Exhibit 4.6


SCHEDULE


to the


2002


Master Agreement


dated as of March 29,
2007


between ABN AMRO BANK N.V.,


(“Party A”)


and


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


 a statutory trust organized under the laws of
the State of Delaware


(“Party B”)


Part 1


Termination
Provisions


The only Transaction that will be governed by the
terms of this Agreement will be the Class B 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 B Swap.


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


(d)                                 The
“Credit Support Default”
provision of Section 5(a)(iii) will not apply to Party B.


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


(f)                                    The
“Default Under Specified Transactions”
provision of Section 5(a)(v) will not apply to Party A and will not apply to
Party B.













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


“Specified Indebtedness” will have the meaning
specified in Section 14, provided that Specified Indebtedness shall not include
deposits received in the course of a party’s ordinary banking business.


“Threshold Amount” means, with respect to
Party A (or its Credit Support Provider), 3% of of its total
shareholders equity as specified from time to time in the most recent Annual
Report of ABN AMRO Holding N.V. containing consolidated financial statements,
prepared in accordance with accounting principles that are generally accepted
for institutions of its type in the jurisdiction of its organization and
certified by independent public accountants, or its equivalent in any other
currency.


(h)                                 The “Bankruptcy” provision of Section
5(a)(vii) will apply; provided that with respect to Party B the
provisions of Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable
as an Event of Default; clause (4) will not apply to Party B to the extent that
it refers to proceedings or petitions instituted or presented by Party A or any
of its Affiliates; clause(6) will not apply to Party B to the extent that it
refers to (i) any appointment that is contemplated or effected by the Indenture
(as defined herein) or (ii) any appointment that Party B has not become subject
to; clause (8) will not apply to Party B to the extent that it applies to
Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent that such
provisions are not disapplied with respect to Party B).


(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)                                  “Tax Event Upon Merger” does not apply to Party A but
does apply to Party B as Burdened Party. 
Section 6(b)(ii) will apply, provided that the words “or if a Tax Event
Upon Merger occurs and the Burdened Party is the Affected Party” shall be
deleted.


(l)                                     The
“Tax Event” provisions of Section
5(b)(iii) will apply, provided that the words “(x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the
date on which a Trasanction is entered into (regardless of whether such action
is taken or brought with respect to a party to this Agreement) or (y)” shall be
deleted.


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


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


(o)                                 Additional Termination Event  will
apply.  Each of the following shall
constitute an Additional Termination Event:


(i)
                                   S&P or Fitch Credit
Downgrade.  If at any time
(i) the unsecured debt rating of Party A, or its Credit Support Provider, is
withdrawn by or reduced below “A” (long term) or “F1” (short term) if Party A
is rated by Fitch Ratings (“Fitch”); or (ii) the unsecured debt ratings
of Party A, or its Credit Support Provider, are reduced below “A+” (long term)
or, if a short term rating is in effect for Party A, or its Credit Support 



 2
 









Provider,
below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”)
(any of the above referenced reductions in credit status from the reference
agencies 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, within 30 days of the date of the
Downgrade, subject to Part 5(r), enter into a “Qualifying Substitute
Arrangement” (as defined below) to assure performance by Party A of its
obligations under the Transactions.  If
Party A fails to enter into a Qualifying Substitute Arrangement pursuant to
this provision, it shall be an Additional Termination Event in which Party A is
the sole Affected Party;


In addition, if at any time the unsecured debt rating of Party A is
withdrawn or reduced below “BBB-” (long term) by S&P, 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, within 10 Business Days of the
date of the downgrade specified in this paragraph, subject to Part 5(r), in
addition to posting collateral pursuant to the Credit Support Annex, enter into
a “Qualifying Substitute Arrangement” (as defined below) to assure performance
by Party A of its obligations under the Transactions or otherwise satisfy the
Rating Agency Condition.  If Party A fails
to enter into a Qualifying Substitute Arrangement pursuant to this provision,
it shall be an Additional Termination Event in which Party A is the sole
Affected Party.


 “Credit Support” shall mean (i)
collateral posted pursuant to the Credit Support Annex or (ii) an unconditional
letter of credit, guaranty, surety bond or insurance policy providing for
prompt payment of the obligations of Party A and its successors under this
Agreement, as amended from time to time, and all Transactions hereunder for their
duration from a Credit Support Provider meeting the Counterparty Ratings
Requirements, that is valid, binding and enforceable in accordance with its
terms.  Notwithstanding the forgoing sentence, posting collateral pursuant the
Credit Support Annex shall not be sufficient “Credit Support” for Party A if at any time
the unsecured debt rating of Party A, or its Credit Support Provider, is
withdrawn or reduced below “BBB-” (long term) by S&P as set forth in the
immediately preceding paragraph.


“Counterparty Ratings Requirement” means with respect to any
entity, that either such entity or the Credit Support Provider, has (i) (a) a
Moody’s long-term unsecured debt rating or counterparty 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 or counterparty 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 its
Credit Support Provider, has a Fitch short-term unsecured debt rating, such
rating shall be at least “F1” and if such entity or its Credit Support Provider
has a Fitch long-term unsecured debt rating, such rating shall be at least “A”.


“Qualifying Substitute Arrangement” shall mean one of the
following arrangements satisfactory to Party B: 
(i) providing Credit Support to Party B and procure a Ratings
Reaffirmation or (ii) procuring a Replacement Transaction and a Ratings
Reaffirmation or (iii) satisfying any other remedy permitted by
the applicable Rating Agency and procure a Ratings Reaffirmation.


“Ratings Reaffirmation” means a written acknowledgement from
each applicable Rating Agency (with the exception of Moody’s who shall be
notified in writing on any Qualifying Substitute Arrangement), (i) the then
current rating of the Notes will not be reduced or withdrawn notwithstanding
the applicable Downgrade or applicable assignments, amendment, modification



 3
 









or waiver in respect of this Agreement, or
(ii) the rating of the Notes in effect prior to a Downgrade will be reinstated
to the rating in effect prior to the Downgrade.


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


(ii)                                  Moody’s First Rating Trigger Collateral.  Party A has failed to comply with or perform
any obligation to be complied with or performed by Party A in accordance with
the Credit Support Annex entered into between Party A and Party B in relation
to this Agreement and either (x) the Moody’s Second Rating Trigger Requirements
do not apply or (y) less than 30 Local Business Days have elapsed since the
last time the Moody’s Second Rating Trigger Requirements did not apply.


(iii)                               Moody’s
Second Rating Trigger Replacement.  (x) The Moody’s Second Rating Trigger
Requirements apply and 30 or more Local Business Days have elapsed since the
last time the Moody’s Second Rating Trigger Requirements did not apply and (y)
(i) at least one Eligible Replacement has made a Firm Offer (which remains
capable of becoming legally binding upon acceptance) to be the transferee of a
transfer to be made in accordance with Part 5(r) below and/or (ii) at least one
entity with the Moody’s First Trigger Required Ratings and/or the Moody’s
Second Trigger Required Ratings has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance by the offeree) to provide an Eligible
Guarantee in respect of all of Party A’s present and future obligations under
this Agreement.


“Eligible Guarantee” means an unconditional and
irrevocable guarantee that is provided by a guarantor as principal debtor
rather than surety and is directly enforceable by Party B, where either (A) a
law firm has given a legal opinion confirming that none of the guarantor’s
payments to Party B under such guarantee will be subject to withholding for Tax
or (B) such guarantee provides that, in the event that any of such guarantor’s
payments to Party B are subject to withholding for Tax, such guarantor is required
to pay such additional amount as is necessary to ensure that the net amount
actually received by Party B (free and clear of any withholding tax) will equal
the full amount Party B would have received had no such withholding been
required.


“Eligible Replacement” means an entity (A) with
the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger
Required Ratings or (B) whose present and future obligations owing to Party B
are guaranteed pursuant to an Eligible Guarantee provided by a guarantor with
the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger
Required Ratings.


“Firm Offer” means an offer which, when made,
was capable of becoming legally binding upon acceptance.


“Moody’s Short-term Rating” means a rating assigned
by Moody’s under its short-term rating scale in respect of an entity’s
short-term, unsecured and unsubordinated debt obligations.



 4
 









“Relevant Entities” means Party A and any
guarantor under an Eligible Guarantee in respect of all of Party A’s present
and future obligations under this Agreement.


(A)                              The “Moody’s First Rating Trigger
Requirements” shall apply so long as no Relevant Entity has the Moody’s First
Trigger Required Ratings.


An entity shall have the “Moody’s First Trigger
Required Ratings” (x) where such entity is the subject of a Moody’s
Short-term Rating, if such rating is “Prime-1” and its long-term, unsecured and
unsubordinated debt obligations are rated “A2” or above by Moody’s and (y)
where such entity is not the subject of a Moody’s Short-term Rating, if its
long-term, unsecured and unsubordinated debt obligations are rated “A1” or
above by Moody’s.


(B)                                So long as the
Moody’s First Rating Trigger Requirements apply, Party A will at its own cost
use commercially reasonable efforts to, as soon as reasonably practicable, (x)
procure an Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement to be provided by a guarantor with the Moody’s
First Trigger Required Ratings, (y) transfer to Party B the amount of
Eligible Collateral required under the Credit Support Annex or (y) transfer
this Agreement in accordance with Part 5(r) below.


(C)                                The “Moody’s Second Rating Trigger
Requirements” shall apply so long as no Relevant Entity has the Moody’s Second
Trigger Required Ratings.


An entity shall have the “Moody’s Second Trigger
Required Ratings” (x) where such entity is the subject of a Moody’s
Short-term Rating, if such rating is “Prime-2” or above and its long-term,
unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s
and (y) where such entity is not the subject of a Moody’s Short-term Rating, if
its long-term, unsecured and unsubordinated debt obligations are rated “A3” or
above by Moody’s.


(D)                               So
long as the Moody’s Second Rating Trigger Requirements apply, Party A will at
its own cost use commercially reasonable efforts to, as soon as reasonably
practicable, either (x) procure an Eligible Guarantee in respect of all of
Party A’s present and future obligations under this Agreement to be provided by
a guarantor with the Moody’s First Trigger Required Ratings and/or the Moody’s
Second Trigger Required Ratings or (y) transfer this Agreement in accordance
with Part 5(r) below, and in both the case of (x) and (y), transfer to Party B
the amount of Eligible Collateral required under the Credit Support Annex.


In the event of an Early
Termination Date in respect of a Party A Downgrade, a Moody’s First Rating
Trigger Replacement or a Moody’s Second Rating Trigger Replacement and the entering
into by Party B of alternative swap arrangements, Party A shall pay all
reasonable out-of-pocket expenses, including legal fees and stamp taxes,
relating to the entering into of such alternative swap arrangements.


(iv)                             Failure by
Party A to comply with or perform in all material respects any agreement or
undertaking to be complied with or performed by the Swap Provider in accordance
with the Indemnification and Disclosure Agreement dated as of March 29, 2007
between Party A and RFS Holding, L.L.C., with Party A as the sole Affected
Party.



 5
 









(p)                                 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 (“Discontinued Agency”) ratings shall not be
deemed withdrawn hereunder, and Party A and Party B shall use their best
efforts to 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)(i) shall cease to apply to the parties
until a substitute agency is agreed upon as described above.


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/or Party B make the representations specified below:


(i)                                     Party A makes the following representation when any
office other than an office located in the United States is party to the trade:


(a)                                  It is fully eligible for the benefits of the “Business
Profits” or “Industrial and Commercial Profits” provision, as the case may be,
the “Interest” provision and/or the “Other Income” provision (if any) of the
Specified Treaty with respect to any payment described in such provision and received
or to be received by it in connection



 6
 









with this Agreement and no such payment is
attributable to a trade or business carried on by it through a permanent
establishment in the Specified Jurisdiction.


If such representation applies, then:


“Specified Treaty”
means The Income Tax Convention between the United States of America and the
Netherlands.


“Specified Jurisdiction”
means the United States of America.


(b)                                 It is a “non-U.S. branch of a foreign 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


(ii)                                  Party A makes the following representations when an
office in the United States is a party to the transaction:


(a)                                  It is a “foreign person” (as that term is used in
section 1.6041-4(a)(4) of United States Treasury Regulations) for United States
federal income tax purposes.


(b)                                 Each payment received or to be received by it in
connection with this Agreement will be effectively connected with its conduct
of a trade or business in the United States.


(iii)                               Party B will makes the following representations:


(a)                                  It is fully eligible for the
benefits of the “Business Profits” or “Industrial and Commercial Profits”
provision, as the case may be, the “Interest” provision and/or the “Other
Income” provision (if any) of the Specified Treaty with respect to any payment
described in such provision and received or to be received by it in connection
with this Agreement and no such payment is attributable to a trade or business
carried on by it through a permanent establishment in the Specified
Jurisdiction.


If such
representation applies, then:


“Specified Treaty”
means The Income Tax Convention between the Netherlands and the United States
of America.


“Specified Jurisdiction”
means the Netherlands.


(b)                                 It
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 and an “Exempt recipient” within the meaning of section
1.6049-4(c)(1)(ii) of United States Treasury Regulations.


(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 that would otherwise be owing by it under
clause (4).  Notwithstanding the
definition of “Indemnifiable Tax” in Section 14 of this Agreement, in relation
to Payments by



 7
 









Party A, any Tax shall be an
Indemnifiable Tax and, in relation to payments by Party B, no Tax shall be an
Indemnifiable Tax.


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:


	
  Party
  Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by 

  which to be 

  delivered

  	
   

  	
  Covered by

  §(3)(d) Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  IRS Form W-8BEN and IRS Form W-8ECI (with respect to Party A) and
  Form W-9 (with respect to Party B)

  	
   

  	
  (i) Upon execution of the Agreement, (ii) every
  three years thereafter with respect to Form W-8BEN and Form W-8ECI, (iii)
  upon knowledge that such document is obsolete or inaccurate and (iv)
  thereafter, upon request of the other party.

  	
   

  	
  N/A

  



 



 8
 









(b)                                 Other
documents to be delivered are:


	
  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 (which shall be the Annual Report of ABN AMRO Holding N.V). 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
  20-F as filed by ABN AMRO Holding N.V with the Securities and Exchange
  Commission (if any such statement is produced).

  	
   

  	
  Upon request by Party B after publicly available.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  Incumbency certificate or other documents evidencing
  the authority of the party entering into this Agreement or any other document
  executed in connection with this Agreement.

  	
   

  	
  Concurrently with the execution of this Agreement or
  of any other documents executed in connection with this Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and
  Party B

  	
   

  	
  Legal opinion in a form satisfactory to the other
  party.

  	
   

  	
  Upon or promptly following 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:


ABN AMRO
Bank N.V., Chicago Branch


Global Documentation Unit


540 W. Madison Street,
22nd Floor



 9
 









Chicago, IL   60661


Attention:                                 Treasury
Documentation


Telephone:                            312-904-5214


Fax:                   312-904-0392


With a copy to the Office through which Party A
is acting for the purposes of the relevant Transactions:


ABN AMRO
Bank N.V., Amsterdam Head Office


P.O. Box 283


1000 AE  Amsterdam


The Netherlands


	
  Attention:

  	
  Operations Derivatives Markets

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Forex Options

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  31-20-6292654

  	
   

  	
   

  
	
  Telefax:

  	
  31-20-6284832

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Swaps

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  31-20-6284448

  	
   

  	
   

  
	
  Telefax:

  	
  31-20-6281679

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Related Products

  	
   

  	
   

  
	
  Telephone:

  	
  31-20-3831226

  	
   

  	
   

  
	
  Telefax:

  	
  31-20-6282462

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Credit Derivatives

  	
   

  	
   

  
	
  Telephone:

  	
  31-20-3831230

  	
   

  	
   

  
	
  Telefax:

  	
  31-20-3832299

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telex:

  	
  16021   Answerback: ABAM NL

  
	
  Electronic Messaging
  System Details: Swift ABNA NL 2A

  	
   

  	
   

  



 


ABN AMRO Bank N.V., Chicago Branch


540 West Madison Avenue, Suite 2132


Chicago, IL 
60661


Attention:Treasury Operations


Telefax:  312-855-5852


Telephone:  312-992-5816


Electronic Messaging
System Details:  ABNA US 33a XXX


ABN AMRO Bank N.V., London Branch


199 Bishopsgate,


London EC2M 3XW,


United Kingdom


	
  Attention:

  	
  Fixed Income Derivatives Documentation

  
	
  Telex:

  	
  887366 Answerback: ABNALN G

  
	
  Telefax:

  	
  44 20 7857 9428

  
	
  Telephone:

  	
  44 20 7678 3311

  



 


Electronic Messaging
System Details: Swift ABNA GB 2L



 10
 









(For all purposes).


Address for notices or communications to Party B:


	
  Address:

  	
   

  	
  GE Capital Credit Card Master Note Trust

  
	
   

  	
   

  	
  c/o General Electric Capital Corporation, as
  Administrator

  
	
   

  	
   

  	
  777 Long Ridge Road, Building B

  
	
   

  	
   

  	
  Stamford, CT 06927

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Manager Operations - Securitization

  
	
  Telephone:

  	
   

  	
  203-585-6838

  
	
  Facsimile:

  	
   

  	
  203-585-6564

  



 


Address for notices or communications to Fitch:


Fitch Ratings


Attn:  Cynthia Ullrich


1 State Street Plaza 32
FL


New York, NY 10004


cynthia.ullrich@fitchratings.com


cc:  surveillance-abs-consumer@fitchratings.com


Fax:212-514-9879


Telephone:212-908-0609


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


Party A appoints as its Process Agent: Not applicable.


Party B appoints as its Process Agent: 
Not applicable.


(c)                                  Offices.  The provisions of Section 10(a) shall apply
to this Agreement.


(d)                                 Multibranch
Party.  For the purpose of
Section 10(b), Party A is a Multibranch Party and may act through its
Amsterdam, Chicago and London Office. 
Party B is not a Multibranch Party.


(e)                                  Calculation
Agent.  The Calculation
Agent shall be Party A.


(f)                                    Credit Support Document.  Details of any Credit Support Document:


Party A:                            The Credit Support Annex,
annexed hereto and any Eligible Guarantee, if any.


Party B:                              Not applicable.


(g)                                 Credit
Support Provider.


Credit Support
Provider means in relation to Party A: 
Any guarantor under the Eligible Guarantee, if any.


Credit Support
Provider means in relation to Party B: 
Not applicable.



 11
 









(h)                                 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.


(i)                                     Netting of Payments.  “Multiple Transaction Payment Netting” will
not apply for the purpose of Section 2(c) of this Agreement to all Transactions
(in each case starting from the date of this Agreement).


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


(k)                                  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.


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


(m)                               Additional Representations 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.



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(n)                                 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 solely the obligations of Party B.  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 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 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 Party B.  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 under the Indenture 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.  Nothing herein shall prevent Party A from
participating in any such proceeding once commenced by a Person other than Party A or any Affiliates of Party A.


(d)                                 Transfers.  Party
A consents to the pledge and assignment by Party B of its rights hereunder and
under any Transaction to the Indenture Trustee.


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


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



 13
 









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.


(f)                                    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, unless otherwise specified in a Confirmation. Any terms used and not
otherwise defined herein which are contained in the 2000 Definitions shall have
the meaning set forth therein. 
Capitalized terms used and not otherwise defined herein or in the
Agreement or the 2000 Definitions shall have the meanings assigned to them in
the Indenture, dated as of September 25, 2003, among Party B, as Issuer, and
Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by
the Series 2007-2 Indenture Supplement, dated as of the date hereof, as amended
or supplemented from time to time (collectively, the “Indenture”).


(g)                                 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.


(h)                                 Waiver of Contractual Right of Setoff.  Without affecting the provisions of this
Agreement requiring the calculation of certain net payment or closeout amounts,
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, 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.


(i)                               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.


(j)                                     Conditions Precedent.  Section 2(a)(iii)(1) of the Agreement shall
not apply to the obligations of Party A unless an 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.


(k)                                  Amendment to Indenture.  Party B agrees that it shall not amend,
modify or waive any provisions in the Indenture (or the Servicing Agreement)
without the consent of Party A if such amendment, modification or waiver would
materially adversely affect the value of any Transactions to Party A or any of
Party A’s rights or obligations under this Agreement or any Transaction, modify
the obligations of Party B under this Agreement or any Transaction, or impair
the ability of Party B to fully perform any of Party B’s obligations, under
this Agreement or any Transaction.


(l)                                     Method of Notice. 
Section 12(a)(ii) of this Agreement is deleted in its entirety.


(m)                               Limitation on Liability of Trustee.  It is expressly understood and agreed by the
parties hereto that (a) this Agreement is executed and delivered by The Bank of
New York (Delaware), not individually or personally but solely as trustee of GE
Capital Credit Card Master Note Trust (the



 14
 









“Trust”), in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, under­takings and agreements
herein made on the part of the Trust is made and intended not as personal
representations, undertakings and agree­ments by The Bank of New York
(Delaware) but is made and intended for the purpose of binding only the Trust,
(c) nothing herein contained shall be construed as creating any liability on
The Bank of New York (Delaware), individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto and (d) under no circumstances shall
The Bank of New York (Delaware) be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Master Agreement or any other related documents.


(n)                                 Payment and Consent Notices.  Party B shall provide Party A with copies of
all notices given under the Indenture (i) pertaining to payment(s) that relate
to or mention Party A and/or (ii) concerning matters requiring the consent of
Party A.  Additionally, upon request,
Party B shall provide Party A with any other notices which could be requested
by the holders of any Note.


(o)                                 Part 1(o).  Party A acknowledges the various provisions
set forth in Part 1(o) hereof in connection with a Downgrade (as set forth
therein).  Party A agrees to act in good
faith and in a commercially reasonable manner in this regard.


(p)                                 Notice.  Party B agrees to provide notice to S&P
of any transfers or amendments to this Agreement.  This Agreement shall not be amended, no Early
Termination Date shall be effectively designated by Party B, and no transfer of
any rights or obligations under this Agreement shall be made (other than a
transfer of all of Party A’s rights and obligations pursuant to Part 5(r) below
unless Moody’s has been given prior written notice of such amendment,
designation or transfer.


(q)                                 Rating Agency Condition.  No transfers, assignments, amendment,
modification or waiver in respect of this Agreement will be effective unless,
in addition to meeting the requirements otherwise set forth herein, a Ratings
Reaffirmation has been obtained.


(r)                                    Transfers.


(i)                                     Section 7 of
this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) and
Part 5(r)(ii) below, Party A may not transfer (whether by way of security or
otherwise) any interest or obligation in or under this Agreement without the
prior written consent of Party B.


(ii)                                  Subject to Part
5(q) above, Party A may (at its own cost) transfer all or substantially all of
its rights and obligations with respect to this Agreement to any other entity
(a “Transferee”) that is an Eligible Replacement, provided that Party B shall
determine in its sole discretion, acting in a commercially reasonable manner,
whether or not a transfer relates to all or substantially all of Party A’s
rights and obligations under this Agreement. 
Following such transfer, all references to Party A shall be deemed to be
references to the Transferee.


(iii)                               If an entity
has made a Firm Offer (which remains capable of becoming legally binding upon
acceptance) to be the transferee of a transfer to be made in accordance with
(ii) above, Party B shall (at Party A’s cost) at Party A’s written request,
take any reasonable steps required to be taken by it to effect such transfer.



 15
 









(s)                                  (i)                                     The definition of “Close-Out Amount” shall be deleted in its entirety and
replaced with the following, with respect to any Early Termination Date
resulting from an Event of Default or Additional Termination Event in which
Party A is the Defaulting Party or sole Affected party:


“”Close-Out
Amount” means an amount (as determined by Party B) equal to the
Termination Currency Equivalent of the amount (whether positive or negative) of
any Eligible Firm Offer for the relevant Terminated Transaction or group of
Terminated Transactions that is accepted by Party B so as to become legally
binding, Provided that:


(1)                                  If, on the day falling ten Local Business Days
after the day on which the Early Termination Date is designated or such later
day as Party B may specify in writing to Party A (but in either case no later
than the Early Termination Date) (such day the “Latest Settlement Amount Determination Day”), no Eligible Firm
Offer for the relevant Terminated Transaction or group of Terminated
Transactions has been accepted by Party B so as to become legally binding and
one or more Eligible Firm Offers have been made and remain capable of becoming
legally binding upon acceptance, the Close-Out Amount shall equal the
Termination Currency Equivalent of the amount (whether positive or negative) of
the lowest of such Eligible Firm Offers; and


(2)                                  If, on the Latest Settlement Amount
Determination Day, no Eligible Firm Offer for the relevant Terminated
Transaction or group of Terminated Transactions is accepted by Party B so as to
become legally binding and no Eligible Firm Offers have been made and remain
capable of becoming legally binding upon acceptance, the Close-Out Amount shall
equal Party B’s Loss (as defined in the 1992 ISDA Master Agreement) (whether
positive or negative and without reference to any Unpaid amounts) for the
relevant Terminated Transaction or group of Terminated Transactions.”


(ii)                                  “Eligible
Firm Offer” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by a leading dealer in the
relevant market selected by Party B (a “Reference
Market-maker”) that satisfies the Counterparty Ratings Requirement,
(2) for an amount that would be paid to Party B (expressed as a negative
number) or by Party B (expressed as a positive number) in consideration of an
agreement between Party B and such Reference Market-maker to enter into a
Replacement Transaction that would have the effect of preserving for such party
the economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transactions or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that Date, (3) made on the basis that Unpaid Amounts in respect
of the Terminated Transaction or group of Transactions are to be excluded but,
without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to be
included and (4) made in respect of a Replacement Transaction with terms
substantially the same as those of this Agreement (save for the exclusion of
provisions relating to Transactions that are not Terminated Transactions).



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


	
  

  	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Frederick
  P. Engler

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Frederick P. Engler

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Regional Manager Documentation

  
	
   

  	
   

  	
   

  	
   

  	
  North America

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christopher Fain

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Christopher Fain

  
	
   

  	
   

  	
   

  	
  Title:

  	
  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/ JoAnn C. DiOssi

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  JoAnn C. DiOssi

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 



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