Exhibit
4.5


SCHEDULE


to the


2002


Master Agreement


dated as of March 29,
2007


between BANK OF MONTREAL,


a bank organized under the laws of Canada (“Party A”)


and


GE CAPITAL CREDIT CARD MASTER NOTE TRUST,


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


(“Party B”)


Part 1


Termination
Provisions


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


In this Agreement —


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


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


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


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


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


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












 


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


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


“Threshold Amount” means, with respect to
Party A (or its Credit Support Provider), 3% of shareholders’ equity of Party A
as described in its most recently published audited financial statement or its
equivalent in any currency.


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


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


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


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


(l)                                     The
“Tax Event” provisions of Section
5(b)(iii) will apply, provided that the words “(1) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after a Transaction
is entered into (regardless of whether such action is taken or brought with
respect to a party to this Agreement) or (2)” shall be deleted.


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


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


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


(i)
            S&P or Fitch Credit
Downgrade.  If at any time
(i) the unsecured debt rating of Party A, or its Credit Support Provider, is
withdrawn by or reduced below “A” (long term) or “F1” (short term) if Party A
is rated by Fitch Ratings (“Fitch”); or (ii) the unsecured debt ratings
of Party A, or its Credit Support Provider, are reduced below “A+” (long term)
or, if a short term rating is in effect for Party A, or its Credit Support
Provider, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”)
(any of the above referenced reductions in credit status from the reference
agencies being herein referred to as a “Downgrade”); then Party A shall
promptly notify Party B by


Series 2007-1 (Class C)












 


telephone
(promptly confirmed in writing), and Party B then shall notify the Rating
Agencies.  Party A shall then, at its own
expense, within 30 days of the date of the Downgrade, subject to Part 5(r),
enter into a “Qualifying Substitute Arrangement” (as defined below) to assure
performance by Party A of its obligations under the Transactions.  If Party A fails to enter into a Qualifying
Substitute Arrangement pursuant to this provision, it shall be an Additional
Termination Event in which Party A is the sole Affected Party;


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


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


“Counterparty Ratings Requirement” means with respect to any
entity, that either such entity or the Credit Support Provider, has (i) (a) a
Moody’s long-term unsecured debt rating or counterparty rating of at least “Aa3”,
and if a short term rating has been provided, such rating shall be at least “P-1”,
and (ii) an S&P long-term unsecured debt rating or counterparty rating of
at least “AA-”, and if a short term rating has been provided, such rating shall
be at least “A-1”; and, notwithstanding the foregoing, if such entity or its
Credit Support Provider, has a Fitch short-term unsecured debt rating, such
rating shall be at least “F1” and if such entity or its Credit Support Provider
has a Fitch long-term unsecured debt rating, such rating shall be at least “A”.


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


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












 


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


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


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


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


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


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


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


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












 


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


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


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


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


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


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


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


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


 (p)          Discontinued Agency.  If one of the foregoing credit rating
agencies ceases to be in the business of rating Debt Securities and such
business is not continued by a successor or assign of such agency












 


(“Discontinued Agency”) ratings shall not be deemed withdrawn
hereunder, and Party A and Party B shall use their best efforts to  jointly (i) select a nationally-recognized
credit rating agency in substitution thereof and (ii) agree on the rating level
issued by such substitute agency that is equivalent to the ratings specified
herein of the Discontinued Agency, whereupon such substitute agency and
equivalent rating shall replace the Discontinued Agency and the rating level thereof
for the purposes of this Agreement. If at any time all of the agencies
specified herein with respect to a party have become Discontinued Agencies and
Party A and Party B have not previously agreed in good faith on at least one
agency and equivalent rating in substitution for each Discontinued Agency and
the applicable rating thereof, the Downgrade provisions of Part 1(m)(i) shall
cease to apply to the parties until a substitute agency is agreed upon as
described above.


Part 2


Tax
Representations


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


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


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


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


(iii)          the satisfaction of the agreement of
the other party contained in Section 4(d) of this Agreement;


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


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


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


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












 


If such representation applies, then:


“Specified Treaty” means with
respect to Party A The Income Tax Convention between the United States of
America and Canada.


“Specified Jurisdiction” means with
respect to Party A, the United States of America.


(b)             It is a “non-U.S. branch of a foreign
person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States
Treasury Regulations) for United States federal income tax purposes.


(c)                No portion of any payment received or to
be received by it in connection with this Agreement will be effectively
connected with the conduct of a trade or business in the United States.


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


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


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


(iii)                               Party B makes the following representations:


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


If such representation applies, then:


“Specified Treaty” means with
respect to Party B, the Income Tax Convention between Canada and the United
States of America.


“Specified Jurisdiction” means with
respect to Party B, the Canada.


(b)             It is a “U.S. person” (as that term is
used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for
United States federal income tax purposes and an “Exempt recipient” within the
meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations.


 (c)                               Modified Tax Provisions. 
Party B’s obligations under Section 2(d)(i) of this Agreement shall be
limited to complying with clauses (1), (2) and (3) thereof and Party B shall
not be obligated to pay any amount that would otherwise be owing by it under
clause (4).  Notwithstanding the
definition of “Indemnifiable Tax” in Section 14 of this Agreement, in relation
to Payments by 












 


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


Part 3


Agreement to
Deliver Documents


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


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


	
  Party Required

  	
   

  	
   

  	
   

  	
  Date by

  	
   

  	
  Covered by

  
	
  to Deliver

  	
   

  	
  Form/Document/

  	
   

  	
  which to be

  	
   

  	
  §(3)(d)

  
	
  Documents

  	
   

  	
  Certificate

  	
   

  	
  delivered

  	
   

  	
  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  For Party A, a
  duly

  executed United States

  Internal Revenue Service

  Form W-8BEN and

  W-8ECI (or successor

  thereto) and for Party B,

  IRS Form W-9

  	
   

  	
  (i) Upon execution of the Agreement, (ii) upon
  knowledge that such document is obsolete or inaccurate and (iii) thereafter,
  upon request of the other party.

  	
   

  	
  N/A

  



 


 












 


(b)                                 Other
documents to be delivered are:


	
  Party Required

  to Deliver

  Documents

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by 

  which to be

  delivered

  	
   

  	
  Covered by

  §(3)(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

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

  	
   

  	
  Upon request by Party B after publicly available.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  Quarterly Financial Statements of Party A containing
  unaudited, consolidated financial statements of such party’s fiscal quarter
  prepared in accordance with generally accepted accounting principles in the
  country in which Party A is organized.

  	
   

  	
  Upon request by Party B after publicly available.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

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

  	
   

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

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Legal opinion in a form satisfactory to the other
  party.

  	
   

  	
  Upon or promptly following execution of the
  Agreement.

  	
   

  	
  No

  



 












 


Part 4


Miscellaneous


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

Address for notices or communications to Party A:




	
  Address:

  	
  Bank of Montreal

  
	
   

  	
  130 Adelaide Street West, Suite 500

  
	
   

  	
  Toronto, Ontario   M5H 4E1

  
	
   

  	
  Canada

  
	
   

  	
   

  
	
  Attention:

  	
  Manager, Confirmations

  
	
  Facsimile:

  	
  (416) 867 4778/6827

  
	
  Telephone:

  	
  (416) 867 7173

  






 


Any other notice sent to Party B (including without limitation, any
notice in connection with Section 5, 6 or 9(b)) shall be copied to the
following address:




	
  Address:

  	
  Bank of Montreal

  
	
   

  	
  24th Floor

  
	
   

  	
  100 King Street West

  
	
   

  	
  Toronto, Ontario M5X 1H3

  
	
   

  	
   

  
	
  Attention:

  	
  Managing Director, Documentation

  
	
  Telephone:

  	
  (416) 867-4710

  
	
  Facsimile:

  	
  (416) 956-2318

  
	
   

  	
   

  






 


(For all purposes).


Address for notices or communications to Party B:




	
  Address:

  	
  GE Capital Credit Card Master Note Trust

  
	
   

  	
  c/o General Electric Capital Corporation, as
  Administrator

  
	
   

  	
  777 Long Ridge Road, Building B

  
	
   

  	
  Stamford, CT 06927

  
	
   

  	
   

  
	
  Attention:

  	
  Manager Operations - Securitization

  
	
  Telephone:

  	
  203-585-6838

  
	
  Facsimile:

  	
  203-585-6564

  






 


Address for notices or communications to Fitch:


Fitch Ratings

Attn:  Cynthia Ullrich

1 State Street Plaza 32 FL

New York, NY 10004

cynthia.ullrich@fitchratings.com

cc: 
surveillance-abs-consumer@fitchratings.com

Fax:212-514-9879












 


Telephone:212-908-0609


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


Party A appoints as its Process Agent: its Office at 3
Times Square, New York, New York  10036


Party B appoints as its Process Agent:  Not applicable.


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


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


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


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


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


Party B:      Not
applicable.


(g)                                 Credit
Support Provider.


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


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


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


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


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


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


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


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


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


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


(i)            Non-Reliance.  It is acting for its own account, and it has
made its own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication
(written or oral) or the other party as 












 


investment advice or as a recommendation to
enter into that Transaction, it being understood that information and
explanations related to the terms and conditions of a Transaction will not be
considered investment advice or a recommendation to enter into that
Transaction.  No communication (written
or oral) received from the other party will be deemed to be an assurance or
guarantee as to the expected results of that Transaction.


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


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


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


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


Part 5


Other Provisions


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


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












 


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


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


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


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


(f)                                    Definitions.  Reference is hereby made to the 2000 ISDA
Definitions (the “2000 Definitions”), as published by the International Swaps
and Derivatives Association, Inc. (“ISDA”), which are hereby incorporated by
reference herein and shall be deemed to be incorporated in each Confirmation
hereunder, unless otherwise specified in a Confirmation. Any terms used and not
otherwise defined herein which are contained in the 2000 Definitions shall have
the meaning set forth therein. 
Capitalized terms used and not otherwise defined herein or in the
Agreement or the 2000 Definitions shall have the meanings assigned to them in
the Indenture, dated as of September 25, 2003, among Party B, as Issuer, and
Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by
the Series 2007-1 Indenture Supplement, dated as of the date hereof, as amended
or supplemented from time to time (collectively, the “Indenture”).


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


(h)                                 Waiver of Contractual Right of Setoff.  Without affecting the provisions of this
Agreement requiring the calculation of certain net payment or closeout amounts,
notwithstanding any provision of this Agreement or any other existing or future
agreement, each party irrevocably waives any and all contractual rights it may
have to set off, recoup or otherwise withhold or suspend or condition payment
or performance of any obligation between the two parties hereunder against any
obligations between the two parties under any other agreements.


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












 


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


(k)                                  Amendment to Indenture.  Party B agrees that it shall not amend,
modify or waive any provisions in the Indenture (or the Servicing Agreement)
without the consent of Party A if such amendment, modification or waiver would
materially adversely affect the value of any Transactions to Party A or any of
Party A’s rights or obligations under this Agreement or any Transaction, modify
the obligations of Party B under this Agreement or any Transaction, or impair the
ability of Party B to fully perform any of Party B’s obligations, under this
Agreement or any Transaction, as determined by Party B in its sole
discretion.  Party B agrees to provide
notice of any such amendment, modification or waiver to Party A and copies of
any other amendments, modifications or waivers following the execution thereof.


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


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


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


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


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


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












 


(r)            Transfers.


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


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


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


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


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


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


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


(ii)           “Eligible Firm Offer” means, with respect
to one or more Terminated Transactions, a Firm Offer which is (1) made by a
leading dealer in the relevant market selected by Party B (a “Reference Market-maker”) that satisfies
the Counterparty Ratings Requirement, (2) for an amount that would be paid to
Party B (expressed as a negative number) or by Party B (expressed as a positive
number) in consideration of an agreement between Party B and such Reference
Market-maker to enter into a Replacement Transaction that would have the effect
of preserving












 


for such party the economic equivalent of any
payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition
precedent) by the parties under Section 2(a)(i) in respect of such Terminated
Transactions or group of Terminated Transactions that would, but for the
occurrence of the relevant Early Termination Date, have been required after
that Date, (3) made on the basis that Unpaid Amounts in respect of the
Terminated Transaction or group of Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included and
(4) made in respect of a Replacement Transaction with terms substantially the
same as those of this Agreement (save for the exclusion of provisions relating
to Transactions that are not Terminated Transactions).












 


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


	
  

  	
  BANK OF MONTREAL

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ T. O’Driscoll

  
	
   

  	
   

  	
  Name: 

  	
  T. O’Driscoll

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  Documentation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank
  of New York (Delaware), not in

  
	
   

  	
   

  	
  its
  individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JoAnn C. DiOssi

  
	
   

  	
   

  	
  Name:

  	
  JoAnn C. DiOssi

  
	
   

  	
   

  	
  Title:

  	
  Vice President