted to
make a single monthly deposit to the Collection Account pursuant to
Section 8.4 of the Indenture for such Monthly Period, the Issuer need not
make the daily deposits of Collections into the Collection Account as provided
in Section 8.4 of the Indenture, but may make a single deposit in the
Collection Account in immediately available funds not later than 12:00 noon.,
New York City time, on the related Payment Date.


 


ARTICLE V


Delivery of Series 2004-2 Notes;


Reports to Series 2004-2 Noteholders


 


SECTION 5.1. 
Delivery and Payment for the Series 2004-2 Notes.


 


The
Issuer shall execute and issue, and the Indenture Trustee shall authenticate,
the Series 2004-2 Notes in accordance with Section 2.2 of the
Indenture.  The Indenture Trustee shall
deliver the Series 2004-2 Notes to or upon the written order of the Issuer when
so authenticated.


 


SECTION 5.2. 
Reports and Statements to Series 2004-2 Noteholders.


 


(a)                                  Not later than the second Business Day
preceding each Payment Date, the Issuer shall deliver or cause the Servicer to
deliver to the Trustee, the Indenture Trustee and each Rating Agency a
statement substantially in the form of Exhibit B prepared by the
Servicer; provided that the Issuer may amend the form of Exhibit B
from time to time, with the prior written consent of the Indenture
Trustee.  On each Payment Date, the
Issuer shall forward to each Series 2004-2 Noteholder a statement substantially
in the form of Exhibit B.


 


(b)                                 A copy of each statement or certificate
provided pursuant to Section 5.2(a) may be obtained by any Series 2004-2
Noteholder by a request in writing to the Issuer.


 


(c)                                  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 2004-2 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


 


31
















 


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 2004-2 Early Amortization Events


 


SECTION 6.1.  Series
2004-2 Early Amortization Events.  If
any one of the following events shall occur with respect to the Series 2004-2
Notes:


 


(a)                                  (i) 
failure on the part of Transferor to make any payment or deposit
required to be made by it by the terms of the Trust Receivables Purchase
Agreement or the Transfer Agreement on or before the date occurring five (5)
Business Days after the date such payment or deposit is required to be made
therein or herein or (ii) failure of the Transferor duly to observe or perform
in any material respect any other of its covenants or agreements set forth in
the Trust Receivables Purchase Agreement or the Transfer Agreement which
failure has a material adverse effect on the Series 2004-2 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 2004-2 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 2004-2 Notes and as a result of which the interests of
the Series 2004-2 Noteholders are materially and adversely affected for such
period; provided, however, that a Series 2004-2 Early
Amortization Event pursuant to this Section 6.1(b) shall not be
deemed to have occurred hereunder if the Transferor has accepted reassignment
of the related Transferred Receivable, or all of such Transferred Receivables,
if applicable, during such period in accordance with the provisions of the
Transfer Agreement or the Trust Receivables Purchase Agreement;


 


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


 


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


 


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


 


32





















 


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


 


(g)                                 the Class A Counterparty, the Class B
Counterparty or the Class C Counterparty shall fail to pay any net amount
payable by such Counterparty under the Class A Swap, Class B Swap or the Class
C Swap, as applicable, as a result of LIBOR being greater than the Class A Swap
Rate, Class B Swap Rate or the Class C Swap Rate, as applicable, and such
failure is not cured within five Business Days;


 


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


 


(i)                                     without limiting the foregoing, the
occurrence of an Event of Default with respect to Series 2004-2 and
acceleration of the maturity of the Series 2004-2 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 2004-2
Notes evidencing more than 50% of the aggregate unpaid principal amount of
Series 2004-2 Notes by notice then given in writing to the Issuer (and to the
Indenture Trustee if given by the Series 2004-2 Noteholders) may declare that a
“Series Early Amortization Event” with respect to Series 2004-2 (a “Series
2004-2 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), (g), (h) or (i) a Series 2004-2 Early Amortization Event
shall occur without any notice or other action on the part of the Indenture
Trustee or the Series 2004-2 Noteholders immediately upon the occurrence of
such event.


 


ARTICLE VII


Redemption of Series 2004-2 Notes; Final Distributions; Series
Termination


 


SECTION 7.1. 
Optional Redemption of Series 2004-2 Notes; Final Distributions.


 


(a)                                  On any day occurring on or after the date on
which the outstanding principal balance of the Series 2004-2 Notes is reduced
to 10% or less of the initial outstanding principal balance of Series 2004-2
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


 


33

















 


Redemption Amount for the Payment Date following such day.  If Transferor exercises such option, Issuer
will apply such purchase price to repay the Notes in full as specified below.


 


(b)                                 Issuer shall give the Indenture Trustee at
least thirty (30) days prior written notice of the date on which Transferor
intends to exercise such optional redemption. 
Not later than 12:00 noon, New York City time, on such day Transferor
shall deposit into the Distribution Account in immediately available funds the
excess of the Redemption Amount over the amount, if any, on deposit in the
Principal Accumulation Account.  Such
redemption option is subject to payment in full of the Redemption Amount.  Following such deposit into the Distribution
Account in accordance with the foregoing, the Collateral Amount for Series
2004-2 shall be reduced to zero and the Series 2004-2 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 2004-2 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 2004-2 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 2004-2, 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 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


 


34

















 


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 2004-2
Notes shall be due and payable.


 


ARTICLE VIII


Miscellaneous Provisions


 


SECTION 8.1.  Ratification
of Indenture; Amendments.  As
supplemented by this Indenture Supplement, the Indenture is in all respects
ratified and confirmed and the Indenture as so supplemented by this Indenture
Supplement shall be read, taken and construed as one and the same
instrument.  This Indenture Supplement
may be amended only by a Supplemental Indenture entered in accordance with the
terms of Section 9.1 or 9.2 of the Indenture.  For purposes of the application of Section 9.2
to any amendment of this Indenture Supplement, the Series 2004-2 Noteholders
shall be the only Noteholders whose vote shall be required.


 


SECTION 8.2.  Form
of Delivery of the Series 2004-2 Notes. 
The Class A Notes, the Class B Notes and the Class C Notes shall be
Book-Entry Notes and shall be delivered as provided in Sections 2.1 and 2.2
of the Indenture.


 


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


 


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


 


35

















 


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


 


BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO 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


 


36

















 


capacity) shall be subject to, and entitled to the benefits of, the
terms and provisions of the Trust Agreement.


 


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


 


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


 


Fitch
Ratings


One
State Street Plaza


New
York, NY 10004 


Facsimile:
(212)-514-9879


 


Moody’s
Rating Service


99
Church Street


New
York, NY 10007 


Facsimile:  (212) 553-3856


 


Standard
& Poor’s


Structured
Finance Surveillance


55
Water Street


New
York, NY 10041


Attention:  ABS Surveillance Group


Facsimile:
(212) 438-2648-0003


 


ARTICLE IX


FASIT MATTERS


 


SECTION 9.1.   FASIT Administration.  (a)  FASIT
Matters.  An election has been made
to treat the Trust Estate as a FASIT known as the RFS FASIT.  December 30, 2002 was designated as the
“Startup Day” of the RFS FASIT within the meaning of section 860L(d)(1) of
the Code.  The Ownership Interest was
designated as the single class of “ownership interest” (within the meaning of
section 860L(b)(2) of the Code) in the RFS FASIT.  Notwithstanding any provision of the
Indenture or this Indenture Supplement to the contrary, each class of Series
2004-2 Regular Interests shall mature on or before December 1, 2020.


 


(b)                                 Series 2004-2 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 2004-2
Regular Interests”).  The Series
2004-2 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


 


37

















 


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 2004-2 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 2004-2
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
2004-2 Regular Interests and Interest with respect to each class is not paid in
full).  The principal amount of each
Series 2004-2 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 2004-2 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.


 


(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.


 


38

















 


(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]


 


39

















 


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


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE

  TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  
	
   

  	
   

  	
  Name:   Kristine K. Gullo

  
	
   

  	
   

  	
  Title:    Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Barstock

  
	
   

  	
   

  	
  Name:   Susan Barstock

  
	
   

  	
   

  	
  Title:   Vice President

  
				



 


S-1

















 


EXHIBIT A-1


FORM OF CLASS A SERIES 2004-2 FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


A-1-1

















 


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


 


A-1-2

















 


	
  REGISTERED
  

  	
   

  	
  $                                                    

  
	
  No.
  R-

  	
   

  	
  CUSIP
  NO.                

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2004-2


 


CLASS A SERIES 2004-2 FLOATING RATE ASSET BACKED NOTE


 


GE
Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or
the “Trust”), a Delaware statutory trust governed by a Trust Agreement dated as
of September 25, 2003, for value received, hereby promises to pay to Cede
& Co., or registered assigns, subject to the following provisions, the
principal sum of
                              DOLLARS,
or such greater or lesser amount as determined in accordance with the
Indenture, on the September 2010 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 September 2010 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-1-3

















 


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


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE

  TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE
  BANK OF NEW YORK (DELAWARE),

  not in its individual capacity but solely as

  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
                          ,      

  	
   

  	
   

  
				



 


A-1-4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-1-5

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2004-2 


 


CLASS A SERIES 2004-2 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 2004-2 (the “Series
2004-2 Notes”), issued under a Master Indenture dated as of
September 25, 2003 (as amended, the “Master Indenture”), between
the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the
“Indenture Trustee”), as supplemented by the Indenture Supplement dated
as of September 22, 2004 (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-1-6

















 


ASSIGNMENT


 


Social
Security or other identifying number of
assignee                     


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 












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


 


A-1-7

















 


EXHIBIT A-2


FORM OF CLASS B SERIES 2004-2 FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


A-2-1

















 


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


 


A-2-2

















 


	
  REGISTERED
  

  	
   

  	
  $                                                  

  
	
  No.
  R-

  	
   

  	
  CUSIP
  NO.                

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2004-2


 


CLASS B SERIES 2004-2 FLOATING RATE ASSET BACKED NOTE


 


GE
Capital Credit Card Master Note Trust (herein referred to as the “Issuer” or
the “Trust”), a Delaware statutory trust governed by a Trust Agreement dated as
of September 25, 2003, for value received, hereby promises to pay to Cede
& Co., or registered assigns, subject to the following provisions, the
principal sum of
               
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the September 2010 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 September 2010 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-2-3

















 


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


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE

  TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE
  BANK OF NEW YORK (DELAWARE),

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
                    ,      

  	
   

  	
   

  
				



 


A-2-4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-2-5

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2004-2


 


CLASS B SERIES 2004-2 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 2004-2 (the “Series
2004-2 Notes”), issued under a Master Indenture dated as of
September 25, 2003 (as amended, the “Master Indenture”), between
the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the
“Indenture Trustee”), as supplemented by the Indenture Supplement dated
as of September 22, 2004 (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-2-6

















 


ASSIGNMENT


 


Social
Security or other identifying number of assignee                             .


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 












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


 


A-2-7

















 


EXHIBIT A-3


FORM OF CLASS C SERIES 2004-2 FLOATING RATE ASSET BACKED NOTE


 


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


 


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


 


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


 


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


 


A-3-1

















 


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


 


A-3-2

















 


	
  REGISTERED
  

  	
   

  	
  $                                         

  
	
  No.
  R-

  	
   

  	
  CUSIP
  NO.              

  



 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2004-2


 


CLASS C SERIES 2004-2 FLOATING RATE]ASSET BACKED NOTE


 


GE
Capital Credit Card Master Note Trust (herein referred to as the “Issuer”
or the “Trust”), a Delaware statutory trust governed by a Trust
Agreement dated as of September 25, 2003, for value received, hereby
promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of
               
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the September 2010 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 September 2010 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-3-3

















 


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


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE
  BANK OF NEW YORK (DELAWARE),

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
                          ,      

  	
   

  	
   

  
				



 


A-3-4

















 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-3-5

















 


GE CAPITAL CREDIT CARD


MASTER NOTE TRUST SERIES 2004-2


 


CLASS C SERIES 2004-2 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 2004-2 (the “Series
2004-2 Notes”), issued under a Master Indenture dated as of
September 25, 2003 (as amended, the “Master Indenture”), between
the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the
“Indenture Trustee”), as supplemented by the Indenture Supplement dated
as of September 22, 2004 (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-3-6

















 


ASSIGNMENT


 


Social
Security or other identifying number of assignee
                     


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  



 












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


 


A-3-7

















 


EXHIBIT B


 


FORM OF MONTHLY NOTEHOLDERS’ STATEMENT


 


Monthly Noteholder’s Statement


GE Capital Credit Card Master Note Trust


 


Series 2004 – 2


 


Class A LIBOR + 0.0400% Notes


Class B LIBOR + 0.2600% Notes


Class C LIBOR + 0.4800% Notes


 


Pursuant
to the Master Indenture, dated as of September 25, 2003 (as amended and
supplemented, the “Indenture”) between GE Capital Credit Card Master
Note Trust (the “Issuer”) and Deutsche Bank Trust Company Americas, as
indenture trustee (the “Indenture Trustee”), as supplemented by the
Series 2004-2 Indenture Supplement (the “Indenture Supplement”), dated
as of September 22, 2004, between the Issuer and the Indenture Trustee,
the Issuer is required to prepare, or cause the Servicer to prepare, certain
information each month regarding current distributions to the Series 2004-2
Noteholders and the performance of the Trust during the previous month.  The information required to be prepared with
respect to the Payment Date of November 15, 2004, and with respect to the
performance of the Trust during the Monthly Period ended October 21, 2004
is set forth below.  Capitalized terms
used herein are defined in the Indenture and the Indenture Supplement. The
undersigned, an Authorized Officer of the Servicer, does hereby certify as
follows:


 


Monthly
Period Beginning:


Monthly
Period Ending:


Previous
Payment Date:


Payment
Date:


Days
in Monthly Period:


Days
in Interest Period:


LIBOR
Reset Date


LIBOR
Rate


 


I.                                         Trust Receivables Information


 


(a)                                  Number of Obligors (Total Securitized)


 


(b)                                 Average Obligor Balance (Total Securitized)


 


(c)                                  BOP Principal Receivables


 


(d)                                 BOP Finance Charge Receivables


 


(e)                                  BOP Total Receivables


 


(f)                                    Increase in Principal Receivables from
Additional Accounts


 


(g)                                 Increase in Principal Activity on Existing
Securitized Accounts


 


(h)                                 Increase in Finance Charge Receivables from
Additional Accounts


 


B-1

















 


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


 


(j)                                     Increase in Total Receivables


 


(k)                                  Decrease in Principal Receivables due to
Account Removal


 


(l)                                     Decrease in Principal Activity on Existing
Securitized Accounts


 


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


 


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


 


(o)                                 Decrease in Total Receivables


 


(p)                                 EOP Aggregate Principal Receivables


 


(q)                                 EOP Finance Charge Receivables


 


(r)                                    EOP Total Receivables


 


(s)                                  Excess Funding Account Balance


 


(t)                                    Required Principal Balance


 


(u)                                 Minimum Free Equity Amount (EOP Aggregate
Principal Receivables (*4.0%)


 


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


 


II.                                     Investor Information (Trust Level)


 


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


 


(b)                                 Beginning of Interest Period


 


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


 


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


 


(i)                                     End of Interest Period


 


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


 


(i)                                     Beginning of Interest Period


 


(ii)                                  Additional Enhancement Amount


 


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


 


(iv)                              Reductions in Required Excess Collateral
Amount


 


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


 


(vi)                              Increase/Decrease in Unreimbursed Reallocated
Principal Collections


 


(vii)                           End of Interest Period


 


(f)                                    Collateral Amount (Sum of all Series)


 


(i)                                     End of Prior Monthly Period


 


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


 


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


 


B-2

















 


(iv)                              Increase/Decrease in Unreimbursed Reallocated
Principal Collections


 


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


 


III.                                 Trust Performance Data (Monthly Period)


 


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


 


(i)                                     Current


 


(ii)                                  Prior Monthly Period


 


(iii)                               Two Months Prior Monthly Period


 


(iv)                              Three-Month Average


 


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


 


(i)                                     Current


 


(ii)                                  Prior Monthly Period


 


(iii)                               Two Months Prior Monthly Period


 


(iv)                              Three-Month Average


 


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


 


(i)                                     Current


 


(ii)                                  Prior Monthly Period


 


(iii)                               Two Months Prior Monthly Period


 


(iv)                              Three-Month Average


 


(d)                                 Default Amount for Defaulted Accounts


 


(e)                                  Collections


 


(i)                                     Total Trust F/C Collections


 


(ii)                                  Total Trust Principal Collections


 


(iii)                               Total Trust Collections


 


(f)                                   Delinquency Data                                                                                                                                                                                                                                                                      Percentage                                       Amount


 


(i)                                     15-29 Days Delinquent


 


(ii)                                  30-59 Days Delinquent


 


(iii)                               60-89 Days Delinquent


 


(iv)                              90-119 Days Delinquent


 


(v)                                 120-149 Days Delinquent


 


(vi)                              150 or Greater Days Delinquent


 


IV.                                 Series Performance Data


 


(a)                                  Portfolio Yield


 


B-3

















 


(i)                                     Current


 


(ii)                                  Prior Monthly Period


 


(iii)                               Two Months Prior Monthly Period


 


(iv)                              Three-Month Average


 


(b)                                 Base Rate


 


(i)                                     Current


 


(ii)                                  Prior Monthly Period


 


(iii)                               Two Months Prior Monthly Period


 


(iv)                              Three-Month Average


 


(c)                                  Excess Spread Percentage


 


(i)                                     Current


 


(ii)                                  Prior Monthly Period


 


(iii)                               Two Months Prior Monthly Period


 


(iv)                              Quarterly Excess Spread Percentage


 


V.                                     Investor Information Regarding Distributions
to Noteholders


 


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


 


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


 


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


 


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


 


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


 


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


 


VI.                                 Investor Information


 


(a)                                  Class A Note Initial Principal Balance


 


(b)                                 Class B Note Initial Principal Balance


 


(c)                                  Class C Note Initial Principal Balance


 


(d)                                 Initial Excess Collateral Amount


 


(e)                                  Initial Collateral Amount


 


(f)                                    Class A Note Principal Balance


 


B-4

















 


(i)                                     Beginning of Interest Period


 


(ii)                                  Principal Payment


 


(iii)                               End of Interest Period


 


(g)                                 Class B Note Principal Balance


 


(i)                                     Beginning of Interest Period


 


(ii)                                  Principal Payment


 


(iii)                               End of Interest Period


 


(h)                                 Class C Note Principal Balance


 


(i)                                     Beginning of Interest Period


 


(ii)                                  Principal Payment


 


(iii)                               End of Interest Period


 


(i)                                     Excess Collateral Amount


 


(i)                                     Beginning of Interest Period


 


(ii)                                  Reduction in Excess Collateral Amount


 


(iii)                               End of Interest Period


 


(j)                                     Principal Accumulation Account Balance


 


(i)                                     Beginning of Interest Period


 


(ii)                                  Controlled Deposit Amount


 


(iii)                               Withdrawal for Principal Payment


 


(iv)                              End of Interest Period


 


(k)                                  Collateral Amount


 


(i)                                     Beginning of Interest Period


 


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


 


(iii)                               Increase/Decrease in Reallocated Principal
Collections


 


(iv)                              Reduction in Excess Collateral Amount


 


(v)                                 Principal Payments


 


(vi)                              End of Interest Period


 


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


 


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


 


(l)                                     Required Excess Collateral Amount


 


VII.                             Investor Charge-Offs and Reallocated
Principal Collections (Section references related to Indenture Supplement)


 


(a)                                  Beginning Unreimbursed Investor Charge-Offs


 


B-5

















 


(b)                                 Current Unreimbursed Investor Defaults


 


(c)                                  Current Unreimbursed Investor Uncovered
Dilution Amount


 


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


 


(e)                                  Ending Unreimbursed Investor Charge-Offs


 


(f)                                    Beginning Unreimbursed Reallocated Principal
Collections


 


(g)                                 Current Reallocated Principal Collections
pursuant to Section 4.7


 


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


 


(i)                                     Ending Unreimbursed Reallocated Principal
Collections


 


VIII.                         Investor Percentages - BOP Balance and Series
Account Information


 


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


 


(b)                                 Allocation Percentage Numerator - for
Principal Collections


 


(c)                                  Allocation Percentage Denominator


 


(i)                                     Aggregate Principal Receivables Balance


 


(ii)                                  Number of Days at Balance


 


(iii)                               Average Principal Balance


 


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


 


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


 


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


 


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


 


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


 


IX.                                Collections and Allocations Trust Series


 


(a)                                  Finance Charge Collections


 


(b)                                 Recoveries


 


(c)                                  Principal Collections


 


(d)                                 Default Amount


 


(e)                                  Dilution


 


(f)                                    Investor Uncovered Dilution Amount


 


(g)                                 Available Finance Charge Collections


 


B-6

















 


(i)                                     Investor Finance Charge Collections


 


(ii)                                  Excess Finance Charge Collections allocable
to Series 2004 - 2


 


(iii)                               Principal Accumulation Account Investment
Proceeds


 


(iv)                              Investment earnings in the Reserve Account


 


(v)                                 Reserve Account Draw Amount


 


(vi)                              Net Swap Receipts


 


(vii)                           Recoveries


 


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


 


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


 


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


 


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


 


(a)                                  Available Finance Charge Collections


 


(i)            On a pari passu basis:


 


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


 


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


 


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


 


(ii)           To the Servicer:


 


a.                                       Noteholder Servicing Fee


 


b.                                      Noteholder Servicing Fee previously due but
not paid


 


c.                                       Total Noteholder Servicing Fee


 


(iii)          On a pari passu basis:


 


a.                                       Class A Monthly Interest


 


b.                                      Class A Deficiency Amount


 


c.                                       Class A Additional Interest


 


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


 


e.                                       Class A Net Swap Payments


 


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


 


(iv)          On a pari passu basis:


 


a.                                       Class B Monthly Interest


 


b.                                      Class B Deficiency Amount


 


c.                                       Class B Additional Interest


 


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


 


B-7

















 


e.                                       Class B Net Swap Payments


 


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


 


(v)           To be treated as Available Principal Collections


 


a.                                       Aggregate Investor Default Amount


 


b.                                      Aggregate Investor Uncovered Dilution Amount


 


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


 


a.                                       Investor Charge-offs


 


b.                                      Reallocated Principal Collections


 


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


 


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


 


(ix)           On a pari passu basis:


 


a.                                       Partial or early termination or other
additional amount owed to Class A Swap Counterparty


 


b.                                      Partial or early termination or other
additional amount owed to Class B Swap Counterparty


 


c.                                       Partial or early termination or other
additional amount owed to Class C Swap Counterparty


 


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


 


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


 


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


 


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


 


XI.           Excess Finance Charge Collections (Group One)


 


(a)                                  Total Excess Finance Charge Collections in Group
One


 


(b)                                 Finance Charge Shortfall for Series 2004 - 2


 


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


 


B-8

















 


(d)                                 Excess Finance Charges Collections Allocated
to Series 2004 - 2


 


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


 


(a)                                  Investor Principal Collections


 


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


 


(c)                                  Plus: Shared Principal Collections allocated
to this Series


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


a.                                       Principal paid to Class A Noteholders


 


b.                                      Principal paid to Class B Noteholders


 


c.                                       Principal paid to Class C Noteholders


 


(vi)                              Total Principal Collections Available to
Share (Inclusive of Series 2004 -2)


 


(vii)                           Series Principal Shortfall


 


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


 


XIII.                        Series 2004 - 2 Accumulation


 


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


 


(b)                                 Controlled Accumulation Amount


 


(c)                                  Controlled Deposit Amount


 


B-9

















 


(d)                                 Accumulation Shortfall


 


XIV.                        Spread Account Funding
(Section references relate to Indenture Supplement)


 


(a)                                  Spread Account Percentage


 


(b)                                 Required Spread Account Amount


 


(c)                                  Beginning Available Spread Account Amount


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)                                     Ending Available Spread Account Amount


 


XV.                            Series Early Amortization Events


 


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


 


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


 


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


 


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


 


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


 


IN
WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder’s
Statement as of the 15th day of November 2004.


 


	
   

  	
  MONOGRAM
  CREDIT CARD

  
	
   

  	
   

  	
  BANK OF GEORGIA, as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald
  R. Ramon

  
	
   

  	
   

  	
  Title:

  	
  President
  and CEO

  
						



 


B-10

















 


EXHIBIT C-1


 


FORM OF CLASS A SWAP


 


Filed as Exhibits 4.2, 4.5 and 4.8 to the Form 8-K filed by the Issuer
on September 28, 2004.


 

















 


EXHIBIT C-2


 


FORM OF CLASS B SWAP


 


Filed as Exhibits 4.3, 4.6 and 4.9 to the Form 8-K filed by the Issuer
on September 28, 2004.


 

















 


EXHIBIT C-3


 


FORM OF CLASS C SWAP


 


Filed as Exhibits 4.4, 4.7 and 4.10 to the Form 8-K filed by the Issuer
on September 28, 2004.


 

















 


 


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 2004-2 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


 


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


 


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