Exhibit 4.1


Execution
Copy


GE CAPITAL CREDIT CARD
MASTER NOTE TRUST,


as Issuer


And


DEUTSCHE BANK TRUST
COMPANY AMERICAS,


as Indenture Trustee


Series 2007-1 INDENTURE
SUPPLEMENT


Dated as of March 29, 2007
















 


TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
   

  	
  Definitions

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.2.

  	
   

  	
  Incorporation of Terms

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  CREATION
  OF THE SERIES 2007-1 NOTES

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
   

  	
  Designation

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
   

  	
  Representations,
  Warranties and Covenants with respect to Net Swap Receipts

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
   

  	
  Representations,
  Warranties and Covenants with respect to Receivables

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
   

  	
  Representations,
  Warranties and Covenants with respect to ERISA

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  RIGHTS
  OF SERIES 2007-1 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
   

  	
  Determination of
  Interest and Principal

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
   

  	
  Establishment of
  Accounts

  	
   

  	
  19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
   

  	
  Calculations and Series
  Allocations

  	
   

  	
  20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.4.

  	
   

  	
  Application of
  Available Finance Charge Collections and Available Principal Collections

  	
   

  	
  22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.5.

  	
   

  	
  Distributions

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.6.

  	
   

  	
  Investor Charge-Offs

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.7.

  	
   

  	
  Reallocated Principal
  Collections

  	
   

  	
  27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.8.

  	
   

  	
  Excess Finance Charge
  Collections

  	
   

  	
  27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.9.

  	
   

  	
  Shared Principal
  Collections

  	
   

  	
  27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
   

  	
  Reserve Account

  	
   

  	
  27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
   

  	
  Spread Account

  	
   

  	
  28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
   

  	
  Investment of Accounts

  	
   

  	
  29

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
   

  	
  Controlled Accumulation
  Period

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.14.

  	
   

  	
  Determination of LIBOR

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.15.

  	
   

  	
  Swaps

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.16.

  	
   

  	
  Deposit of Collections

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  ARTICLE V

  	
   

  	
  DELIVERY
  OF SERIES 2007-1 NOTES; REPORTS TO SERIES 2007-1 NOTEHOLDERS

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
   

  	
  Delivery and Payment
  for the Series 2007-1 Notes

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
   

  	
  Reports and Statements
  to Series 2007-1 Noteholders

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  SERIES
  2007-1 EARLY AMORTIZATION EVENTS

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
   

  	
  Series
  2007-1 Early Amortization Events

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  REDEMPTION
  OF SERIES 2007-1 NOTES; FINAL DISTRIBUTIONS; 

  SERIES TERMINATION

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
   

  	
  Optional Redemption of Series
  2007-1 Notes; Final Distributions

  	
   

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.2.

  	
   

  	
  Series Termination

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
   

  	
  Ratification of
  Indenture; Amendments

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
   

  	
  Form of Delivery of the
  Series 2007-1 Notes

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.3.

  	
   

  	
  Counterparts

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.4.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.5.

  	
   

  	
  Limitation of Liability

  	
   

  	
  37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.6.

  	
   

  	
  Rights of the Indenture
  Trustee

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.7.

  	
   

  	
  Notice Address for
  Rating Agencies

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  FASIT
  MATTERS

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
   

  	
  FASIT Administration

  	
   

  	
  38

  	
   

  



 


EXHIBITS


	
  EXHIBIT A-1

  	
  FORM OF CLASS A NOTE

  
	
  EXHIBIT A-2

  	
  FORM OF CLASS B NOTE

  
	
  EXHIBIT A-3

  	
  FORM OF CLASS C NOTE

  
	
  EXHIBIT B

  	
  FORM OF MONTHLY NOTEHOLDER’S STATEMENT

  
	
  EXHIBIT C-1

  	
  FORM OF CLASS A SWAP

  
	
   EXHIBIT C-2

  	
  FORM OF CLASS C SWAP

  



 



 ii
 









 


SCHEDULES 


	
  SCHEDULE I

  	
  PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
  (WITH RESPECT TO NET
  SWAP RECEIPTS)

  
	
  SCHEDULE II

  	
  PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS
  (WITH RESPECT TO RECEIVABLES)

  



 



 iii















SERIES 2007-1 INDENTURE SUPPLEMENT, dated as of March
29, 2007 (the “Indenture Supplement”),
between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, not in its individual capacity, but
solely as indenture trustee (herein, together with its successors in the trusts
thereunder as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture,
dated as of September 25, 2003 (the “Indenture”),
between the Issuer and the Indenture Trustee, as amended by the Omnibus
Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among
RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company
Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture
Trustee, as further amended by the Second Amendment to Master Indenture, dated
as of June 17, 2004 between the Issuer and the Indenture Trustee, and as
further amended by the Third Amendment to Master Indenture, dated as of August
31, 2006 between the Issuer and the Indenture Trustee (the Indenture, together
with this Indenture Supplement, the “Agreement”).


The Principal Terms of this Series are set forth in
this Indenture Supplement to the Indenture.


ARTICLE I

DEFINITIONS


SECTION 1.1.  Definitions.


(a)           Capitalized terms used and not
otherwise defined herein are used as defined in Section
1.1 of the Indenture. This Indenture Supplement shall be interpreted
in accordance with the conventions set forth in Section
1.2 of the Indenture.


(b)           Each capitalized term defined herein
relates only to Series 2007-1 and to no other Series.  Whenever used in this Indenture Supplement,
the following words and phrases shall have the following meanings:


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


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


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


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













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


“Agreement” is
defined in the preamble.


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


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


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


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


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


“Available Finance Charge
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Finance Charge Collections for such Monthly Period, (b)
the Series 2007-1 Excess Finance Charge Collections for such Monthly Period,
(c) Principal Accumulation Investment Proceeds, if any, with respect to the
related Transfer Date, (d) interest and earnings 



 2
 









on funds on deposit in
the Reserve Account which will be deposited into the Finance Charge Account on
the related Payment Date to be treated as Available Finance Charge Collections
pursuant to Section 4.10(a), (e)
amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Finance Charge Account on the related Transfer Date to be
treated as Available Finance Charge Collections pursuant to Section 4.10(c), and (f) any Net Swap
Receipts for the related Transfer Date.


“Available Principal
Collections” means, for any Monthly Period, an amount equal to the
sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal
Collections with respect to such Monthly Period which pursuant to Section 4.7 are required to be applied
on the related Payment Date, plus (c) the sum of (i) any Shared
Principal Collections with respect to other Principal Sharing Series (including
any amounts on deposit in the Excess Funding Account that are allocated to
Series 2007-1 for application as Shared Principal Collections), (ii) the
aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi), (vii) and
(x), and (iii) during an Early Amortization
Event, the amount of Available Finance Charge Collections used to pay principal
on the Notes pursuant to Section 4.4(a)(xiv)
for the related Payment Date.


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


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


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


“Base Rate”
means, for any Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is equal to the sum of (a) the Net Interest
Obligation, (b) the amount required to be paid pursuant to Section 4.4(a)(i)
and (c) the Noteholder Servicing Fee, each with respect to the related Payment
Date, and the denominator of which is the Collateral 



 3
 









Amount plus amounts on
deposit in the Principal Accumulation Account, each as of the close of business
on the last day of such Monthly Period.


“Benefit Plan” means
(i) an “employee benefit plan” as defined in Section 3(3) of ERISA, which is
subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the
Code, (iii) an entity whose underlying assets include plan assets by reason of
investment by an employee benefit plan or plans in such entity, or (iv) a
governmental plan subject to applicable law that is substantially similar to
the fiduciary responsibility provisions of ERISA or Section 4975 of the Code.


“Business Day” means any day that is not a
Saturday, a Sunday or a day on which banks are required or permitted to be
closed in the State of New York or the State of Connecticut.


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


 “Class A Counterparty” means Bank of Montreal
or the counterparty under any interest rate swap with respect to the Class A
Notes obtained pursuant to Section 4.15.


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


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


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


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


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


“Class A Note Initial
Principal Balance” means $1,007,500,000.


“Class A Note Interest
Rate” means a per annum rate equal to LIBOR as determined on the
LIBOR Determination Date for the applicable Interest Period.


“Class A Note Principal
Balance” means, on any date of determination, an amount equal to (a)
the Class A Note Initial Principal Balance, minus
(b) the aggregate amount of principal payments made to the Class A Noteholders
on or prior to such date.



 4
 









“Class A Noteholder”
means the Person in whose name a Class A Note is registered in the Note
Register.


“Class A Notes”
means any one of the Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.


“Class A Regular Interest” is defined in Section
9.1(b).


“Class A Required Amount”
means, for any Payment Date, an amount equal to the excess of the amounts
described in Sections 4.4(a)(i), (ii)
and (iii) over Available Finance Charge
Collections applied to pay such amount pursuant to Section
4.4(a).


“Class A Senior Swap Payments” means Class A
Net Swap Payments and Senior Termination Payments payable to the Class A
Counterparty pursuant to the Class A Swap.


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


“Class A Swap Rate”
means 4.8735% per annum.


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


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


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


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


“Class B Note Initial
Principal Balance” means $114,700,000.


“Class B Note Interest
Rate” means 4.95% per annum.


“Class B Note Principal
Balance” means, on any date of determination, an amount equal to (a)
the Class B Note Initial Principal Balance, minus
(b) the aggregate amount of principal payments made to the Class B Noteholders
on or prior to such date.


“Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note
Register.


“Class B Notes”
means any one of the Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.


“Class B Regular Interest” is defined in Section
9.1(b).



 5
 









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


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


“Class C Counterparty”
means Bank of Montreal or the counterparty under any interest rate swap with
respect to the Class C Notes obtained pursuant to Section
4.15.


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


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


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


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


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


“Class C Note Initial
Principal Balance” means $80,600,000.


“Class C Note Interest
Rate” means a per annum rate of 0.27% in excess of LIBOR as
determined on the LIBOR Determination Date for the applicable Interest Period.


“Class C Note Principal
Balance” means, on any date of determination, an amount equal to (a)
the Class C Note Initial Principal Balance, minus
(b) the aggregate amount of principal payments made to the Class C Noteholders
on or prior to such date.


“Class C Noteholder”
means the Person in whose name a Class C Note is registered in the Note
Register.


“Class C Notes”
means any one of the Notes executed by the Issuer and authenticated by or on
behalf of the Indenture Trustee, substantially in the form of Exhibit A-3.


“Class C Regular Interest” is defined in Section
9.1(b).



 6
 









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


“Class C Senior Swap Payments” means Class C
Net Swap Payments and Senior Termination Payments payable to the Class C
Counterparty pursuant to the Class C Swap.


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


“Class C Swap Rate”
means 4.8735% per annum.


“Closing Date”
means March 29, 2007.


“Code”
means the Internal Revenue Code of 1986, as amended.


“Collateral Amount”
means, as of any date of determination, an amount equal to the excess of (a)
the Initial Collateral Amount, over (b)
the sum of (i) the amount of principal previously paid to the Series 2007-1
Noteholders (other than any principal payments made from funds on deposit in
the Spread Account), (ii) reductions in the Excess Collateral Amount due to
reductions in the Required Excess Collateral Amount, (iii) the Principal
Accumulation Account Balance, and (iv) the excess, if any, of the aggregate
amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts
pursuant to Section 4.4(a)(vii) prior
to such date.


“Controlled Accumulation
Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, $120,280,000; provided,
however, that if the Controlled
Accumulation Period Length is determined to be less than or more than ten
months pursuant to Section 4.13, the
Controlled Accumulation Amount for each Payment Date with respect to the
Controlled Accumulation Period will be equal to (i) the initial Note Principal
Balance divided by (ii) the Controlled
Accumulation Period Length; provided, further, that the Controlled Accumulation
Amount for any Payment Date shall not exceed the Note Principal Balance minus
any amount already on deposit in the Principal Accumulation Account on such Payment
Date.


“Controlled Accumulation
Period” means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing at the opening of business on
April 22, 2009 or such other date as is determined in accordance with Section 4.13 and ending on the first to occur
of (a) the commencement of the Early Amortization Period and (b) the Final
Payment Date.


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


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


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



 7
 









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


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


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


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


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


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


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


“Dilution”
means any downward adjustment made by Servicer in the amount of any Transferred
Receivable (a) because of a rebate, refund or billing error to an
accountholder, (b) because such Transferred Receivable was created in respect
of merchandise which was refused or returned by an accountholder or (c) for any
other reason other than receiving Collections therefor or charging off such
amount as uncollectible.



 8
 









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


“Early Amortization
Period” means the period commencing on the date on which a Trust
Early Amortization Event or a Series 2007-1 Early Amortization Event is deemed
to occur and ending on the Final Payment Date.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


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


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


“Expected Principal
Payment Date” means the March 2010 Payment Date.


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


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


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


“Finance Charge Shortfall”
is defined in Section 4.8.


“Group One”
means Series 2007-1 and each other outstanding Series previously or hereafter
specified in the related Indenture Supplement to be included in Group One.


“Indenture” is
defined in the preamble.


“Indenture Trustee”
is defined in the preamble.


“Initial Collateral
Amount” means $1,240,000,000, which equals the sum of (i) the Class
A Note Initial Principal Balance, (ii) the Class B Note Initial Principal
Balance, (iii) the Class C Note Initial Principal Balance and (iv) the Initial
Excess Collateral Amount.


“Initial Excess
Collateral Amount” means $37,200,000.


“Interest Period”
means, for any Payment Date, the period from and including the Payment Date
immediately preceding such Payment Date (or, in the case of the first Payment
Date, from and including the Closing Date) to but excluding such Payment Date.


“Investment Earnings”
means, for any Payment Date, all interest and earnings on Permitted Investments
included in the Spread Account (net of losses and investment expenses) 



 9
 









during the period
commencing on and including the Payment Date immediately preceding such Payment
Date and ending on but excluding such Payment Date.


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


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


“Investor Finance Charge Collections”
means, for any Monthly Period, an amount equal to the aggregate amount of
Finance Charge Collections retained or deposited in the Finance Charge Account
for Series 2007-1 pursuant to Section 4.3(b)(i)
for such Monthly Period.


“Investor Principal
Collections” means, for any Monthly Period, an amount equal to the
aggregate amount of Principal Collections retained or deposited in the
Principal Account for Series 2007-1 pursuant to Section
4.3(b)(ii) for such Monthly Period.


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


“Issuer” is
defined in the preamble.


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


“LIBOR Determination Date”
means (i) March 27, 2007 for the period from and including the Closing Date
through and including May 14, 2007 and (ii) the second London Business Day
prior to the commencement of the second and each subsequent Interest Period.


“London Business Day”
means any day on which dealings in deposits in United States dollars are
transacted in the London interbank market.


“Minimum Free Equity
Percentage” means, for purposes of Series 2007-1, 4%; provided that,
at any time that GE Capital’s long-term unsecured debt is rated Aa2 or lower by
Moody’s or AA or lower by S&P, the Minimum Free Equity Percentage shall be
7.0%.


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


“Monthly Period”
means, as to the May 2007 Payment Date, the period beginning on the Closing
Date and ending on April 21, 2007, and as to each Payment Date thereafter, the
period 



 10
 









beginning on the 22nd day of the second preceding calendar month and
ending on the 21st day of the immediately preceding calendar
month.


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


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


(a)           the lesser of (i) the Class A
Required Amount and (ii) $232,500,000 minus
the sum of (x) the amount of unreimbursed Investor Charge-Offs (after giving
effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date) and (y) any
reductions to the Collateral Amount on account of reductions to the Required
Excess Collateral Amount, but not less than zero;


(b)           the lesser of (i) the Class B
Required Amount and (ii) $117,800,000 minus
the sum of (x) the amount of unreimbursed Investor Charge-Offs (after giving
effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date and as
required in clause (a) above) and (y)
any reductions to the Collateral Amount on account of reductions to the
Required Excess Collateral Amount, but not less than zero; and


(c)           the lesser of (i) the Class C
Required Amount and (ii) $37,200,000 minus
the sum of (x) the amount of unreimbursed Investor Charge-Offs after giving
effect to Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date and as
required in clauses (a) and (b) above) and (y) any reduction to the
Collateral Amount on account of reductions to the Required Excess Collateral
Amount, but not less than zero.


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


“Net Swap Payments”
means, for any Payment Date, collectively, the Class A Net Swap Payment and the
Class C Net Swap Payment for such Payment Date.


“Net Swap Receipts”
means, for any Payment Date, collectively, the Class A Net Swap Receipt and the
Class C Net Swap Receipt for such Payment Date.


“Note Principal Balance”
means, on any date of determination, an amount equal to the sum of the Class A
Note Principal Balance, the Class B Note Principal Balance and the Class C Note
Principal Balance.


“Noteholder Servicing Fee”
means, for any Transfer Date, an amount equal to one-twelfth of the product of
(a) the Series Servicing Fee Percentage and (b) the Collateral Amount as of the
last day of the Monthly Period preceding such Transfer Date; provided, however,
that with respect to the first Transfer Date, the Noteholder Servicing Fee
shall be calculated based on 



 11
 









the Collateral Amount as
of the Closing Date and shall be prorated for the number of days in the first
Monthly Period.


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


“Payment Date”
means May 15, 2007 and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.


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


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


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


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


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


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


“Principal Shortfall”
is defined in Section 4.9.


“Qualifying Substitute Arrangement” means, with
respect to the Class A Notes, Class B Notes or Class C Notes, as applicable,
any interest rate swap agreement that shall have satisfied the Rating Agency
Condition or any other hedging arrangement or alternative arrangement that
shall have satisfied the Rating Agency Condition in the event of the
termination of any Class A Swap, Class B Swap or Class C Swap.


“Quarterly Excess Spread
Percentage” means (a) with respect to the May 2007 Payment Date, the
Excess Spread Percentage for the Monthly Period relating to such Payment Date,
(b) with respect to the June 2007 Payment Date, the percentage equivalent of a
fraction the numerator of which is the sum of (i) the Excess Spread Percentage
for the Monthly Period relating to the May 2007 Payment Date and (ii) the
Excess Spread Percentage for the Monthly Period 



 12
 









relating to the June 2007
Payment Date and the denominator of which is two, and (c) with respect to the
July 2007 Payment Date and each Payment Date thereafter, the percentage
equivalent of a fraction the numerator of which is the sum of the Excess Spread
Percentages determined with respect to the Monthly Periods relating to such
Payment Date and the immediately preceding two Payment Dates and the
denominator of which is three.


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


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


“Redemption Amount”
means, for any Transfer Date, after giving effect to any deposits and payments
otherwise to be made on the related Payment Date, the sum of (i) the Note
Principal Balance on the related Payment Date, (ii) Monthly Interest for the
related Payment Date and any Monthly Interest previously due but not
distributed to the Series 2007-1 Noteholders, (iii) the amount of Additional
Interest, if any, for the related Payment Date and any Additional Interest
previously due but not distributed to the Series 2007-1 Noteholders on a prior
Payment Date and (iv) any amounts owing to any Counterparty pursuant to the
terms of the Class A Swap, Class B Swap or Class C Swap.


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


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


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


“Required Excess Collateral Amount” means, at
any time, 3.00% of the Collateral Amount; provided that:


(a)           except as provided
in clause (c), the Required Excess
Collateral Amount shall never be less than 3.00% of the Initial Collateral
Amount;


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


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


“Required Reserve Account
Amount” means, for any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance or (b)
any other amount designated by the Issuer; provided,  however,
that if such designation is of a lesser amount, the Issuer shall (i) provide
the Indenture Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Indenture Trustee a certificate 



 13
 









of an Authorized Officer
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Issuer, such designation will not cause an Early
Amortization Event or an event that, after the giving of notice or the lapse of
time, would cause an Early Amortization Event to occur with respect to Series
2007-1.


“Required Spread Account
Amount” means, for any Payment Date, the product of (i) the Spread Account
Percentage in effect on such date and (ii) during (x) the Revolving Period, the
Collateral Amount, and (y) during the Controlled Accumulation Period or the
Early Amortization Period, the Collateral Amount as of the last day of the
Revolving Period; provided that, prior to the occurrence of an Event of
Default and acceleration of the Series 2007-1 Notes the Required Spread Account
Amount will never exceed the Class C Note Principal Balance (after taking into
account any payments to be made on such Payment Date).


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


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


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


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


“Reset Date” means:


(a)           each Addition Date;


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


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


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


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



 14















 


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


“Senior Termination Payments” means any
termination payments payable by the Issuer arising as a result of the early
termination of the Class A Swap or the Class C Swap, as applicable, due to (i)
a Tax Event or Illegality or (ii) any other Event of Default or Termination
Event, unless, in the case of this clause (ii), the applicable
Counterparty (as defined in this Indenture Supplement) is the Defaulting Party
or sole Affected Party (unless otherwise indicated, terms used in the foregoing
clauses (i) and (ii) shall have the respective meanings given to
such terms in the Class A Swap, the Class B Swap or the Class C Swap, as the
context requires).


“Series Accounts” means, collectively, the
Finance Charge Account, the Principal Account, the Principal Accumulation
Account, the Distribution Account, the Reserve Account, the Spread Account and
the Swap Collateral Account (if any).


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


“Series Maturity Date”
means, with respect to Series 2007-1, the March 2013 Payment Date.


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


“Series 2007-1”
means the Series of Notes the terms of which are specified in this Indenture
Supplement.


“Series 2007-1 Early
Amortization Event” is defined in Section 6.1.


“Series 2007-1
Excess Finance Charge Collections” means Excess Finance Charge Collections
allocated from other Series in Group One to Series 2007-1 pursuant to Section
8.6 of the Indenture.


“Series 2007-1 Note”
means a Class A Note, a Class B Note or a Class C Note.


“Series 2007-1 Noteholder”
means a Class A Noteholder, a Class B Noteholder or a Class C Noteholder.


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



 15
 









 


“Spread Account
Deficiency” means the excess, if any, of the Required Spread Account
Amount over the Available Spread Account Amount.


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


“Subordinated Termination Payments” means any
termination payments other than Senior Termination Payments payable by the
Issuer arising as a result of the early termination of the Class A Swap or the
Class C Swap, as applicable.


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


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


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


“Trust” is
defined in the preamble.


SECTION 1.2.  Incorporation
of Terms.  The terms of the Indenture
are incorporated in this Supplement as if set forth in full herein. As
supplemented by this Supplement, the Indenture is in all respects ratified and
confirmed and both together shall be read, taken and construed as one and the
same agreement. If the terms of this Supplement and the terms of the Indenture
conflict, the terms of this Supplement shall control with respect to the Series
2007-1.


ARTICLE II

CREATION OF THE SERIES 2007-1 NOTES


SECTION 2.1.  Designation.


(a)           There is hereby created and
designated a Series of Notes to be issued pursuant to the Indenture and this
Indenture Supplement to be known as “GE Capital
Credit Card Master Note Trust, Series 2007-1” or the “Series 2007-1 Notes.”  The Series 2007-1 Notes shall be issued in
three Classes, known as the “Class A Series 2007-1
Floating Rate Asset Backed Notes,” the “Class
B Series 2007-1 4.95% Asset Backed Notes,” and the “Class C Series 2007-1 Floating Rate Asset Backed Notes.”



 16
 









 


(b)           Series 2007-1 shall be included in
Group One and shall be a Principal Sharing Series.  Series 2007-1 shall be an Excess Allocation
Series with respect to Group One only. 
Series 2007-1 shall not be subordinated to any other Series.


(c)           The Series 2007-1 Notes shall be
issued in minimum denominations of $100,000 and in integral multiples of
$1,000.


ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS


SECTION 3.1.  Representations,
Warranties and Covenants with respect to Net Swap Receipts.  The parties hereto agree that the
representations, warranties and covenants set forth in Schedule I shall be a part of this Indenture
Supplement for all purposes.


SECTION 3.2.  Representations,
Warranties and Covenants with respect to Receivables.   The parties hereto agree that the
representations, warranties and covenants set forth in Schedule II shall
be a part of this Indenture Supplement for all purposes.


SECTION 3.3.  Representations,
Warranties and Covenants with respect to ERISA.  By acquiring a Series 2007-1 Note, each
purchaser and transferee shall be deemed to represent and warrant that either
(i) it is not (and for so long as it holds such Series 2007-1 Note will not
be), is not acting on behalf of (and for so long as it holds such Series 2007-1
Note) will not be acting on behalf of), and is not investing the assets of a
Benefit Plan or (ii) its acquisition, continued holding and disposition of such
Series 2007-1 Note will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code or a violation of any
substantially similar applicable law.


ARTICLE IV

RIGHTS OF SERIES 2007-1 NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS


SECTION 4.1.  Determination
of Interest and Principal.


(a)           The amount of monthly interest (“Class A Monthly Interest”) due and payable
with respect to the Class A Notes on any Payment Date shall be an amount equal
to the product of (i) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360,
(ii) the Class A Note Interest Rate and (iii) the Class A Note Principal
Balance as of the close of business on the last day of the preceding Monthly
Period (or, with respect to the initial Payment Date, the Class A Note Initial
Principal Balance).


With respect to each Payment Date, the Issuer shall
determine the excess, if any (the “Class A
Deficiency Amount”), of (x) the aggregate amount of Class A Monthly
Interest payable pursuant to this Section 4.1(a) as of the prior Payment
Date over (y) the amount of Class A
Monthly Interest actually paid on such Payment Date.  If the Class A Deficiency Amount for any
Payment Date is greater than zero, on each subsequent Payment Date until such
Class A Deficiency Amount is fully paid, an additional amount (“Class A Additional Interest”) equal to the
product of (i) a fraction, the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360, (ii) the
Class A Note Interest Rate plus 2% 



 17
 









 


per annum and (iii) such
Class A Deficiency Amount (or the portion thereof which has not been paid to
the Class A Noteholders) shall be payable as provided herein with respect to
the Class A Notes.  Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable
or distributed to the Class A Noteholders only to the extent permitted by
applicable law.


(b)           The amount of monthly interest (“Class B Monthly Interest”) due and payable
with respect to the Class B Notes on any Payment Date shall be an amount equal
to the product of (i) a fraction, the numerator of which is 30 and the
denominator of which is 360, (ii) the Class B Note Interest Rate in effect with
respect to the related Interest Period and (iii) the Class B Note Principal Balance
as of the close of business on the last day of the preceding Monthly Period
(or, with respect to the initial Payment Date, the Class B Note Initial
Principal Balance); provided that the Class B Monthly Interest for the May 2007
Payment Date shall be $725, 477.50.


With respect to each Payment Date, the Issuer shall
determine the excess, if any (the “Class B
Deficiency Amount”), of (x) the aggregate amount of Class B Monthly
Interest payable pursuant to this Section 4.1(b) as of the prior Payment
Date over (y) the amount of Class B
Monthly Interest actually paid on such Payment Date.  If the Class B Deficiency Amount for any
Payment Date is greater than zero, on each subsequent Payment Date until such
Class B Deficiency Amount is fully paid, an additional amount (“Class B Additional Interest”) equal to the
product of (i) a fraction, the numerator of which is 30 and the denominator of
which is 360, (ii) the Class B Note Interest Rate in effect with respect to the
related Interest Period plus 2% per
annum and (iii) such Class B Deficiency Amount (or the portion thereof which
has not been paid to the Class B Noteholders) shall be payable as provided
herein with respect to the Class B Notes. 
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to the Class B Noteholders only to the extent
permitted by applicable law.


(c)           The amount of monthly interest (“Class C Monthly Interest”) due and payable
with respect to the Class C Notes on any Payment Date shall be an amount equal
to the product of (i) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360,
(ii) the Class C Interest Rate in effect with respect to the related Interest
Period and (iii) the Class C Note Principal Balance as of the close of business
on the last day of the preceding Monthly Period (or, with respect to the
initial Payment Date, the Class C Note Initial Principal Balance).


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



 18
 









 


(d)           The amount of monthly principal to be
transferred from the Principal Account with respect to the Notes on each
Payment Date (the “Monthly Principal”),
beginning with the Payment Date in the Monthly Period following the Monthly
Period in which the Controlled Accumulation Period or, if earlier, the Early
Amortization Period, begins, shall be equal to the least of (i) the Available
Principal Collections on deposit in the Principal Account with respect to the
related Monthly Period, (ii) for each Payment Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such Payment
Date, (iii) the Collateral Amount (after taking into account any adjustments to
be made on such Payment Date pursuant to Sections
4.6 and 4.7) prior to any
deposit into the Principal Accumulation Account on such Payment Date, and (iv)
the Note Principal Balance, minus any amount already on deposit in the
Principal Accumulation Account on such Payment Date.


SECTION 4.2.  Establishment
of Accounts.


(a)           As of the Closing Date, the Issuer
covenants to have established and shall thereafter maintain the Finance Charge
Account, the Principal Account, the Principal Accumulation Account, the
Distribution Account, the Reserve Account and the Spread Account, each of which
shall be an Eligible Deposit Account.  In
the event that any Counterparty is required to post collateral pursuant to the
Class A Swap or Class C Swap, the Issuer shall establish a Swap Collateral
Account, which shall be an Eligible Deposit Account.


(b)           If the depositary institution wishes
to resign as depositary of any of the Series Accounts for any reason or fails
to carry out the instructions of the Issuer for any reason, then the Issuer
shall promptly notify the Indenture Trustee on behalf of the Noteholders.


(c)           On or before the Closing Date, the
Issuer shall enter into a depositary agreement to govern the Series Accounts
pursuant to which such accounts are continuously identified in the depositary
institution’s books and records as subject to a security interest in favor of
the Indenture Trustee on behalf of the Noteholders and, except as may be
expressly provided herein to the contrary, in order to perfect the security
interest of the Indenture Trustee on behalf of the Noteholders under the UCC,
the Indenture Trustee on behalf of the Noteholders shall have the power to
direct disposition of the funds in the Series Accounts without further consent
by the Issuer; provided  however, that prior to the delivery by
the Indenture Trustee on behalf of the Noteholders of notice otherwise, the
Issuer shall have the right to direct the disposition of funds in the Series
Accounts; provided  further that the Indenture Trustee on behalf
of the Noteholders agrees that it will not deliver such notice or exercise its
power to direct disposition of the funds in the Series Accounts unless an Event
of Default has occurred and is continuing.


(d)           The Issuer shall not close any of the
Series Accounts unless it shall have (i) received the prior consent of the
Indenture Trustee on behalf of the Noteholders, (ii) established a new Eligible
Deposit Account with the depositary institution or with a new depositary institution
satisfactory to the Indenture Trustee on behalf of the Noteholders, (iii)
entered into a depositary agreement to govern such new account(s) with such new
depositary institution which agreement is satisfactory in all respects to the
Indenture Trustee on behalf of the Noteholders (whereupon such new account(s)
shall become the applicable Series Account(s) for all purposes of this
Indenture Supplement), and (iv) taken all such action as the Indenture Trustee
on behalf of the Noteholders shall reasonably require to grant and perfect a
first priority security interest in such account(s) under this Indenture
Supplement.



 19
 









 


SECTION 4.3.  Calculations
and Series Allocations.


(a)           Allocations.  Finance Charge Collections, Principal
Collections and Charged-Off Receivables allocated to Series 2007-1 pursuant to Article VIII of the Indenture shall be
allocated and distributed as set forth in this Article.  Notwithstanding anything to the contrary in Section
4.3(b), during any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single
monthly deposit to the Collection Account, amounts allocated to the Noteholders
pursuant to Section 4.3(b) with respect
to any Monthly Period need not be deposited into the Collection Account or any
Series Account prior to the related Payment Date, and, when so deposited, (x)
may be deposited net of any amounts required to be distributed to Transferor
and, if the Originator is Servicer, any amounts owed to the Servicer, and (y)
shall be deposited into the Finance Charge Account (in the case of Collections
of Finance Charge Receivables) and the Principal Account (in the case of
Collections of Principal Receivables (not including any Shared Principal
Collections allocated to Series 2007-1 pursuant to Section 8.5
of the Indenture)).


(b)           Allocations to the Series 2007-1
Noteholders.  The Issuer shall on
each Date of Processing, allocate to the Series 2007-1 Noteholders the
following amounts as set forth below:


(i)            Allocations
of Finance Charge Collections. 
The Issuer shall allocate to the Series 2007-1 Noteholders an amount
equal to the product of (A) the Allocation Percentage and (B) the aggregate
Finance Charge Collections processed on such Date of Processing and, subject to
Section 4.16, shall deposit such amount into the Finance Charge Account;
provided that, with respect to each
Monthly Period falling in the Revolving Period (and with respect to that
portion of each Monthly Period in the Controlled Accumulation Period falling on
or after the day on which Collections of Principal Receivables equal to the
related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii)  and deposited pursuant to Section 4.3(a)), Collections of Finance
Charge Receivables shall be transferred into the Finance Charge Account only
until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to
the Indenture Trustee, the Trustee and the Administrator on the related Payment
Date, (B) the Net Interest Obligation on the related Payment Date, (C) if the
Originator is not the Servicer, the Noteholder Servicing Fee (and if the
Originator is the Servicer, then the Issuer covenants to pay directly to the
Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would
have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any
amount required to be deposited in the Reserve Account and the Spread Account
on the related Transfer Date; provided  further, that, notwithstanding the preceding
proviso, if on any Business Day the Issuer determines that the Target Amount
for a Monthly Period exceeds the Target Amount for that Monthly Period as
previously calculated by Issuer, then (x) Issuer shall (on the same Business
Day) inform Transferor of such determination, and (y) within two Business Days
thereafter cause Transferor to deposit into the Finance Charge Account funds in
an amount equal to the amount of Collections of Finance Charge Receivables
allocated to the Noteholders for that Monthly Period but not deposited into the
Finance Charge Account due to the operation of the preceding proviso 



 20
 









 


(but not in excess of the
amount required so that the aggregate amount deposited for the subject Monthly
Period equals the Target Amount);  and
provided, further,
if on any Transfer Date the Free Equity Amount is less than the Minimum Free
Equity Amount after giving effect to all transfers and deposits on that
Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to
deposit into the Principal Account funds in an amount equal to the amounts of
Available Finance Charge Collections that are required to be treated as
Available Principal Collections pursuant to Section 4.4(a)(vi)
and (vii) but are not available from
funds in the Finance Charge Account as a result of the operation of the second
preceding proviso.


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


(ii)           Allocations
of Principal Collections.  The
Issuer shall allocate to the Series 2007-1 Noteholders the following amounts as
set forth below:


(x)            Allocations During the
Revolving Period.


(1)           During the Revolving Period an amount
equal to the product of the Allocation Percentage and the aggregate amount of
Principal Collections processed on such Date of Processing, shall be allocated
to the Series 2007-1 Noteholders and first, if any other Principal Sharing
Series is outstanding and in its accumulation period or amortization period,
retained in the Principal Account for application, to the extent necessary, as
Shared Principal Collections to other Principal Sharing Series on the related
Payment Date, second deposited in the Excess Funding Account to the extent
necessary so that the Free Equity Amount is not less than the Minimum Free
Equity Amount and third paid to the holders of the Transferor Interest.


(2)           With respect to each Monthly Period
falling in the Revolving Period, to the extent that Collections of Principal
Receivables allocated to the Series 2007-1 Noteholders pursuant to this Section 4.3(b)(ii) are paid to Transferor,
the Issuer shall cause Transferor to make an amount equal to the Reallocated
Principal Collections for the related Transfer Date 



 21
 









 


available on that Transfer
Date for application in accordance with Section 
4.7.


(y)           Allocations
During the Controlled Accumulation Period.  During the Controlled Accumulation Period an
amount equal to the product of  the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing (the product for any such date is
hereinafter referred to as a “Percentage
Allocation”) shall be allocated to the Series 2007-1 Noteholders and
transferred to the Principal Account until applied as provided herein; provided, however, that
if the sum of such Percentage Allocation and all preceding Percentage
Allocations with respect to the same Monthly Period exceeds the Controlled
Deposit Amount during the Controlled Accumulation Period for the related Payment
Date, then such excess shall not be treated as a Percentage Allocation and
shall be first, if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, retained in the Principal Account
for application, to the extent necessary, as Shared Principal Collections to
other Principal Sharing Series on the related Payment Date, second deposited in
the Excess Funding Account to the extent necessary so that the Free Equity
Amount is not less than the Minimum Free Equity Amount and third paid to the
holders of the Transferor Interest.


(z)            Allocations
During the Early Amortization Period.  During the Early Amortization Period, an
amount equal to the product of  the
Allocation Percentage and the aggregate amount of Principal Collections
processed on such Date of Processing shall be allocated to the 2007-1
Noteholders and transferred to the Principal Account until applied as provided
herein; provided, however, that after the date on which an
amount of such Principal Collections equal to the Note Principal Balance has
been deposited into the Principal Account such amount shall be first, if any
other Principal Sharing Series is outstanding and in its accumulation period or
amortization period, retained in the Principal Account for application, to the
extent necessary, as Shared Principal Collections to other Principal Sharing
Series on the related Payment Date, second deposited in the Excess Funding
Account to the extent necessary so that the Free Equity Amount is not less than
the Minimum Free Equity Amount and third paid to the holders of the Transferor
Interest.


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



 22
 









 


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


(i)            to pay, on a pari passu basis, the
following amounts, to the extent allocated to Series 2007-1 pursuant to Section
8.4(d) of the Indenture: (A) the payment to the Indenture Trustee of the
accrued and unpaid fees and other amounts owed to the Indenture Trustee up to a
maximum amount of $25,000 for each calendar year, (B) the payment to the
Trustee of the accrued and unpaid fees and other amounts owed to the Trustee up
to a maximum amount of $25,000 for each calendar year and (C) the payment to
the Administrator of the accrued and unpaid fees and other amounts owed to the
Administrator up to a maximum amount of $25,000 for each calendar year;


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


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


(iv)          an
amount equal to Class B Monthly Interest for such Payment Date, plus any Class B Deficiency Amount, plus the amount of any Class B Additional
Interest for such Payment Date, plus
the amount of any Class B Additional Interest previously due but not paid to
Class B Noteholders on a prior Payment Date, shall be deposited into the
Distribution Account;


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


(vi)          (A) first, an amount equal to
the Investor Default Amount for such Payment Date shall be treated as a portion
of Available Principal Collections for such Payment Date and (B) second,
an amount equal to any Investor Uncovered Dilution Amount for such Payment Date
shall be treated as a portion of Available Principal 



 23
 









 


Collections for such
Payment Date, and any amounts treated as Available Principal Collections
pursuant to subclause (A) or (B) of this clause (vi) during the Controlled
Accumulation Period or the Early Amortization Period, shall be deposited into
the Principal Account on the related Payment Date;


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


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


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


(x)            without duplication of the amount
specified in clause (vi)(B) of this Section 4.4(a), an amount
equal to the Series Allocation Percentage (calculated by excluding all
outstanding Series of Notes issued on any date prior to September 22, 2004 and
any Series of Notes excluded from this calculation pursuant to the terms of the
Indenture Supplement for such Series) of the excess, if any, of the Minimum
Free Equity Amount over the Free Equity Amount, shall be treated as a portion
of Available Principal Collections for such Payment Date and, during the
Controlled Accumulation Period or the Early Amortization Period, deposited into
the Principal Account on the related Payment Date;


(xi)           an amount equal to any Subordinated
Termination Payments owing to the Class A Counterparty and any other amounts
owing to the Class A Counterparty under the Class A Swap shall be paid to the
Class A Counterparty;


(xii)          an amount equal to any Subordinated
Termination Payments owing to the Class C Counterparty and any other amounts
owing to the Class C Counterparty under the Class C Swap shall be paid to the
Class C Counterparty;


(xiii)         unless an Early Amortization Event
shall have occurred and be continuing, on a pari passu basis any amounts owed
to such Persons listed in clause (i) above that have been allocated to
Series 2007-1 pursuant to Section 8.4(d) of the Indenture and that have
not been paid pursuant to clause (i) above shall be paid to such
Persons; and


(xiv)        the balance, if any, will constitute a
portion of Excess Finance Charge Collections for such Payment Date and will be
applied in accordance with Section 8.6 of the Indenture; provided
that during an Early Amortization Period, if any such Excess Finance Charge
Collections would be paid to the Transferor in accordance with



 24
 









 


Section 8.6
of the Indenture, the portion of such Excess Finance Charge Collections that
would otherwise be payable to the Transferor, first shall be used to pay
Monthly Principal pursuant to Section 4.4(c) to the extent not paid in
full from Available Principal Collections (calculated without regard to amounts
available to be treated as Available Principal Collections pursuant to this clause
(xiv)), second, shall be used to pay on a pari passu basis any
amounts owed to such Persons listed in clause (i) above that have been
allocated to Series 2007-1 pursuant to Section 8.4(d) of the Indenture
and that have not been paid pursuant to clauses (i) and (xiii)
above, and, third, any amounts remaining after payment in full of the
Monthly Principal and amounts owed to such Persons listed in clause (i)
above shall be paid to the Issuer in respect of the Ownership Interest.


(b)           On each Transfer Date with respect to
the Revolving Period, an amount equal to the Available Principal Collections
for the related Monthly Period shall be treated as Shared Principal Collections
and applied in accordance with Section 8.5
of the Indenture.


(c)           On each Transfer Date or Payment
Date, as applicable, with respect to the Controlled Accumulation Period or the
Early Amortization Period, an amount equal to the Available Principal
Collections for the related Monthly Period shall be paid or deposited in the
following order of priority:


(i)            during the Controlled Accumulation
Period, an amount equal to the Monthly Principal for each Transfer Date shall
be deposited into the Principal Accumulation Account on the related Payment
Date;


(ii)           during the Early Amortization Period,
an amount equal to the Monthly Principal for each Transfer Date shall be
deposited into the Distribution Account on the related Payment Date and on such
Payment Date shall be paid, first to the Class A Noteholders on the
related Payment Date until the Class A Note Principal Balance has been paid in
full; second to the Class B Noteholders until the Class B Note Principal
Balance has been paid in full; and third to the Class C Noteholders
until the Class C Note Principal Balance has been paid in full; and


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


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



 25
 









 


the amount deposited into the Distribution Account
pursuant to Section 4.4(a)(v) on such Payment Date.


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


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


SECTION 4.5.  Distributions.


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


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


(c)           On each Payment Date, the Issuer
shall pay to each Class C Noteholder of record on the related Record Date such
Class C Noteholder’s pro  rata share of the amounts on deposit in
the Distribution Account (including amounts withdrawn from the Spread Account
(at the times and in the amounts specified in Section 4.11)) that are
allocated and available on such Payment Date and as are payable to the Class C
Noteholders pursuant to this Indenture Supplement.


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


(e)           All payments to Noteholders hereunder
shall be made by (i) check mailed to each Series 2007-1 Noteholder (at such
Noteholder’s address as it appears in the Note Register), except that for any
Series 2007-1 Notes registered in the name of the nominee of a Clearing Agency,
such payment shall be made by wire transfer of immediately available funds and
(ii) except as provided in Section 2.7(b) of the Indenture, without
presentation or surrender of any Series 2007-1 Note or the making of any
notation thereon.


SECTION 4.6.  Investor
Charge-Offs.  On each Determination
Date, the Issuer shall calculate the Investor Default Amount and any Investor
Uncovered Dilution Amount for the preceding Monthly Period.  If, on any Transfer Date, the sum of the
Investor Default Amount and any Investor Uncovered Dilution Amount for the
preceding Monthly Period exceeds the 



 26
 









 


amount of Available Finance Charge Collections allocated with respect
thereto pursuant to Section 4.4(a)(vi)
with respect to such Transfer Date, the Collateral Amount will be reduced (but
not below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).


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


SECTION 4.8.  Excess
Finance Charge Collections.  Series
2007-1 shall be an Excess Allocation Series with respect to Group One
only.  Subject to Section 8.6 of the Indenture, Excess
Finance Charge Collections with respect to the Excess Allocation Series in
Group One for any Transfer Date will be allocated to Series 2007-1 in an amount
equal to the product of (x) the aggregate amount of Excess Finance Charge Collections
with respect to all the Excess Allocation Series in Group One for such Payment
Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall
for Series 2007-1 for such Payment Date and the denominator of which is the
aggregate amount of Finance Charge Shortfalls for all the Excess Allocation
Series in Group One for such Payment Date. 
The “Finance Charge Shortfall”
for Series 2007-1 for any Payment Date will be equal to the excess, if any, of
(a) the full amount required to be paid, without duplication, pursuant to Sections 4.4(a)(i) through (xiii) on such Payment Date over (b) the Available Finance Charge
Collections with respect to such Payment Date (excluding any portion thereof
attributable to Excess Finance Charge Collections).


SECTION 4.9.  Shared
Principal Collections.  Subject to Section 8.5 of the Indenture, Shared
Principal Collections allocable to Series 2007-1 on any Transfer Date will be
equal to the product of (x) the aggregate amount of Shared Principal
Collections with respect to all Principal Sharing Series for such Transfer Date
and (y) a fraction, the numerator of which is the Principal Shortfall for
Series 2007-1 for such Transfer Date and the denominator of which is the
aggregate amount of Principal Shortfalls for all the Series which are Principal
Sharing Series for such Transfer Date. 
The “Principal Shortfall” for
Series 2007-1 will be equal to (a) for any Transfer Date with respect to the
Revolving Period or any Transfer Date during the Early Amortization Period
prior to the Transfer Date relating to the earlier of (i) the Expected
Principal Payment Date and (ii) the date on which all outstanding Series are in
early amortization periods, zero, (b) for any Transfer Date with respect to the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit
Amount with respect to such Transfer Date over
the amount of Available Principal Collections for such Transfer Date (excluding
any portion thereof attributable to Shared Principal Collections or amounts
available to be treated as Available Principal Collections pursuant to clause
(xiv) of Section 4.4(a)) and (c) for any Transfer Date relating to
any Payment Date on or after the earlier of (i) the Expected Principal Payment
Date and (ii) the date on which all outstanding Series are in early
amortization periods, the Note Principal Balance.


SECTION 4.10.  Reserve
Account.


(a)           On each Transfer Date, all interest
and earnings (net of losses and investment expenses) accrued since the
preceding Transfer Date on funds on deposit in the Reserve Account shall be
retained in the Reserve Account (to the extent that the Available Reserve
Account 



 27
 









 


Amount is less than the Required Reserve Account
Amount) and any remaining interest and earnings (net of losses and investment
expenses) shall be deposited into the Finance Charge Account and included in
Available Finance Charge Collections for the related Monthly Period.  For purposes of determining the availability
of funds or the balance in the Reserve Account for any reason under this
Indenture Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.


(b)           On or before each Transfer Date with
respect to the Controlled Accumulation Period and on or before the first
Transfer Date with respect to the Early Amortization Period, the Issuer shall
calculate the Reserve Draw Amount; provided,
however, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in
the Reserve Account under Section 4.4(a)(viii)  on the following Payment Date.


(c)           If for any Transfer Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Issuer and deposited into the Finance Charge Account for
application as Available Finance Charge Collections on the following Payment
Date.


(d)           If the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than zero, the
Indenture Trustee, acting in accordance with the written instructions of the
Issuer, shall withdraw from the Reserve Account an amount equal to such Reserve
Account Surplus and distribute any such amounts to the holders of the
Transferor Interest.


(e)           Upon the earliest to occur of (i) the
termination of the Trust pursuant to Article VIII
of the Trust Agreement, (ii) the first Transfer Date relating to the Early
Amortization Period and (iii) the Expected Principal Payment Date for the Class
C Notes, the Issuer, after the prior payment of all amounts owing to the Series
2007-1 Noteholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account all amounts, if any, on deposit
in the Reserve Account and distribute any such amounts to the holders of the
Transferor Interest.  The Reserve Account
shall thereafter be deemed to have terminated for purposes of this Indenture
Supplement.


SECTION 4.11.  Spread
Account.


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


(b)           Unless an Early Amortization Event
occurs, the Issuer will withdraw from the Spread Account and deposit in the
Collection Account for payment to the Class C Noteholders on the Expected
Principal Payment Date for the Class C Notes an amount equal to the lesser of:



 28















 


(i) the amount on deposit in the Spread Account after
application of any amounts set forth in clause (a) above and (ii) the Class C
Note Principal Balance.


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


(d)           On any day following the occurrence
of an Event of Default with respect to Series 2007-1 that has resulted in the
acceleration of the Series 2007-1 Notes, the Issuer shall withdraw from the
Spread Account the Available Spread Account Amount and deposit such amount in
the Distribution Account for payment to the Series 2007-1 Notes in the
following order of priority until all amounts owed to such Noteholders have
been paid in full: (i) the Class C Noteholders, (ii) the Class A Noteholders
and (iii) the Class B Noteholders.


(e)           If on any Payment Date, after giving
effect to all withdrawals from the Spread Account, the Available Spread Account
Amount is less than the Required Spread Account Amount then in effect,
Available Finance Charge Collections shall be deposited into the Spread Account
pursuant to Section 4.4(a)(ix) up to
the amount of the Spread Account Deficiency.


(f)            If, after giving effect to all
deposits to and withdrawals from the Spread Account with respect to any Payment
Date, the amount on deposit in the Spread Account exceeds the Required Spread
Account Amount, the Issuer shall withdraw an amount equal to such excess from
the Spread Account and distribute such amount to the Transferor.  On the date on which the Class C Note
Principal Balance has been paid in full, after making any payments to the
Noteholders required pursuant to Sections 4.11(a),
(b), (c) and (d), the Issuer shall withdraw from the
Spread Account all amounts then remaining in the Spread Account and pay such
amounts to the holders of the Transferor Interest.


SECTION 4.12.  Investment
of Accounts.  (a)  To the extent there are uninvested amounts
deposited in the Series Accounts, the Issuer shall cause such amounts to be
invested in Permitted Investments selected by the Issuer that mature no later
than the immediately preceding Transfer Date.


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


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


(d)           On each Transfer Date (but subject to
Section 4.11(a)), the Investment
Earnings, if any, credited since the preceding Transfer Date on funds on
deposit in the Spread Account shall be retained in the Spread Account (to the
extent that the Available Spread Account Amount



 29
 









 


is less than the Required Spread Account Amount) and
the balance, if any, shall be paid to the holders of the Transferor
Interest.  For purposes of determining
the availability of funds or the balance in the Spread Account for any reason
under this Indenture Supplement (subject to Section
4.11(a)), all Investment Earnings shall be deemed not to be
available or on deposit; provided that
after the maturity of the Series 2007-1 Notes has been accelerated as a result
of an Event of Default, all Investment Earnings shall be added to the balance
on deposit in the Spread Account and treated like the rest of the Available
Spread Account Amount.


SECTION 4.13.  Controlled
Accumulation Period.  The Controlled
Accumulation Period is scheduled to commence at the beginning of business on
April 22, 2009; provided that if the
Controlled Accumulation Period Length (determined as described below) on any
Determination Date is less than or more than the number of months in the
scheduled Controlled Accumulation Period, upon written notice to the Indenture
Trustee, with a copy to each Rating Agency, the Issuer shall either postpone or
accelerate, as applicable, the date on which the Controlled Accumulation Period
actually commences, so that, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will equal the Controlled Accumulation Period
Length; provided that the length of the Controlled Accumulation Period
will not be less than one month.  The “Controlled Accumulation Period Length” will
mean a number of whole months such that the amount available for payment of
principal on the Notes on the Expected Principal Payment Date is expected to
equal or exceed the Note Principal Balance, assuming for this purpose that (1)
the payment rate with respect to Principal Collections remains constant at the
lowest level of such payment rate during the twelve preceding Monthly Periods,
(2) the total amount of Principal Receivables in the Trust (and the principal
amount on deposit in the Excess Funding Account, if any) remains constant at
the level on such date of determination, (3) no Early Amortization Event with
respect to any Series will subsequently occur and (4) no additional Series
(other than any Series being issued on such date of determination) will be
subsequently issued.  Any notice by
Issuer modifying the commencement of the Controlled Accumulation Period
pursuant to this Section 4.13 shall
specify (i) the Controlled Accumulation Period Length, (ii) the commencement
date of the Controlled Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the Controlled
Accumulation Period.


SECTION 4.14.  Determination
of LIBOR.


(a)           On each LIBOR Determination Date in
respect of an Interest Period, the Indenture Trustee shall determine LIBOR on
the basis of the rate per annum displayed in the Bloomberg Financial Markets
system as the composite offered rate for London interbank deposits for a period
of the Designated Maturity, as of 11:00 a.m., London time, on that date.  If that rate does not appear on that display
page, LIBOR for that Interest Period will be the rate per annum shown on page
3750 of the Moneyline Telerate Services Report screen or any successor page as
the composite offered rate for London interbank deposits for a one-month
period, as shown under the heading “USD” as of 11:00 a.m., London time, on the
LIBOR Determination Date.  If no rate is
shown as described in the preceding two sentences, LIBOR for that Interest
Period will be the rate per annum based on the rates at which Dollar deposits
for a period of the Designated Maturity are displayed on page “LIBOR” of the
Reuters Monitor Money Rates Service or such other page as may replace the LIBOR
page on that service for the purpose of displaying London interbank offered
rates of major banks as of 11:00 a.m., London time, on the 


 



 30
 









 


LIBOR Determination Date; provided that if at
least two rates appear on that page, the rate will be the arithmetic mean of
the displayed rates and if fewer than two rates are displayed, or if no rate is
relevant, the rate for that Interest Period shall be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for the period of the Designated
Maturity.  The Indenture Trustee shall
request the principal London office of each of the Reference Banks to provide a
quotation of its rate.  If at least two
(2) such quotations are provided, the rate for that Interest Period shall be
the arithmetic mean of the quotations. 
If fewer than two (2) quotations are provided as requested, the rate for
that Interest Period will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on that day for loans in United States dollars to leading
European banks for a period of the Designated Maturity.


(b)           The Class A Note Interest Rate and
Class C Note Interest Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Indenture Trustee
at its corporate trust office at (800) 735-7777 or such other telephone number
as shall be designated by the Indenture Trustee for such purpose by prior
written notice by the Indenture Trustee to each Series 2007-1 Noteholder from
time to time.


(c)           On each LIBOR Determination Date, the
Indenture Trustee shall send to the Issuer by facsimile transmission,
notification of LIBOR for the following Interest Period.


SECTION 4.15.  Swaps.  (a) On or prior to the Closing Date, the
Issuer shall enter into a Class A Swap with the Class A Counterparty and a
Class C Swap with the Class C Counterparty for the benefit of the Class A
Noteholders and the Class C Noteholders, respectively.  The aggregate notional amount under the Class
A Swap shall, at any time, be equal to the Class A Note Principal Balance at
such time.  The aggregate notional amount
under the Class C Swap shall, at any time, be equal to the Class C Note
Principal Balance.  The Issuer shall
cause the Class A Counterparty or the Class C Counterparty to deposit Net Swap
Receipts payable in the Collection Account. 
On any Payment Date when there shall be a Class A Senior Swap Payment, the
Issuer shall pay such Class A Senior Swap Payment subject to the priority of
payments set forth in Section 4.4(a)(iii).  On any Payment Date when there shall be a
Class C Senior Swap Payment, the Issuer shall pay such Class C Senior Swap
Payment subject to the priority of payments set forth in Section 4.4(a)(v).  On any Payment Date when there shall be
Subordinated Termination Payments or any other miscellaneous payments payable
by the Issuer to the Counterparties, the Issuer shall pay such amounts subject
to the priority of payments set forth in Sections
4.4(a)(xi) and (xii).


(b)           When
required under the terms of the existing Class A Swap or Class C Swap, the
Issuer shall obtain a Qualifying Substitute Arrangement.


SECTION 4.16.  Deposit
of Collections.  Notwithstanding
anything to the contrary in the Indenture, for any Monthly Period during which
the Issuer is permitted to make a single monthly deposit to the Collection
Account pursuant to Section 8.4 of the Indenture for such Monthly
Period, the Issuer need not make the daily deposits of Collections into the
Collection Account as provided in Section 8.4 of the Indenture, but may
make a single deposit in the Collection 


 



 31
 









 


Account in immediately available funds not later than 12:00 noon., New
York City time, on the related Payment Date.


ARTICLE V

DELIVERY OF SERIES 2007-1 NOTES;

REPORTS TO SERIES 2007-1 NOTEHOLDERS


SECTION 5.1.  Delivery
and Payment for the Series 2007-1 Notes.


The Issuer shall execute and issue, and the Indenture
Trustee shall authenticate, the Series 2007-1 Notes in accordance with Section 2.2 of the Indenture.  The Indenture Trustee shall deliver the
Series 2007-1 Notes to or upon the written order of the Issuer when so
authenticated.


SECTION 5.2.  Reports and Statements to Series 2007-1 Noteholders.


(a)           Not later than the second Business
Day preceding each Payment Date, the Issuer shall deliver or cause the Servicer
to deliver to the Trustee, the Indenture Trustee and each Rating Agency a
statement substantially in the form of Exhibit B
prepared by the Servicer; provided that
the Issuer may amend the form of Exhibit B
from time to time, with the prior written consent of the Indenture
Trustee.  On each Payment Date, the
Issuer shall forward to each Series 2007-1 Noteholder a statement substantially
in the form of Exhibit B.


(b)           A copy of each statement or
certificate provided pursuant to Section 5.2(a) may be obtained by any
Series 2007-1 Noteholder by a request in writing to the Issuer.


(c)           On or before January 31 of each
calendar year, beginning with January 31, 2007, the Issuer shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2007-1 Noteholder the information for the preceding
calendar year, or the applicable portion thereof during which the Person was a
Noteholder, as is required to be provided by an issuer of indebtedness under
the Code to the holders of the Issuer’s indebtedness and such other customary
information as is necessary to enable such Noteholder to prepare its federal
income tax returns.  Notwithstanding
anything to the contrary contained in this Agreement, the Issuer shall, to the
extent required by applicable law, from time to time furnish to the appropriate
Persons, at least five Business Days prior to the end of the period required by
applicable law, the informed required to complete a Form 1099-INT.


ARTICLE VI

SERIES 2007-1 EARLY AMORTIZATION EVENTS


SECTION 6.1.  Series
2007-1 Early Amortization Events.  If
any one of the following events shall occur with respect to the Series 2007-1
Notes:


(a)           (i) 
failure on the part of Transferor to make any payment or deposit
required to be made by it by the terms of the Trust Receivables Purchase
Agreement or the Transfer Agreement on or before the date occurring five (5)
Business Days after the date such payment or deposit is required to be made
therein or herein or (ii) failure of the Transferor duly to observe or perform
in any material respect any other of its covenants or agreements set forth in
the Trust Receivables Purchase Agreement or the Transfer Agreement which
failure has a material adverse effect on 


 



 32
 









 


the Series 2007-1 Noteholders and which continues
unremedied for a period of sixty days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Indenture Trustee, or to the Transferor and the Indenture
Trustee by any Noteholder of the Series 2007-1 Notes;


(b)           any representation or warranty made
by Transferor in the Transfer Agreement or the Trust Receivables Purchase
Agreement or any information contained in an account schedule required to be
delivered by it pursuant to Section 2.1
or Section 2.6(c) of the Transfer
Agreement, Trust Agreement or the Bank Receivables Sale Agreement shall prove
to have been incorrect in any material respect when made or when delivered,
which continues to be incorrect in any material respect for a period of sixty
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Indenture
Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of
the Series 2007-1 Notes and as a result of which the interests of the Series
2007-1 Noteholders are materially and adversely affected for such period; provided,
however, that a Series 2007-1 Early Amortization Event pursuant to
this Section 6.1(b) shall not be deemed
to have occurred hereunder if the Transferor has accepted reassignment of the
related Transferred Receivable, or all of such Transferred Receivables, if
applicable, during such period in accordance with the provisions of the
Transfer Agreement or the Trust Receivables Purchase Agreement;


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


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


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


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


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


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


(i)            without limiting the foregoing, the
occurrence of an Event of Default with respect to Series 2007-1 and
acceleration of the maturity of the Series 2007-1 Notes pursuant to Section 5.3 of the Indenture;


 



 33
 









 


then, in the case of any event described in subsection (a), (b)
or (d), after the applicable grace
period, if any, set forth in such subparagraphs, either the Indenture Trustee
or the holders of Series 2007-1 Notes evidencing more than 50% of the aggregate
unpaid principal amount of Series 2007-1 Notes by notice then given in writing
to the Issuer (and to the Indenture Trustee if given by the Series 2007-1
Noteholders) may declare that a “Series Early Amortization Event” with respect
to Series 2007-1 (a “Series 2007-1 Early
Amortization Event”) has occurred as of the date of such notice,
and, in the case of any event described in subsection
(c), (e), (f), (g), (h) or (i)
a Series 2007-1 Early Amortization Event shall occur without any notice or
other action on the part of the Indenture Trustee or the Series 2007-1
Noteholders immediately upon the occurrence of such event.


ARTICLE VII

REDEMPTION OF SERIES 2007-1 NOTES; FINAL
DISTRIBUTIONS; SERIES TERMINATION


SECTION 7.1.  Optional
Redemption of Series 2007-1 Notes; Final Distributions.


(a)           On any day occurring on or after the
date on which the outstanding principal balance of the Series 2007-1 Notes is
reduced to 10% or less of the initial outstanding principal balance of Series
2007-1 Notes, Transferor has the option pursuant to the Trust Agreement to
reduce the Collateral Amount to zero by paying a purchase price equal to the
greater of (x) the Collateral Amount, plus the applicable Allocation Percentage
of outstanding Finance Charge Receivables and (y) a minimum amount equal to (i)
if such day is a Payment Date, the Redemption Amount for such Payment Date or
(ii) if such day is not a Payment Date, the Redemption Amount for the Payment
Date following such day.  If Transferor
exercises such option, Issuer will apply such purchase price to repay the Notes
in full as specified below.


(b)           Issuer shall give the Indenture
Trustee at least thirty (30) days prior written notice of the date on which
Transferor intends to exercise such optional redemption.  Not later than 12:00 noon, New York City
time, on such day Transferor shall deposit into the Distribution Account in
immediately available funds the excess of the Redemption Amount over the
amount, if any, on deposit in the Principal Accumulation Account.  Such redemption option is subject to payment
in full of the Redemption Amount. 
Following such deposit into the Distribution Account in accordance with
the foregoing, the Collateral Amount for Series 2007-1 shall be reduced to zero
and the Series 2007-1 Noteholders shall have no further security interest in
the Transferred Receivables.  The
Redemption Amount shall be paid as set forth in Section
7.1(d).


(c)           (i) 
The amount to be paid by the Transferor with respect to Series 2007-1 in
connection with a reassignment of Transferred Receivables to the Transferor
pursuant to Section 6.1(e) of the
Transfer Agreement shall not be less than the Redemption Amount for the first
Payment Date following the Monthly Period in which the reassignment obligation
arises under the Transfer Agreement.


(ii)           The amount to be paid by the Issuer
with respect to Series 2007-1 in connection with a repurchase of the Notes
pursuant to Section 10.1 of the Trust
Agreement shall not be less than the Redemption Amount for the Payment Date of
such repurchase.


 



 34
 









 


(d)           With respect to (i) the Redemption
Amount deposited into the Distribution Account pursuant to Section 7.1 or (ii) the proceeds of any
sale of Transferred Receivables pursuant to Section
5.3 of the Indenture with respect to Series 2007-1, the Indenture
Trustee shall, in accordance with the written direction of the Issuer, not
later than 12:00 noon, New York City time, on the related Payment Date, make
payments of the following amounts (in the priority set forth below and, in each
case, after giving effect to any deposits and payments otherwise to be made on
such date) in immediately available funds: 
(i) an amount equal to the Class A Senior Swap Payments, if any, payable
to the Class A Counterparty will be paid to the Class A Counterparty, (ii) (x)
the Class A Note Principal Balance on such Payment Date will be paid to the
Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly
Interest due and payable on such Payment Date or any prior Payment Date,
(B) any Class A Deficiency Amount for such Payment Date and (C) the amount
of Class A Additional Interest, if any, for such Payment Date and any Class A
Additional Interest previously due but not paid to the Class A Noteholders on
any prior Payment Date, will be paid to the Class A Noteholders, (iii) (x)
the Class B Note Principal Balance on such Payment Date will be paid to the
Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest due and payable on such Payment Date or any prior Payment Date, (B)
any Class B Deficiency Amount for  such
Payment Date and (C) the amount of Class B Additional Interest, if any, for
such Payment Date and any Class B Additional Interest previously due but not
paid to the Class B Noteholders on any prior Payment Date, will be paid to the
Class B Noteholders, (iv) an amount equal to the Class C Senior Swap Payments,
if any, payable to the Class C Counterparty will be paid to the Class C
Counterparty, (v)  (x) the Class C Note Principal Balance on such Payment
Date will be paid to the Class C Noteholders and (y) an amount equal to the sum
of (A) Class C Monthly Interest due and payable on such Payment Date or any
prior Payment Date, (B) any Class C Deficiency Amount for such Payment Date,
and (C) the amount of Class C Additional Interest, if any, for such Payment
Date and any Class C Additional Interest previously due but not paid to the
Class C Noteholders on any prior Payment Date will be paid to the Class C
Noteholders, (vi) an amount equal to the Subordinated Termination Payments, if
any, payable to the Class A Counterparty will be paid to the Class A
Counterparty; (vii) an amount equal to the Subordinated Termination Payments,
if any, payable to the Class C Counterparty will be paid to the Class C
Counterparty, and (viii) any excess shall be released to the Issuer.


SECTION 7.2.  Series
Termination.


On the Series Maturity Date, the unpaid principal
amount of the Series 2007-1 Notes shall be due and payable.


ARTICLE VIII

MISCELLANEOUS PROVISIONS


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



 35
 









 


Supplement, the Series 2007-1 Noteholders shall be the only Noteholders
whose vote shall be required.


(b)           The
Issuer shall not amend the Class A Swap or the Class C Swap unless (i)(A) the
amendment is being entered into to cure any ambiguity or correct or supplement
any provision of or to add or change any provisions concerning matters or
questions raised under the Class A Swap or the Class C Swap, as applicable, (B)
the Rating Agency Condition is satisfied and (C) the Transferor has delivered
an Officer’s Certificate to the Issuer certifying the amendment will not cause
an Adverse Effect; (ii) the Rating Agency Condition is satisfied and the
amendment is being entered into to add, modify or eliminate provisions
necessary or advisable in order to enable (A) a FASIT election to be made with
respect to all or part of RFS Funding Trust or the Issuer, (B) so long as a
FASIT Election is in effect, all or part of RFS Funding Trust or the Issuer to
qualify as a FASIT under the code, (C) the termination of a FASIT election with
respect to all or part of the Issuer or (D) the Issuer to avoid the imposition
of state or local income or franchise taxes on the Issuer’s property or its
income or (iii) the Issuer obtains the consent of the 66 2/3% of the
Outstanding Principal Balance of the Series 2007-1 Notes; provided that
any such amendment shall not affect any cash payment or receipt required under
the existing terms of the affected Class A Swap, Class B Swap or Class C Swap.


SECTION 8.2.  Form
of Delivery of the Series 2007-1 Notes. 
The Class A Notes, the Class B Notes and the Class C Notes shall be
Book-Entry Notes and shall be delivered as provided in Sections 2.1 and 2.2 of the Indenture.


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


SECTION 8.4.  GOVERNING
LAW.  (a) THIS AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD
TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.  THIS INDENTURE
SUPPLEMENT IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL
BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.


(b)           EACH PARTY HERETO HEREBY CONSENTS AND
AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN
NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT;  PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED,
FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED 


 



 36
 









 


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


BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. 
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS INDENTURE SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


SECTION 8.5.  Limitation
of Liability.  Notwithstanding any
other provision herein or elsewhere, this Agreement has been executed and
delivered by The Bank of New York (Delaware), not in its individual capacity,
but solely in its capacity as Trustee of the Trust, in no event shall The Bank
of New York (Delaware) in its individual capacity have any liability in respect
of the representations, warranties, or obligations of the Issuer hereunder or
under any other document, as to all of which recourse shall be had solely to
the assets of the Trust, and for all purposes of this Agreement and each other
document, the Trustee (as such or in its individual capacity) shall be subject
to, and entitled to the benefits of, the terms and provisions of the Trust
Agreement.


 



 37
 









 


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


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


Fitch Ratings

One State Street Plaza

New York, NY 10004 

Facsimile: (212)-514-9879


Moody’s Rating Service

99 Church Street

New York, NY 10007 

Facsimile:  (212) 553-3856


Standard & Poor’s

Structured Finance Surveillance

55 Water Street

New York, NY 10041

Attention:  ABS Surveillance Group

Facsimile: (212) 438-2648


ARTICLE IX

FASIT MATTERS


SECTION 9.1.  FASIT Administration.


(a)           FASIT Matters.  An election has been made to treat the Trust
Estate as a FASIT known as the RFS FASIT. 
December 30, 2002 was designated as the “Startup Day” of the RFS FASIT
within the meaning of section 860L(d)(1) of the Code.  The Ownership Interest was designated as the
single class of “ownership interest” (within the meaning of section 860L(b)(2)
of the Code) in the RFS FASIT. 
Notwithstanding any provision of the Indenture or this Indenture
Supplement to the contrary, each class of Series 2007-1 Regular Interests shall
mature on or before December 1, 2020.


(b)           Series 2007-1 Regular Interests.  Each Class of Notes is hereby designated a
separate class of “regular interests” in the RFS FASIT within the meaning of
section 860L(b)(1)(A) of the Code and each Note is hereby designated a separate
“regular interest” within such Class. 
Each of the Class A Notes is hereby designated a “Class A Regular
Interest,” each of the Class B Notes is hereby designated a “Class B
Regular Interest” and each of the Class C Notes is hereby designated a “Class
C Regular Interest” (the Class A Regular Interests, the Class B Regular
Interests and the Class C Regular Interests being referred to collectively as
the “Series 2007-1 Regular Interests”). 
The Series 2007-1 Regular Interest shall bear interest at a rate equal
to the rate of interest on the related Class A Note, Class B Note or Class C
Note, as applicable (such related interest, a “Related Interest”).  The rate of interest on each Related Interest
is intended to qualify as a qualifying variable rate under section
860L(b)(1)(A)(ii) of the 



 38
 









 


Code.  Interest
shall be paid on each Class of Series 2007-1 Regular Interest at the same times
as Interest is paid on the Class A Notes, Class B Notes and Class C Notes
(which Interest shall be allocated among the Series 2007-1 Regular Interests in
proportion to the amount of Interest owning on the respective Related Interests
if there is more than one class of such Series 2007-1 Regular Interests and
Interest with respect to each class is not paid in full).  The principal amount of each Series 2007-1
Regular Interest shall equal the respective amount of the Class A Note
Principal Balance, Class B Note Principal Balance or Class C Note Principal
Balance, as applicable, with respect to the Related Interest for such Series
2007-1 Regular Interest.


(c)           Payment of Principal on Class A
Regular Interests.  On each Payment
Date, beginning with the Payment Date in the Monthly Period following the
Monthly Period in which the Controlled Accumulation Period or, if earlier, the
Early Amortization Period, begins, the principal amount of each Class A Regular
Interest related to a Class A Note shall be reduced by such Class A Note’s pro
rata share of an amount equal to the least of (i) the Available Principal
Collections on deposit in the Principal Account with respect to such Payment
Date, (ii) for each Payment Date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such Payment Date, (iii) the
Collateral Amount (after taking into account any adjustments to be made on such
Payment Date pursuant to Sections 4.6 and 4.7) prior to any
deposit into the Principal Accumulation Account on such Payment Date, and (iv)
the Note Principal Balance, minus any amount already on deposit in the
Principal Accumulation Account on such Payment Date.


(d)           Payment of Principal on Class B
Regular Interests.  On each Payment
Date, beginning with the Payment Date in the Monthly Period following the
Monthly Period in which the Controlled Accumulation Period or, if earlier, the
Early Amortization Period, begins, the principal amount of each Class B Regular
Interest related to a Class B Note shall be reduced by such Class B Note’s pro
rata share of an amount equal to the least of (i) the Available Principal
Collections on deposit in the Principal Account with respect to such Payment
Date, (ii) for each Payment Date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such Payment Date, (iii) the
Collateral Amount (after taking into account any adjustments to be made on such
Payment Date pursuant to Sections 4.6 and 4.7) prior to any
deposit into the Principal Accumulation Account on such Payment Date, and (iv)
the Note Principal Balance, minus any amount already on deposit in the
Principal Accumulation Account on such Payment Date.


(e)           Payment of Principal on Class C
Regular Interests. On each Payment Date, beginning with the Payment Date in
the Monthly Period following the Monthly Period in which the Controlled
Accumulation Period or, if earlier, the Early Amortization Period, begins, the
principal amount of each Class C Regular Interest related to a Class C Note
shall be reduced by such Class C Note’s pro rata share of an amount equal to
the least of (i) the Available Principal Collections on deposit in the
Principal Account with respect to such Payment Date, (ii) for each Payment Date
with respect to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Payment Date, (iii) the Collateral Amount (after taking into
account any adjustments to be made on such Payment Date pursuant to Sections
4.6 and 4.7) prior to any deposit into the Principal Accumulation
Account on such Payment Date, and (iv) the Note Principal Balance, minus any
amount already on deposit in the Principal Accumulation Account on such Payment
Date.


 



 39
 









 


(f)            The Issuer hereby agrees to take
such further actions as may be required to effectuate this Article IX
and the intent that the RFS FASIT be treated as a FASIT.


(g)           Alternative Characterization.  The Issuer acknowledges that the American
Jobs Creation Act of 2004 (the “Jobs Act”) repealed the provisions of
the Code governing FASITs.  In the event
that the Internal Revenue Service issues guidance in the form of a Notice,
Revenue Procedure, Revenue Ruling, or Private Letter Ruling providing for
FASITs existing prior to October 22, 2004 to terminate and/or cease issuing
regular interests, then it is the intent of the parties hereto that, for
federal income tax purposes, (i) the Trust Estate be disregarded as an entity
separate from RFS Holding L.L.C. and (ii) the Notes be treated as debt.


[SIGNATURE PAGE FOLLOWS]



 40















 


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


	
  

  	
   

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Kristine K. Gullo

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kristine K. Gullo

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture
  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Kara Leibel

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kara Leibel

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Associate

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ William Schwerdtman

  
	
   

  	
   

  	
   

  	
   

  	
  Name: William Schwerdtman

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Associate

  



 



 S-1















 


EXHIBIT A-1


FORM OF CLASS A SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


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


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


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


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



 Exhibit A-1 (Page 1)
 









 


ABOVE OR (D) OTHER PLAN
THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR
SECTION 4975 OF THE CODE OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW.


 



 Exhibit A-1 (Page 2)
 









 


	
  REGISTERED 

  	
   

  	
  $ _________________________

  
	
  No. R-__________________

  	
   

  	
                 CUSIP
  NO. _________

  



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


CLASS A SERIES 2007-1 FLOATING RATE ASSET
BACKED NOTE


GE Capital Credit Card Master Note Trust (herein
referred to as the “Issuer” or the “Trust”), a Delaware statutory trust
governed by a Trust Agreement dated as of September 25, 2003, for value
received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of                                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Payment Date, except as otherwise provided below
or in the Indenture.  The Issuer will pay
interest on the unpaid principal amount of this Note at the Class A Note
Interest Rate on each Payment Date until the Final Payment Date (which is the
earlier to occur of (a) the Payment Date on which the Note Principal Balance is
paid in full, (b) the date on which the Collateral Amount is reduced to zero
and (c) the March 2013 Payment Date). Interest on this Note will accrue for
each Payment Date from and including the most recent Payment Date on which
interest has been paid to but excluding such Payment Date or, for the initial
Payment Date, from and including the Closing Date to but excluding such Payment
Date.  Interest will be computed on the
basis of a 360-day year and the actual number of days elapsed.  Principal of this Note shall be paid in the
manner specified in the Indenture Supplement referred to on the reverse hereof.


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


Unless the certificate of authentication hereon has
been executed by or on behalf of the Indenture Trustee, by manual signature,
this Note shall not be entitled to any benefit under the Indenture or the
Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



 Exhibit A-1 (Page 3)
 









 


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


	
  

  	
   

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  THE BANK OF NEW YORK (DELAWARE),

  
	
   

  	
   

  	
   

  	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
   

  	
   

  	
   

  	
  Trustee on
  behalf of Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
  Dated:
  ___________, _____

  	
   

  	
   

  	
   

  	
   

  



 


 



 Exhibit A-1 (Page 4)
 









 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 



 Exhibit A-1 (Page 5)
 









 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


CLASS A SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


Summary of Terms and Conditions


This Class A Note is one of a duly authorized issue of
Notes of the Issuer, designated as GE Capital Credit Card Master Note Trust,
Series 2007-1 (the “Series 2007-1 Notes”),
issued under a Master Indenture dated as of September 25, 2003 (as amended, the
“Master Indenture”), between the Issuer
and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Indenture Supplement dated as of March 29, 2007 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


The Class B Notes and the Class C Notes will also be
issued under the Indenture.


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of the Issuer allocated to the payment
of this Note for payment hereunder and that neither the Owner Trustee nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as
expressly provided in the Indenture, subject to any liability under the
Indenture.


This Note does not purport to summarize the Indenture
and reference is made to the Indenture for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Indenture Trustee.


THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE ISSUER, GE MONEY BANK, RFS HOLDING, L.L.C., OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


The Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the person in whose name this Class
A Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



 Exhibit A-1 (Page 6)
 









 


ASSIGNMENT


Social Security or other identifying number of
assignee                                                                                 


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


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  Signature
  Guaranteed:

  	
   

  



 






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



 Exhibit A-1 (Page 7)















EXHIBIT A-2

FORM OF CLASS B SERIES 2007-1 4.95% ASSET BACKED NOTE


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


THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME DIRECTLY OR INDIRECTLY
INSTITUTE OR CAUSE TO BE INSTITUTED AGAINST THE ISSUER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW UNLESS NOTEHOLDERS OF NOT
LESS THAN 66 2/3% OF THE OUTSTANDING PRINCIPAL AMOUNT OF EACH CLASS OF EACH
SERIES HAS APPROVED SUCH FILING AND IT WILL NOT DIRECTLY OR INDIRECTLY
INSTITUTE OR CAUSE TO BE INSTITUTE AGAINST THE TRANSFEROR ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHER
PROCEEDING UNDER ANY FEDERAL OR STATE BANKRUPTCY LAW IN ANY INSTANCE; PROVIDED,
THAT THE FOREGOING SHALL NOT IN ANYWAY LIMIT THE NOTEHOLDER’S RIGHTS TO PURSUE
ANY OTHER CREDITOR RIGHTS OR REMEDIES THAT THE NOTEHOLDERS MAY HAVE FOR CLAIMS
AGAINST THE ISSUER.


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


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



 Exhibit A-2 (Page 1)
 









ABOVE OR (D) OTHER PLAN THAT IS SUBJECT TO ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR SECTION 4975 OF THE
CODE OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE
WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR
APPLICABLE LAW.



 Exhibit A-2 (Page 2)
 









 


	
  REGISTERED

  	
  $

  
	
  No. R-

  	
   

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


CLASS B SERIES 2007-1 4.95% ASSET BACKED NOTE


GE Capital Credit Card Master Note Trust (herein
referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed
by a Trust Agreement dated as of September 25, 2003, for value received, hereby
promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of                
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Payment Date, except as otherwise provided below
or in the Indenture.  The Issuer will pay
interest on the unpaid principal amount of this Note at the Class B Note
Interest Rate on each Payment Date until the Final Payment Date (which is the
earlier to occur of (a) the Payment Date on which the Note Principal Balance is
paid in full, (b) the date on which the Collateral Amount is reduced to zero
and (c) the March 2013 Payment Date). 
Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, for the initial Payment Date, from and
including the Closing Date to but excluding such Payment Date.  Interest will be computed on the basis of a
360-day year and of twelve 30-day months. 
Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


Unless the certificate of authentication hereon has
been executed by or on behalf of the Indenture Trustee, by manual signature,
this Note shall not be entitled to any benefit under the Indenture or the
Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.



 Exhibit A-2 (Page 3)
 









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


	
  

  	
   

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE

  TRUST, as Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  THE BANK OF NEW YORK (DELAWARE), 

  
	
   

  	
   

  	
   

  	
   

  	
  not in its individual capacity but solely as

  
	
   

  	
   

  	
   

  	
   

  	
  Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  	
   

  
									



 



 Exhibit A-2 (Page 4)
 









INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


 


	
  

  	
  DEUTSCHE BANK
  TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 



 Exhibit A-2 (Page 5)
 









GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


CLASS B SERIES 2007-1 4.95% ASSET BACKED NOTE


Summary of Terms and Conditions


This Class B Note is one of a duly authorized issue of
Notes of the Issuer, designated as GE Capital Credit Card Master Note Trust,
Series 2007-1 (the “Series 2007-1 Notes”),
issued under a Master Indenture dated as of September 25, 2003 (as amended, the
“Master Indenture”), between the Issuer
and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Indenture Supplement dated as of March 29, 2007 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


The Class A Notes and the Class C Notes will also be
issued under the Indenture.


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of the Issuer allocated to the payment
of this Note for payment hereunder and that neither the Owner Trustee nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as
expressly provided in the Indenture, subject to any liability under the
Indenture.


This Note does not purport to summarize the Indenture
and reference is made to the Indenture for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Indenture Trustee.


THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE ISSUER, GE MONEY BANK, RFS HOLDING, L.L.C., OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


The Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the person in whose name this Class
B Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



 Exhibit A-2 (Page 6)
 









ASSIGNMENT


	
  Social Security or other
  identifying number of assignee

  	
   

  



 


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


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature
  Guaranteed:

  



 






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


 



 Exhibit A-2 (Page 7)















 


EXHIBIT A-3

FORM OF CLASS C SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


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


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


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


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



 1
 









 


ABOVE OR (D) OTHER PLAN
THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR
SECTION 4975 OF THE CODE OR (II) ITS ACQUISITION, CONTINUED HOLDING AND
DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW.



 2
 









 


	
  REGISTERED

  	
  $

  	
   

  
	
  No. R-

  	
   

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


CLASS C SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


GE Capital Credit Card Master Note Trust (herein
referred to as the “Issuer” or the “Trust”), a Delaware statutory trust governed
by a Trust Agreement dated as of September 25, 2003, for value received, hereby
promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of                   
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the March 2013 Payment Date, except as otherwise provided below
or in the Indenture.  The Issuer will pay
interest on the unpaid principal amount of this Note at the Class C Note Interest
Rate on each Payment Date until the Final Payment Date (which is the earlier to
occur of (a) the Payment Date on which the Note Principal Balance is paid in
full, (b) the date on which the Collateral Amount is reduced to zero and (c)
the March 2013 Payment Date).  Interest
on this Note will accrue for each Payment Date from and including the most
recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing
Date to but excluding such Payment Date. 
Interest will be computed on the basis of a 360-day year and the actual
number of days elapsed.  Principal of
this Note shall be paid in the manner specified in the Indenture Supplement
referred to on the reverse hereof.


The principal of and interest on this Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.


Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Note.


Unless the certificate of authentication hereon has
been executed by or on behalf of the Indenture Trustee, by manual signature,
this Note shall not be entitled to any benefit under the Indenture or the
Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.


THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT
NECESSARY TO FUND PAYMENTS ON THE CLASS A AND CLASS B NOTES TO THE EXTENT
SPECIFIED IN THE INDENTURE SUPPLEMENT.



 3
 









 


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


	
  

  	
  GE CAPITAL
  CREDIT CARD MASTER NOTE TRUST,

  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK (DELAWARE), not in its
  individual capacity but solely as Trustee on behalf of Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Dated:                    ,
    



 4
 









 


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 



 5
 









 


GE CAPITAL CREDIT CARD

MASTER NOTE TRUST SERIES 2007-1


CLASS C SERIES 2007-1 FLOATING RATE ASSET BACKED NOTE


Summary of Terms and Conditions


This Class C Note is one of a duly authorized issue of
Notes of the Issuer, designated as GE Capital Credit Card Master Note Trust,
Series 2007-1 (the “Series 2007-1 Notes”),
issued under a Master Indenture dated as of September 25, 2003 (as amended, the
“Master Indenture”), between the Issuer
and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Indenture Supplement dated as of March 29, 2007 (the “Indenture Supplement”), and representing the
right to receive certain payments from the Issuer.  The term “Indenture,” unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement.  The Notes are
subject to all of the terms of the Indenture. 
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in or pursuant to the Indenture.  In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.


The Class A Notes and the Class B Notes will also be
issued under the Indenture.


The Noteholder, by its acceptance of this Note, agrees
that it will look solely to the property of the Issuer allocated to the payment
of this Note for payment hereunder and that neither the Owner Trustee nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the
Notes or the Indenture or, except in the case of the Indenture Trustee as
expressly provided in the Indenture, subject to any liability under the Indenture.


This Note does not purport to summarize the Indenture
and reference is made to the Indenture for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Indenture Trustee.


THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE ISSUER, GE MONEY BANK, RFS HOLDING, L.L.C., OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


The Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the person in whose name this Class
C Note is registered as the owner hereof for all purposes, and neither the
Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.


THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



 6
 









 


ASSIGNMENT


Social Security or other identifying number of
assignee                                                                               


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


	
  Dated:

  	
   

  	
   

  	
   

  	
  **

  
	
   

  	
   

  	
  Signature Guaranteed:

  



 






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



 7















 


EXHIBIT B


FORM OF MONTHLY NOTEHOLDER’S STATEMENT


Monthly Noteholder’s Statement

GE Capital Credit Card Master Note Trust


Series 2007 — 1


Class A + 0.00% LIBOR Notes

Class B 4.95% Notes

Class C LIBOR + 0.27% Notes


Pursuant to the Master
Indenture, dated as of September 25, 2003 (as amended and supplemented, the “Indenture”)
between GE Capital Credit Card Master Note Trust (the “Issuer”) and
Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”), as supplemented by the Series 2007-1 Indenture Supplement (the “Indenture
Supplement”), dated as of March 29, 2007, between the Issuer and the
Indenture Trustee, the Issuer is required to prepare, or cause the Servicer to
prepare, certain information each month regarding current distributions to the
Series 2007-1 Noteholders and the performance of the Trust during the previous
month.  The information required to be
prepared with respect to the Payment Date of May 15, 2007, and with respect to
the performance of the Trust during the Monthly Period ended April 21, 2007 is
set forth below.  Capitalized terms used
herein are defined in the Indenture and the Indenture Supplement. The
undersigned, an Authorized Officer of the Servicer, does hereby certify as
follows:


	
  Record Date:

  	
  [ l
  ], 20[ l ]

  
	
  Monthly Period Beginning:

  	
  [ l
  ], 20[ l ]

  
	
  Monthly Period Ending:

  	
  [ l
  ], 20[ l ]

  
	
  Previous Payment Date:

  	
  [ l
  ], 20[ l ]

  
	
  Payment Date:

  	
  [ l
  ], 20[ l ]

  
	
  Interest Period Beginning:

  	
  [ l
  ], 20[ l ]

  
	
  Interest Period Ending:

  	
  [ l
  ], 20[ l ]

  
	
  Days in Monthly Period:

  	
  [ l
  ]

  
	
  Days in Interest Period:

  	
  [ l
  ]

  
	
  LIBOR Determination Date

  	
  [ l
  ], 20[ l ]

  
	
  LIBOR Rate

  	
  [ l
  ]

  
	
  Is there a Reset Date?

  	
  [No][Yes]

  



 


I.                                         Trust
Receivables Information


a.               Number of Obligors (Total
Securitized) Beginning


b.              Number of Obligors (Total Securitized)
Ending


c.               Average Obligor Balance (q / b)


d.              BOP Principal Receivables



 1
 









 


e.               BOP Finance Charge Receivables


f.                 BOP Total Receivables


g.              Increase in Principal
Receivables from Additional Accounts


h.              Increase in Principal Activity on Existing Securitized
Accounts


i.                  Increase in Finance Charge Receivables from Additional
Accounts


j.                  Increase in Finance Charge Activity on Existing
Securitized Accounts


k.               Increase in Total Receivables


l.                  Decrease in Principal
Receivables due to Account Removal


m.            Decrease in Principal Activity on Existing Securitized
Accounts


n.              Decrease in Finance Charge Receivables due to Account
Removal


o.              Decrease in Finance Charge Activity on Existing
Securitized Accounts


p.              Decrease in Total Receivables


q.              EOP Aggregate Principal
Receivables


r.                 EOP Finance Charge Receivables


s.               EOP Total Receivables


t.                 Excess Funding Account
Balance


u.              Required Principal Balance


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


w.            Free Equity Amount (EOP Principal
Receivables - EOP Collateral Amount (II.c.ii+II.a.ii+II.b.iii))


II.                                     Investor
Information (Trust Level)


a.               Note Principal Balance (Sum
of all Series)


i.                  Beginning of Interest Period


ii.               Increase in Note Principal
Balance due to New Issuance


iii.            Decrease in Note Principal
Balance due to Principal Paid


iv.           End of Interest Period


b.              Excess Collateral Amount
(Sum of all Series)


i.                  Beginning of Interest Period


ii.               Additional Enhancement
Amount


iii.            Increase in Excess
Collateral Amount due to New Issuance


iv.           Reductions in Required
Excess Collateral Amount


v.              Increase in Unreimbursed
Investor Charge-Off


vi.           Decrease in Unreimbursed
Investor Charge-Off


vii.        Increase in Unreimbursed
Reallocated Principal Collections


viii.     Decrease in Unreimbursed
Reallocated Principal Collections


ix.             End of Interest Period



 2
 









 


c.               Collateral Amount (Sum of
all Series)


i.                  End of Prior Monthly Period


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


iii.            Increase in Unreimbursed
Investor Charge-Off


iv.           Decrease in Unreimbursed
Investor Charge-Off


v.              Increase in Unreimbursed
Reallocated Principal Collections


vi.           Decrease in Unreimbursed
Reallocated Principal Collections


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


III.                                 Trust
Performance Data (Monthly Period)


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


i.                  Current


ii.               Prior Monthly Period


iii.            Two Months Prior Monthly
Period


iv.           Three-Month Average


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


i.                  Current


ii.               Prior Monthly Period


iii.            Two Months Prior Monthly
Period


iv.           Three-Month Average


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


i.                  Current


ii.               Prior Monthly Period


iii.            Two Months Prior Monthly
Period


iv.           Three-Month Average


d.              Default Amount for Defaulted
Accounts


e.               Collections


i.                  Total Trust Finance Charge
Collections


ii.               Total Trust Principal
Collections


iii.            Total Trust Collections


f.                 Delinquency Data                                                                Percentage            Amount


i.                  15-29 Days Delinquent


ii.               30-59 Days Delinquent


iii.            60-89 Days Delinquent


iv.           90-119 Days Delinquent


v.              120-149 Days Delinquent


vi.           150 or Greater Days Delinquent



 3
 









 


IV.                                Series
Performance Data


a.               Portfolio Yield (Finance
Charge Collections + Recoveries - Aggregate Investor Default Amount + PAA Inv
Proceeds / BOP Collateral)


i.                  Current


ii.               Prior Monthly Period


iii.            Two Months Prior Monthly
Period


iv.           Three-Month Average


b.              Base Rate (Noteholder
Servicing Fee + Admin Fee + Monthly Interest + Swap Payments - Swap Receipts /
BOP Collateral)


i.                  Current


ii.               Prior Monthly Period


iii.            Two Months Prior Monthly
Period


iv.           Three-Month Average


c.               Excess Spread Percentage
(Portfolio Yield - Base Rate)


i.                  Current


ii.               Prior Monthly Period


iii.            Two Months Prior Monthly
Period


iv.           Quarterly Excess Spread
Percentage


 


V.                                    Investor
Information Regarding Distributions to Noteholders


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


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


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


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


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


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


g.              The total amount of the
distribution to Class C Noteholders per $1000 Note Initial Principal Balance.



 4
 









 


h.              The amount of the
distribution set forth in paragraph g. above in respect of interest on the
Class C Notes, per $1000 Note Initial Principal Balance.


i.                  The amount of the
distribution set forth in paragraph g. above in respect of principal on the Class
C Notes, per $1000 Note Initial Principal Balance.


VI.                                Investor
Information


a.               Class A Note Initial
Principal Balance


b.              Class B Note Initial Principal Balance


c.               Class C Note Initial Principal Balance


d.              Initial Excess Collateral Amount


e.               Initial Collateral Amount


f.                 Class A Note Principal
Balance


i.                  Beginning of Interest Period


ii.               Principal Payment


iii.            End of Interest Period


g.              Class B Note Principal
Balance


i.                  Beginning of Interest Period


ii.               Principal Payment


iii.            End of Interest Period


h.              Class C Note Principal
Balance


i.                  Beginning of Interest Period


ii.               Principal Payment


iii.            End of Interest Period


i.                  Excess Collateral Amount


i.                  Beginning of Interest Period


ii.               Reduction in Excess
Collateral Amount


iii.            End of Interest Period


j.                  Collateral Amount


i.                  Beginning of Interest Period


ii.               Increase/Decrease in
Unreimbursed Investor Charge-Offs


iii.            Increase/Decrease in
Reallocated Principal Collections


iv.           Reduction in Excess
Collateral Amount


v.              Principal Accumulation
Account Deposit


vi.           End of Interest Period


vii.        Collateral Amount as a
Percentage of Note Trust Principal Balance


viii.     Amount by which Note Principal Balance exceeds
Collateral Amount


k.               Required Excess Collateral
Amount



 5
 









 


VII.                            Investor
Charge-Offs and Reallocated Principal Collections

(Section references relate to Indenture Supplement)


a.               Beginning Unreimbursed
Investor Charge-Offs


b.              Current Unreimbursed Investor Defaults


c.               Current Unreimbursed Investor Uncovered
Dilution Amount


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


e.               Ending Unreimbursed Investor Charge-Offs


f.                 Beginning Unreimbursed Reallocated
Principal Collections


g.              Current Reallocated Principal Collections
pursuant to Section 4.7


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


i.                  Ending Unreimbursed Reallocated Principal
Collections


VIII.                        Investor
Percentages —BOP Balance and Series Account Information


a.               Allocation Percentage Numerator — for
Finance Charge Collections and Default Amounts


b.              Allocation Percentage Numerator — for
Principal Collections


c.               Allocation Percentage Denominator


i.                  Aggregate Principal
Receivables Balance


ii.               Number of Days at Balance


iii.            Average Principal Balance


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


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


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


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


h.              Series Allocation Percentage


IX.                                Collections and
Allocations


a.               Finance Charge Collections                                                               Trust                      Series


b.              Recoveries


c.               Principal Collections


d.              Default Amount


e.               Dilution


f.                 Investor Uncovered Dilution Amount



 6
 









 


g.              Available Finance Charge Collections


i.                  Investor Finance Charge
Collections


ii.               Excess Finance Charge
Collections allocable to Series 2007-1


iii.            Principal Accumulation
Account Investment Proceeds


iv.           Investment earnings in the
Reserve Account


v.              Reserve Account Draw Amount


vi.           Net Swap Receipts


vii.        Recoveries


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


i.                  Total Collections to Series


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


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


a.               Available Finance Charge
Collections


i.                  On a pari passu basis:


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


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


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


ii.               To the Servicer:


a.               Noteholder Servicing Fee


b.              Noteholder Servicing Fee
previously due but not paid


c.               Total Noteholder Servicing Fee


iii.            On a pari passu basis:


a.               Class A Monthly Interest


b.              Class A Deficiency Amount


c.               Class A Additional Interest


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


e.               Class A Senior Swap Payments


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


iv.           On a pari passu basis:


a.               Class B Monthly Interest


b.              Class B Deficiency Amount


c.               Class B Additional Interest


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



 7
 









 


v.              On a pari passu basis:


a.               Class C Monthly Interest


b.              Class C Deficiency Amount


c.               Class C Additional Interest


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


e.               Class C Senior Swap Payments


f.                 Class C Senior Swap Payments not paid on a
prior Payment Date


vi.           To be treated as Available Principal Collections


a.               Aggregate Investor Default
Amount


b.              Aggregate Investor Uncovered Dilution Amount


vii.        To be treated as Available Principal Collections, to
the extent not previously reimbursed


a.               Investor Charge-offs


b.              Reallocated Principal Collections


viii.     Excess
of Required Reserve Account Amount Over Available Reserve Account Amount


ix.             Amounts required to be deposited to the
Spread Account


x.                To be treated as Available Principal
Collections:  Series Allocation
Percentage of Minimum Free Equity Shortfall


xi.            Subordinated Termination
Payments and other additional amount owed to Class A Swap Counterparty


xii.         Subordinated Termination
Payments and other additional amount owed to Class C Swap Counterparty


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


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


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


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


XI.                                Excess Finance
Charge Collections (Group One)


a.               Total Excess Finance Charge
Collections in Group One



 8
 









 


b.              Finance Charge Shortfall for
Series 2007-1


c.               Finance Charge Shortfall for
all Series in Group One


d.              Excess Finance Charges
Collections Allocated to Series 2007-1


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


a.               Investor Principal
Collections


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


c.               Plus:  Shared Principal Collections allocated to
this Series


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


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


f.                 Plus:  Unless there is an Early Amortization Period,
the amount of Available Finance Charge Collections used to pay principal on the
Notes pursuant to Section 4.4(a)(xiv)


g.              Available Principal
Collections (Deposited to Principal Account)


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


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


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


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


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


a.               Principal paid to Class A
Noteholders


b.              Principal paid to Class B
Noteholders


c.               Principal paid  to class C Noteholders


vi.           Total Principal Collections
Available to Share (Inclusive of Series 2007-1)


vii.        Series Principal Shortfall


viii.     Shared Principal Collections allocated to this
Series from other Series



 9
 









 


XIII.                        Series 2007-1
Accumulation


a.               Controlled Accumulation
Period Length in months (scheduled)


b.              Controlled Accumulation
Amount


c.               Controlled Deposit Amount


d.              Accumulation Shortfall


e.               Principal Accumulation
Account Balance


i.                  Beginning of Interest Period


ii.               Controlled Deposit Amount


iii.            Withdrawal for Principal
Payment


iv.           End of Interest Period


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


a.               Reserve Account Funding Date
(scheduled)


b.              Required Reserve Account
Amount (.50% of Note Principal Balance beginning on Reserve Account Funding
Date)


c.               Beginning Available Reserve
Account Amount


d.              Reserve Draw Amount


e.               Deposit pursuant to
4.4(a)(viii) the excess of b. over c.


f.                 Withdrawal for Reserve
Account Surplus paid to Transferor pursuant to Section 4.10(d)


g.              Withdrawal for Reserve
Account Surplus paid to Transferor pursuant to Section 4.10(e)


h.              Ending Available Reserve
Account Amount


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


a.               Spread Account Percentage


b.              Required Spread Account
Amount


c.               Beginning Available Spread
Account Amount


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


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


f.                 Withdrawal pursuant to
4.11(c) — Early Amortization Event


g.              Withdrawal pursuant to
4.11(d) — Event of Default


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



 10
 









 


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


j.                  Ending Available Spread
Account Amount


XVI.                       Series Early Amortization
Events


a.               The Free Equity Amount is
less than the Minimum Free Equity Amount


Free Equity:


i.                  Free Equity Amount


ii.               Minimum Free Equity Amount


iii.            Excess Free Equity Amount


b.              The Note Trust Principal
Balance is less than the Required Principal Balance Note Trust Principal
Balance:


i.                  Note Trust Principal Balance


ii.               Required Principal Balance


iii.            Excess Principal Balance


c.               The three-month average
Portfolio Yield is less than three-month average Base Rate Portfolio Yield:


i.                  Three month Average
Portfolio Yield


ii.               Three month Average Base
Rate


iii.            Excess Spread over Base Rate


d.              The Note Principal Balance
is outstanding beyond the Expected Principal Payment Date


i.                  Expected Principal Payment
Date


ii.               Current Payment Date


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


	
  

  	
  GE MONEY BANK, as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 11















EXHIBIT C-1


FORM OF CLASS A SWAP


[See Exhibits 4.2, 4.4, 4.6 and 4.8]



 Exhibit C-1 (Page 1)















EXHIBIT C-2


FORM OF CLASS C SWAP


[See Exhibits 4.3, 4.5, 4.7 and 4.9]



 Exhibit C-2 (Page 1)















SCHEDULE I


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO NET SWAP RECEIPTS)


(a)           In
addition to the representations, warranties and covenants contained in the
Indenture, the Issuer hereby represents, warrants and covenants to the Indenture
Trustee as follows as of the Closing Date:


(1)           The
Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Net Swap Receipts in favor of the Indenture Trustee,
which security interest is prior to all other Liens, and is enforceable as such
against creditors of and purchasers from Issuer.


(2)           The
Net Swap Receipts constitute “general intangibles” within the meaning of the
applicable UCC.


(3)           The
Issuer owns and has good and marketable title to the Net Swap Receipts free and
clear of any Lien, claim or encumbrance of any Person.


(4)           There
are no consents or approvals required by the terms of the Class A Swap or Class
C Swap for the pledge of the Net Swap Receipts to the Indenture Trustee
pursuant to the Indenture.


(5)           The
Issuer (or the Administrator on behalf of the Issuer) has caused the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted to the Indenture Trustee under the Indenture in the Net Swap
Receipts.


(6)           Other
than the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to
the Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the Net Swap Receipts.  The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a
description of the Net Swap Receipts, except for the financing statement filed
pursuant to the Indenture.


(7)           Notwithstanding
any other provision of the Indenture, the representations and warranties set
forth in this Schedule I shall be
continuing, and remain in full force and effect, until such time as the Series
2007-1 Notes are retired.


(b)           The
Indenture Trustee covenants that it shall not, without satisfying the Rating
Agency Condition, waive a breach of any representation or warranty set forth in
this Schedule I.


(c)           The
Issuer covenants that in order to evidence the interests of the Issuer and the
Indenture Trustee under the Indenture, the Issuer shall take such action, or
execute and deliver such instruments as may be necessary or advisable
(including, without limitation, such actions as are requested by the Indenture
Trustee) to maintain and perfect, as a first priority interest, the Indenture
Trustee’s security interest in the Net Swap Receipts.



 Schedule I (Page 1)















SCHEDULE II


PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS (WITH RESPECT TO RECEIVABLES)


(a)           In
addition to the representations, warranties and covenants contained in the
Indenture, the Issuer hereby represents, warrants and covenants to the Indenture
Trustee as follows as of the Closing Date:


(1)           The
Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Receivables in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such
against creditors of and purchasers from the Issuer.


(2)           The
Receivables constitute either “accounts” or “general intangibles” within the
meaning of the applicable UCC.


(3)           The
Issuer owns and has good and marketable title to the Receivables free and clear
of any Lien, claim or encumbrance of any Person.


(4)           There
are no consents or approvals required for the pledge of the Receivables to the
Indenture Trustee pursuant to the Indenture.


(5)           The
Issuer (or the Administrator on behalf of the Issuer) has caused the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest granted to the Indenture Trustee under the Indenture in the
Receivables.


(6)           Other
than the pledge of the Receivables to the Indenture Trustee pursuant to the
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed the Receivables.  The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a
description of the Receivables, except for the financing statement filed
pursuant to the Indenture.


(7)           Notwithstanding
any other provision of the Indenture, the representations and warranties set
forth in this Schedule II shall be
continuing, and remain in full force and effect, until such time as the Series
2007-1 Notes are retired.


(b)           The
Indenture Trustee covenants that it shall not, without satisfying the Rating
Agency Condition, waive a breach of any representation or warranty set forth in
this Schedule II.


(c)           The
Issuer covenants that in order to evidence the interests of the Issuer and the
Indenture Trustee under the Indenture, the Issuer shall take such action, or
execute and deliver such instruments as may be necessary or advisable
(including, without limitation, such actions as are requested by the Indenture
Trustee) to maintain and perfect, as a first priority interest, the Indenture
Trustee’s security interest in the Receivables.



 Schedule II (Page 1)