Exhibit 4.13


 


	
   

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Swiss
  Reinsurance Company

  
	
   

  	
  Mythenquai
  50/60

  
	
   

  	
  P.O. Box

  
	
   

  	
  8022 Zurich

  
	
   

  	
  Switzerland

  
	
   

  	
  Telephone
  043 285 2121

  
	
   

  	
  Fax 043 285
  2999

  
	
   

  	
  www.swissre.com

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  September 22,
  2004

  



 


Guarantee


 


To: GE Capital Credit Card Master Note Trust (the
“Beneficiary”), as issuer of the Class C Series 2004-2 Asset Backed Notes (the
“Rated Securities”).


 


1.          The
undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the “Guarantor”),
hereby absolutely and unconditionally guarantees the prompt payment as and when
due of all obligations of its indirect, wholly-owned subsidiary SWISS RE
FINANCIAL PRODUCTS CORPORATION, a Delaware corporation (“THE GUARANTEED
SUBSIDIARY”) under, in connection with or ancillary to an ISDA Master
Agreement, dated as of September 22, 2004 between the Beneficiary and THE
GUARANTEED SUBSIDIARY as amended or restated from time to time (the
“Agreements”) which support the issuance of the Rated Securities.  In this Guarantee these obligations are
referred to as the “Guaranteed Obligations”. 
This Guarantee is given solely for the benefit of, and is enforceable
only by, the Beneficiary or any trustee as assignee of the Beneficiary to which
this Guarantee has been validly assigned in accordance with applicable law and
who is acting as trustee for the investors in the Rated Securities.


 


2.          This
Guarantee constitutes a Guarantee of payment and not of collection and is not
conditional or contingent upon any attempts to collect from, or pursue or
exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY.  A demand for payment hereunder may at the
Beneficiary’s option be made in writing addressed to the Chief Financial
Officer of the Guarantor. This Guarantee is not however dependent in any way on
the manner of the demand for payment. 
Delay in making a claim will not affect the Guarantor’s obligations
under this Guarantee unless the relevant legal limitation period has expired.


 


3.          This
Guarantee constitutes, and is intended by the Guarantor to constitute, an
unlimited non-accessory undertaking („unbeschränkte, nicht akzessorische
Verpflichtung”) within the meaning of Article 111 of the Swiss Code of
Obligations (‚CO’) and is not a mere surety („Bürgschaft”) within the meaning
of Article 492 et seq of the CO.


 

















 


4.          Notwithstanding
any reference to the obligations of THE GUARANTEED SUBSIDIARY, the Guarantor’s
obligations under this Guarantee are its absolute and independent obligations
as a primary obligor.  Payment of a
claim hereunder is required as soon as the Guaranteed Obligations are due and
payable.


 


5.          To
the extent that any event or circumstance would give rise to any legal or
equitable discharge, defence or other rights of the Guarantor under this
Guarantee, but which event or circumstance would not give rise to any
discharge, defence or rights of THE GUARANTEED SUBSIDIARY under the Agreements,
the Guarantor hereby fully waives, subject to paragraph 7 below, such
discharge, defence, or rights and the Guarantor’s liability hereunder shall
continue as if such event or circumstance had not arisen.


 


6.          The
Guarantor further agrees, subject to paragraph 7 below, that to the extent that
any event or circumstance gives rise to any legal or equitable discharge,
defence or other rights available to both the Guarantor under the Guarantee and
THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor hereby agrees to
waive such discharge, defence or other rights against the Beneficiary, until
such time as all the Guaranteed Obligations in relation to the same event or
circumstance have been fully met as required to protect investors in the Rated
Securities.


 


7.          Notwithstanding
any other provision of this Guarantee, the Guarantor will have the right, prior
to making any payment under this Guarantee, to (a) assert such rights of offset
as are set forth in the Agreements to the extent that such rights relate to
amounts due and payable by the Beneficiary to THE GUARANTEED SUBSIDIARY and not
to amounts which are subject to dispute; and (b) defend manifestly fraudulent
claims under this Guarantee made by the Beneficiary.


 


8.          This
Guarantee will continue in full force and effect in relation to all Guaranteed
Obligations until all the Guaranteed Obligations have been satisfied in
full.  For the avoidance of doubt, all
Guaranteed Obligations entered into by THE GUARANTEED SUBSIDIARY during the
term of this Guarantee shall be honoured in accordance with this Guarantee and
shall be binding on the Guarantor and its successors and assigns.  This Guarantee may be amended only as
necessary to reflect changes to the Guaranteed Obligations which are validly
agreed to by the Beneficiary in accordance with the terms of the Rated
Securities, including any requirement to obtain the consent of some or all of
the investors in the Rated Securities.


 


9.          If
any payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced as a
result of insolvency or any similar event affecting creditors rights generally
having occurred in respect of THE GUARANTEED SUBSIDIARY, the Guarantor’s
liability under this Guarantee shall continue as if the avoided, recaptured or
reduced payment had not occurred.


 


10.        Upon payment by the Guarantor to the Beneficiary
of any amount due under this Guarantee, the Guarantor shall be entitled to
require the assignment to it of the rights of the Beneficiary against THE
GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the
Beneficiary will take at the Guarantor’s expense such steps as the Guarantor
may reasonably require to implement such assignment. The Guarantor shall not
exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in
consequence of such payment and assignment unless and until all the Guaranteed
Obligations to the Beneficiary shall have been paid in full.


 


11.        This
Guarantee is governed and will be construed in accordance with Swiss law.


 


2

















 


The exclusive place of jurisdiction for any legal
proceeding hereunder shall be Zurich, Switzerland.


 


IN WITNESS WHEREOF, the Guarantor has caused this
Guarantee to be executed in its name as of the 22nd day of September, 2004.


 


 


	
   

  	
  SWISS
  REINSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Andre Pfanner

  	
   

  	
  /s/
  Urs Bucher

  	
   

  
	
   

  	
  André
  Pfanner

  	
  Urs
  Bucher

  
	
   

  	
  Member
  of Senior

  	
  Member
  of Senior

  
	
   

  	
  Management

  	
  Management

  
					



 


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