Exhibit 4.12


 


	
   

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 B
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.


 


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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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