Exhibit
4.5


 


SCHEDULE



to the



2002



Master Agreement



dated as of September 22, 2004



between SWISS RE FINANCIAL PRODUCTS CORPORATION (“Party A”)



and



GE CAPITAL CREDIT CARD MASTER NOTE TRUST (“Party B”)


 


Part 1


 


The only Transaction that will be governed by
the terms of this Agreement will be the Class A Swap (as defined in the
Indenture Supplement) as documented in the Confirmation, dated as of the date
hereof.  Reference to “Transactions” or
“Transaction” shall be deemed to be reference to the Class A Swap.


 


Termination
Provisions


 


In this Agreement
—


 


(a)                                  “Specified Entity” means in relation to
Party A and Party B for the purpose of Sections 5(a)(v), (vi), (vii) and
Section 5(b)(v):  Not applicable.


 


(b)                                 “Specified Transaction” will have the
meaning specified in Section 14 of this Agreement.


 


(c)                                  The “Failure
to Pay or Deliver” provision of Section 5(a)(i) is hereby
amended by replacing each reference to the word “first” with the word “third”
in the third line thereof.


 


(d)                                 The “Breach
of Agreement” provision of Section 5(a)(ii) will not apply
to Party A and will not apply to Party B.


 


(e)                                  The “Misrepresentation”
provision of Section 5(a)(iv) will not apply to Party A and will not apply
to Party B.


 


(f)                                    The “Cross Default” provisions of
Section 5(a)(vi) will not apply to Party A and will not apply to Party B.


 


(g)                                 The “Bankruptcy”
provision of Section 5(a)(vii) is hereby amended by replacing “15” with
“30” in the 16th and 23rd lines thereof.


 


1

















 


(h)                                 The “Credit
Support Default” provision of Section 5(a)(iii) will apply
to Party A and will not apply to Party B; provided,
however, that Party A shall have a 30-days grace period following
the occurrence of an event under Section 5(a)(iii) to cure such event before
it becomes an Event of Default.


 


(i)                                     The
“Force Majeure Event”
provision of Section 5(b)(ii) will not apply to Party A and will not apply
to Party B.


 


(j)                                     The
“Credit
Event Upon Merger” provisions of Section 5(b)(v) will not
apply to Party A and will not apply to Party B.


 


(k)                                  The “Automatic Early Termination” provisions
of Section 6(a) will not apply to Party A and will not apply to Party B.


 


(l)                                     “Termination Currency” means United
States Dollars.


 


(m)                               Additional Termination Event  will
apply.  Failure to comply with the
following shall constitute an Additional Termination Event in which Party A
shall be the sole Affected Party:


 


Credit Downgrade – Party A. 
If at any time (i) the unsecured debt rating of Party A is withdrawn by
or reduced below “A+” (long term) or “F-1” (short term) if rated by Fitch
Ratings (“Fitch”); or (ii) the unsecured debt ratings of Party A are
withdrawn or reduced below “A+” (long term) or “A-1” (short term) by Standard
& Poor’s Rating Services (“S&P”); or (iii) (a) Party A has both
long and short term unsecured debt ratings from Moody’s Investors Service, Inc.
(“Moody’s”), and any such rating is withdrawn, reduced below (or put on
watch for downgrade at) “A1” (long term) or “P-1” (short term) or (b) Party A
has only a long-term unsecured debt rating from Moody’s and such rating is
withdrawn, reduced below (or put on watch for downgrade at) “Aa3” (any of the
above referenced withdrawals or reductions being herein referred to as a “Downgrade”);
then Party A shall promptly notify Party B by telephone (promptly confirmed in
writing), and Party B then shall notify the Rating Agencies.  Party A shall then, at its own expense, (in
consultation with Party B), within 30 days of the date of the Downgrade, enter
into a “Qualifying Substitute Arrangement” (as defined below) to assure
performance by Party A of its obligations under the Transactions.


 


“Qualifying Substitute
Arrangement” shall mean one of the following arrangements satisfactory to
Party B:  (i) providing an unconditional
guaranty to Party B covering all of the obligations under this Agreement and
all Transactions hereunder in which the guarantor satisfies the Counterparty
Ratings Requirement or procuring a Letter of Credit Transaction, in each case,
reasonably satisfactory to Party B and procuring a Ratings Reaffirmation or
(ii) procuring a Replacement Transaction which replaces all Transactions
outstanding under this Agreement with Transactions on identical terms and
procuring a Ratings Reaffirmation.


 


“Counterparty Ratings
Requirement” means with respect to any entity, that either such entity or
its Credit Support Provider, has (i) (a) a Moody’s long-term unsecured debt
rating of at least “Aa3”, and if a short-term rating has been provided, such
rating shall be at least “P-1”, and (ii) an S&P long-term unsecured debt
rating of at least “AA-”, and if a short term rating has been provided, such
rating shall be at least “A-1”; and, notwithstanding the foregoing, if such
entity or


 


2

















 


its Credit
Support Provider, has a Fitch long-term unsecured debt rating, such long-term
unsecured debt rating of at least “A+”, and if a short-term rating has been
provided, such rating shall be at least “F-1”.


 


“Ratings Reaffirmation”
means an affirmation of ratings from each Rating Agency that the Counterparty
(or proposed counterparty in the event of a proposed transfer or replacement of
Party A), with applicable credit enhancement, meets the Counterparty Ratings
Requirement.


 


“Replacement
Transaction” means a transaction, with terms satisfactory to Party B, with
a replacement counterparty meeting the Counterparty Rating Requirement who
shall assume, at no cost to Party B, Party A’s position under this Agreement
and all Transactions hereunder.


 


(n)                                 Discontinued Agency. 
If one of the foregoing credit rating agencies ceases to be in the
business of rating Debt Securities and such business is not continued by a
successor or assign of such agency (the “Discontinued Agency”), Party A and
Party B shall jointly (i) select a nationally-recognized credit rating agency
in substitution thereof and (ii) agree on the rating level issued by such
substitute agency that is equivalent to the ratings specified herein of the
Discontinued Agency, whereupon such substitute agency and equivalent rating
shall replace the Discontinued Agency and the rating level thereof for the
purposes of this Agreement. If at any time all of the agencies specified herein
with respect to a party have become Discontinued Agencies and Party A and Party
B have not previously agreed in good faith on at least one agency and
equivalent rating in substitution for each Discontinued Agency and the
applicable rating thereof, the Downgrade provisions of Part 1(m) shall cease to
apply to the parties.


 


Part 2


 


Tax
Representations


 


(a)                                  Payer Tax
Representation.  For the
purpose of Section 3(e) of this Agreement, Party A and Party B make the
following representation:


 


It is not required by applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section9(h) of this Agreement) to be made by it to
the other party under this Agreement. 
In making this representation, it may rely on:


 


(i)                                     the
accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement;


 


(ii)                                  the
satisfaction of the agreement of the other party contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii) of this Agreement; and


 


(iii)                               the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement;
except that it will not be a breach of this representation where reliance is
placed on clause (ii) above and the other party does not deliver a form or
document under Section 4(a)(iii) of this Agreement by reason of prejudice
to its legal or commercial position.


 


(b)                                 Payee Tax
Representations.  For the
purpose of Section 3(f) of this Agreement, Party A and Party B make the
representations specified below, if any:


 


3

















 


(i)                                     The following representation will apply
to Party A:


 


It is a corporation organized under the laws of the State of Delaware
and it is a “U.S. person” (as that term is used in
section 1.1441-4(a)(3)(ii) of United Sates Treasury Regulations) for
United States federal income tax purposes.


 


(ii)                                  Party B makes the following
representation:


 


It is a statutory trust organized under the laws of the State of
Delaware and is a “U.S. person” (as that term is used in
section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for
United States federal income tax purposes.


 


(c)                                  Modified Tax Provisions. 
Party B’s obligations under Section 2(d)(i) of this Agreement shall
be limited to complying with clauses (1), (2) and (3) thereof and Party B shall
not be obligated to pay any amount owing by it under clause (4).


 


Part 3


 


Agreement to
Deliver Documents


 


For the purpose of
Sections 4(a)(i) and (ii) of this Agreement, each Party agrees to deliver the
following documents, as applicable:


 


(a)  Tax forms, documents or certificates to be
delivered are:


 


Each party agrees
to complete (accurately and in a manner reasonably satisfactory to the other
party), execute, arrange for any required certification of, and deliver to the
other party or such government or taxing authority as the other party directs,
any form or document that may be required or reasonably requested in order to
allow the other party to make a payment under this Agreement without any
deduction or withholding for or on account of any Tax or with such deductions
or withholding at a reduced rate.


 


	
  Party
  Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by

  which to be

  delivered

  	
   

  	
  Covered by

  §(3)(d)

  Representation

  
	
  Party A & B

  	
   

  	
  IRS Form W-9

  	
   

  	
  Upon execution
  of the Agreement and thereafter, upon request of Party A.

  	
   

  	
  N/A

  



 


(b)  Other documents to be delivered are:


 


4

















 


	
  Party

  Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by

  which to be

  delivered

  	
   

  	
  Covered by

  §(3)(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  A copy of the
  most recent annual report of such party or its Credit Support Provider, as
  applicable, containing audited consolidated financial statements for such
  fiscal year certified by independent certified public accountants and
  prepared in accordance with generally accepted accounting principles (“GAAP”)
  in the party’s country of organization, or, in lieu thereof, a copy of such
  party’s most recent Form 10-K or Form 40-F, as applicable, as filed with the
  Securities and Exchange Commission.

  	
   

  	
  Upon request of
  the other party and within a reasonable time after public availability (or,
  if such party is not a public reporting entity, within a reasonable time of
  such request).

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  With respect to
  the first three quarters of its fiscal year, a copy of the unaudited
  consolidated financial statements of such party or of such Party’s Credit Support Provider, if applicable,
  for its most recent fiscal quarter prepared in accordance with GAAP on a
  basis consistent with that of the annual financial statements of such party,
  or, in lieu thereof, a copy of such party’s Form 10-Q or Form 6-K, as
  applicable, as filed with the Securities and Exchange Commission.

  	
   

  	
  Upon request of
  the other party and within a reasonable time after public availability (or,
  if such party is not a public reporting entity, within a reasonable time of
  such request).

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A & B

  	
   

  	
  Evidence,
  reasonably satisfactory in form and substance to the receiving party,
  concerning the due execution and delivery of this Agreement or such
  Confirmation.

  	
   

  	
  At or promptly
  following the execution and delivery of this Agreement and the execution and
  delivery of any Confirmation (if such Confirmation so requires).

  	
   

  	
  Yes

  



 


5

















 


	
  Party A & B

  	
   

  	
  Legal opinion in
  a form satisfactory to the other party.

  	
   

  	
  Upon execution
  of the Agreement.

  	
   

  	
  No

  



 


Part 4


 


Miscellaneous


 


(a)                                  Addresses for Notices. 
For the purpose of Section 12(a) of this Agreement: 

Address for notices or communications to Party A:


 


Address for notices or communications to Party A with respect to this
Agreement shall be given to it at the following address:


 


Swiss Re Financial Products Corporation


55 East 52nd Street


New York, New York  10055


Attention:  Head of Operations


Telephone: 212-317-5161


Facsimile: 212-317-5335


 


With a copy to:


 


Swiss Re Financial Products Corporation


55 East 52nd Street


New York, New York  10055


Attention:  Head of Legal


Telephone: 212-317-5032


Facsimile: 212-317-5474


 


Address for notices or communications to Party B:


 


Address:                                               GE Capital Credit Card Master Note Trust


 


c/o General Electric Capital Corporation, as Administrator


1600 Summer Street, 4th Floor


Stamford, CT 06927


 


Attention:                                         Manager
Finance - Securitization


 


Telephone:            203-585-6586


 


Facsimile:               203-585-6564


 


(b)                                 Process Agent.  For the purpose
of Section 13(c) of this Agreement:


 


Party A appoints as its Process Agent: 
Not applicable


 


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Party B appoints as its Process Agent: 
Not applicable


 


(c)                                  Offices.  The
provisions of Section 10(a) shall apply to this Agreement; provided,
however, that the first sentence of Section 10(a) is hereby amended by
deleting the words “except that a party will not have recourse to the head or
home office of the other party in respect of any payment or delivery deferred
pursuant to Section 5(d) for so long as the payment or delivery is so
deferred.”


 


(d)                                 Multibranch Party.  For the
purpose of Section 10(b), Party A is not a Multibranch Party.  Party B is not a Multibranch Party.


 


(e)                                  Calculation Agent.  The Calculation
Agent shall be Party A, unless Party A is a Defaulting Party in which case the
Calculation Agent will be Party B.


 


(f)                                    Credit Support Document. 
Details of any Credit Support Document: With respect to Party A, a
guaranty issued by Swiss Reinsurance Company in a form satisfactory to Party
B.  With respect to Party B, not
applicable.


 


(g)                                 Credit Support Provider.  Credit Support provider means with respect
to Party A, Swiss Reinsurance Company. 
With respect to Party B, not applicable.


 


(g)                                 Governing Law.  This
Agreement will be governed by and construed in accordance with the laws of the
State of New York without reference to choice of law doctrine.


 


(h)                                 Netting of Payments.  “Multiple
Transaction Payment Netting” will not apply for the purpose of Section 2(c)
of this Agreement, unless agreed to by the parties from time to time.


 


(i)                                     “Affiliate” will have the meaning
specified in Section 14 provided that Party B is deemed to have no
Affiliates.


 


(j)                                     Absence of Litigation. For the purpose of Section 3(c):—


 


“Specified Entity” means in relation to Party A:  Not applicable.


 


“Specified Entity” means in relation to Party B:  Not applicable.


 


7

















 


(k)                                  No Agency.  The
provisions of Section 3(g) will apply to this Agreement.


 


(l)                                     Additional Representation will apply. 
For the purpose of Section 3 of this Agreement, the following will
constitute an Additional Representation:—


 


(i)                                     Non-Reliance.  It is acting
for its own account, and it has made its own independent decisions to enter
into that Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisers as
it has deemed necessary.  It is not
relying on any communication (written or oral) or the other party as investment
advice or as a recommendation to enter into that Transaction, it being
understood that information and explanations related to the terms and
conditions of a Transaction will not be considered investment advice or a
recommendation to enter into that Transaction. 
No communication (written or oral) received from the other party will be
deemed to be an assurance or guarantee as to the expected results of that
Transaction.


 


(ii)                                  Assessment
and Understanding.  It is
capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction.  It is also capable of assuming, and assumes, the risks of that
Transaction.


 


(iii)                               Status of
Parties. The other party is not acting as a fiduciary for or an
adviser to it in respect of that Transaction.


 


(iv)                              Eligible
Contract Participant. It is an “eligible contract participant”
as defined in Section la(12) of the Commodity Exchange Act, as amended.


 


(m)                               Consent to Recording. 
Each party (i) consents to the recording of the telephone conversations
of trading and marketing personnel of the parties in connection with this
Agreement or any potential Transaction, (ii) agrees to obtain any necessary
consent of, and give notice of such recording to, such personnel and (iii)
agrees, to the extent permitted by applicable law, that recordings may be
submitted in evidence in any Proceedings.


 


Part 5


 


Other Provisions


 


(a)                                  Recourse and Ranking. 
The obligations of Party B under this Agreement, and under any
Transaction executed hereunder, are limited recourse obligations of Party B
payable solely from the Trust Estate. 
No recourse shall be had for the payment of any amount owing in respect
of any Transaction or any other obligation or claim arising out of or based
upon this Agreement against any member, employee, officer, director or agent of
Party B.  Any accrued obligations owing
by Party B under this Agreement and any Transaction shall be payable by Party B
solely to the extent that funds are available therefor from time to time in
accordance with the provisions of the Indenture; and, following realization of
the Trust Estate, any claims of Party A against Party B shall be extinguished.  Notwithstanding any provisions contained in
this Agreement to the contrary, Party B shall not be obligated to pay any
amount pursuant to this Agreement unless Party B has received funds which may
be used to make such payment and such payment is made in advance in accordance
with the Indenture.  Any amount which
Party B does not pay pursuant to the operation of the preceding sentence shall
not constitute a claim (as defined in §101 of the


 


8

















 


Bankruptcy Code) against or corporate obligation of Party B for any
such insufficiency unless and until such payment is permitted under such
preceding sentence.


 


(b)                                 Limitation of Defaults
and Termination.   Notwithstanding the terms of Sections 5 and
6 of this Agreement, Party A shall be entitled to designate an Early
Termination Date pursuant to Section 6 of this Agreement only as a result
of the occurrence of an Event of Default set forth in Section 5(a)(i) or
5(a)(vii)(4) with respect to Party B as the Defaulting Party or a Termination
Event set forth in Sections 5(b)(i) or 5(b)(iii) of this Agreement with respect
to Party A as the Affected Party.


 


(c)                                  No Bankruptcy Petition
Against the Company.  Party A hereby covenants and
agrees that, prior to the date which is one year and one day after all the
Notes (or any rated securities) issued by Party B have been paid in full it
will not institute against, or join any other Person in instituting against,
Party B any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.


 


(d)                                 Transfers. 
Notwithstanding Section 6 of the Agreement, no transfer by Party A
shall be effective unless Party A obtains Party B’s consent and a Ratings
Reaffirmation prior to such transfer. 
Party A consents to the pledge and assignment by Party B of its rights
hereunder and under any Transaction to the Indenture Trustee.


 


(e)                                  Amendment. 
No assignments, amendment, modification or waiver in respect of this
Agreement will be effective unless (i) it is in writing and executed by each of
the parties or confirmed by an exchange of telexes or facsimiles and (ii)
except as waived by the Rating Agencies, the Rating Agencies shall have advised
that such assignment or amendment will not result in a downgrade or withdrawal
of the then-current rating on the Notes.


 


(f)                                    Capitalized Terms. 
Capitalized terms used and not otherwise defined herein or in the
Agreement or the 2000 Definitions (hereinafter defined) shall have the meanings
assigned to them in the Master Indenture, dated as of September 25, 2003,
among Party B, as Issuer and Deutsche Bank Trust Company Americas, as Indenture
Trustee, as amended or supplemented from time to time (the  “Indenture”).


 


(g)                                 Confirmations. 
Notwithstanding anything to the contrary in this Agreement:


 


As soon as possible after entering into a Transaction hereunder, Party
B shall complete a Confirmation in substantially the form set forth as an
exhibit to the 2000 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. (a “Confirmation”) setting forth the terms
agreed by the parties and shall execute and send two copies of such
Confirmation to Party A.  Upon execution
and return of one copy of the Confirmation by Party A, the terms set forth in
the Confirmation shall supersede and replace the original agreement, and such
telephone agreement or electronic messages shall thereafter cease to be of any
legal force or effect. Failure of Party A to sign and return a Confirmation
shall not affect the validity or enforceability of the relevant
Transaction.  Notwithstanding any other
provision herein to the contrary, this Agreement shall only govern the three
Confirmations dated as of the date hereof.


 


(h)                                 Additional Tax Provisions. 
(i) The definition of “Indemnifiable Tax” in Section 14 of this
Agreement is modified by adding the following at the end thereof:


 


9

















 


(i)                               Notwithstanding
the foregoing, “Indemnifiable Tax” also means any Tax imposed in respect of a
payment under this Agreement by reason of a Change in Tax Law by a government
or taxing authority of a Relevant Jurisdiction of the party making such
payment, unless the other party is incorporated, organized, managed and
controlled or considered to have its seat in such jurisdiction, or is acting
for purposes of this Agreement through a branch or office located in such
jurisdiction.


 


(i)                                     Jurisdiction. 
Section 13(b) of this Agreement is hereby amended by: (i) deleting
the word “non-” in the second line of subparagraph (i)(2) thereof; (ii) adding
the words “except as necessary to pursue enforcement of the judgment of any
such court in other jurisdictions” to the last line of subparagraph (i)(2) thereof
and (iii), deleting paragraph (iii) thereof.


 


(j)                                     Definitions.  Reference is
hereby made to the 2000 ISDA Definitions (the “2000 Definitions”), as published
by the International Swaps and Derivatives Association, Inc. (“ISDA”), which
are hereby incorporated by reference herein and shall be deemed to be
incorporated in each Confirmation hereunder. Any terms used and not otherwise
defined herein which are contained in the 2000 Definitions shall have the
meaning set forth therein.


 


(k)                                  Waiver of Contractual
Right of Setoff.  Notwithstanding any provision of this
Agreement or any other existing or future agreement, each party irrevocably
waives any and all contractual rights it may have to set off, net, recoup or
otherwise withhold or suspend or condition payment or performance of any
obligation between the two parties hereunder against any obligations between
the two parties under any other agreements or otherwise.  The last sentence of the first paragraph of
Section 6(e) and the definition of “Set-off” in Section 14 of this
Agreement are deleted.


 


(l)                                     Waiver of Right to Trial by Jury. 
Each party irrevocably waives, to the fullest extent permitted by
applicable law, any right it may have to trial by jury of any claim, demand or
cause of action relating in any way to this Agreement or any Credit Support
Document, whether sounding in contract or tort or otherwise, and agrees that
either party may file a copy of this section with any court as evidence of
the waiver of its jury trial rights.


 


(m)                               Conditions Precedent.  Section 2(a)(iii)(1) of the Agreement
shall not apply to the obligations of Party A unless and Event of Default set
forth in Sections 5(a)(i) or 5(a)(vii)(4) with respect to Party B has occurred
and is continuing.


 


(n)                                 Amendment to Indenture.  Party B agrees that it shall not amend,
modify or waive any provisions in the Indenture without the consent of Party A
if such amendment, modification or waiver would have a material adverse effect
on Party A’s rights under this Agreement.


 


(o)                                 Limitation on Liability of Trustee.  Notwithstanding anything contained herein to
the contrary, 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 Party B, and in no event shall The Bank of New York (Delaware), in
its individual capacity, or any beneficial owner of Party B have any liability
for the representations, warranties, covenants, agreements or other obligations
of Party B hereunder, as to all of which recourse shall be had solely to the
Trust Estate.


 


(p)                                 Compliance with Part 1(m).  Party A hereby covenants and agrees that it
shall comply with the requirements set forth in Part 1(m) of this Agreement.


 


10

















 


(q)                                 Close Out
Amount.   For purposes of
determining the Close Out Amount (if any), Party A and Party B hereby agree
that it shall be deemed commercially reasonable to exclude any loss or cost
incurred in connection with terminating, liquidating or re-establishing any
hedge related to a Terminated Transaction or group of Terminated Transactions
(or any gain resulting therefrom). 
Accordingly, the penultimate full paragraph of the defintion of Close
Out Amount shall be deleted and the Close Out Amount (if any) shall be
determined as otherwise set forth under the remainder of the definition of
Close Out Amount.


 


11

















 


Please confirm your agreement to the terms of the foregoing
Schedule by signing below.


 


	
   

  	
  SWISS RE FINANCIAL PRODUCTS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  Spuler

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Robert Spuler

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CAPITAL CREDIT CARD MASTER

  NOTE TRUST

  
	
   

  	
   

  
	
   

  	
  By:  The Bank of New York (Delaware), not in its

  individual capacity, but solely as Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kristine K.
  Gullo

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Kristine K.
  Gullo

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Vice
  President

  
									



 


S-1