SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) June 17, 2004

GE Capital Credit Card Master Note Trust
RFS Holding, L.L.C.
RFS Funding Trust

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

		57-1173164 (RFS Holding, L.L.C.)
		06-1495145 (RFS Funding Trust)
333-107495, 333-107495-01, 333-107495-02		20-0268039 (GE Capital Credit Card Master Note Trust)
(Commission File Number)		(I.R.S. Employer Identification No.)

1600 Summer Street, Stamford, CT		06927
(Address of Principal Executive Offices)		(Zip Code)

(203) 585-6669 (RFS Holding, L.L.C.)
(203) 585-6586 (RFS Funding Trust)
(203) 585-6586 (GE Capital Credit Card Master Note Trust)
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

Issuance of Series 2004-1 Notes

On June 23, 2004, GE Capital Credit Card Master Note Trust (the “Issuer”) issued $790,000,000 Class A Series 2004-1 Floating Rate Asset Backed Notes, $110,000,000 Class B Series 2004-1 Floating Rate Asset Backed Notes and $52,500,000 Class C Series 2004-1 Floating Rate Asset Backed Notes (collectively, the “Notes”) described in a Prospectus Supplement dated June 15, 2004 to Prospectus dated June 15, 2004.

Use of Proceeds

The public offering was made under the registration statement (the “ Registration Statement ”) on Form S-3 filed with the Securities and Exchange Commission by GE Capital Credit Card Master Note Trust, RFS Holding, L.L.C. and RFS Funding Trust, which became effective on May 21, 2004 and was assigned commission file numbers 333-107495, 333-107495-01 and 333-107495-02.

The public offering terminated on June 23, 2004 upon the sale of all of the Notes. The underwriters of the Class A Notes were J.P. Morgan Securities Inc., Credit Suisse First Boston, ABN AMRO Incorporated, Banc of America Securities LLC and Lehman Brothers. The underwriters of the Class B Notes were J.P. Morgan Securities Inc. and Credit Suisse First Boston. The underwriters of the Class C Notes were J.P. Morgan Securities Inc. and Credit Suisse First Boston.

During the period from the effective date of the Registration Statement, through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the publicly offered and sold Notes with respect to underwriting commissions and discounts was $1,382,500, $247,500 and $157,500 for the Class A Notes, Class B Notes and Class C Notes, respectively. After deducting the underwriting discounts described in the preceding sentence, the net offering proceeds to the Issuer before expenses for the Class A Notes, Class B Notes and Class B Notes, respectively, are $788,617,500, $109,752,500 and $52,342,500, respectively. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $1,000,000 and net proceeds to the Issuer, after deduction of expenses, are reasonably estimated to be $949,712,500. With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Issuer, or (b) owners of 10 percent or more of any class of securities of the Issuer.

Amendments

The following amendments were entered into by the Registrants on June 17, 2004:

(1) Third Amendment to Receivables Purchase and Contribution Agreement, dated as of June 17, 2004 between RFS Holding, L.L.C. and RFS Funding Trust;

(2) Second Amendment to Transfer Agreement, dated as of June 17, 2004 between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust; and

(3) Second Amendment to Master Indenture, dated as of June 17, 2004. between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas.

Item 7. Financial Statements and Exhibits.

Exhibit No.	Document Description

(a)	Not applicable
(b)	Not applicable
(c)	Exhibit 1.1	Underwriting Agreement, dated as of June 15, 2004, among RFS Holding, L.L.C., RFS Funding Trust, and J.P. Morgan Securities Inc. and Credit Suisse First Boston, as representatives of the underwriters

	Exhibit 4.1	Series 2004-1 Indenture Supplement, dated as of June 23, 2004, between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas, as indenture trustee, including form of GE Capital Credit Card Master Note Trust Series 2004-1 Floating Rate Asset Backed Notes

	Exhibit 4.2	Third Amendment to Receivables Purchase and Contribution Agreement, dated as of June 17, 2004 between RFS Holding, L.L.C. and RFS Funding Trust

	Exhibit 4.3	Second Amendment to Transfer Agreement, dated as of June 17, 2004 between RFS Holding, L.L.C. and GE Capital Credit Card Master Note Trust

	Exhibit 4.4	Second Amendment to Master Indenture, dated as of June 17, 2004. between GE Capital Credit Card Master Note Trust and Deutsche Bank Trust Company Americas

	Exhibit 4.5	ISDA Master Agreement, dated June 23, 2004 between AIG Financial Products Corp. and GE Capital Credit Card Master Note Trust

	Exhibit 4.6	Schedule A to ISDA Master Agreement, dated June 23, 2004, between AIG Financial Products Corp. and GE Capital Credit Card Master Note Trust

	Exhibit 4.7	Class A Confirmation for U.S. Dollar Interest Rate Swap Transaction under ISDA Master Agreement, dated June 23, 2004, between AIG Financial Products Corp. and GE Capital Credit Card Master Note Trust

	Exhibit 4.8	Class B Confirmation for U.S. Dollar Interest Rate Swap Transaction under ISDA Master Agreement, dated June 23, 2004, between AIG Financial Products Corp. and GE Capital Credit Card Master Note Trust

	Exhibit 4.9	Class C Confirmation for U.S. Dollar Interest Rate Swap Transaction under ISDA Master Agreement, dated June 23, 2004, between Barclays Bank PLC and GE Capital Credit Card Master Note Trust

	Exhibit 4.10	Guarantee, dated as of June 23, 2004, by American International Group, Inc., in favor of GE Capital Credit Card Master Note Trust

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST
	(as Co-Registrant)

	By:	General Electric Capital Corporation,
		as Administrator


Dated: July 2, 2004	By:	/s/ Iain J. Mackay
		Name: Iain J. Mackay
		Title: Vice President


	RFS Holding, L.L.C.
	(Co-Registrant)


Dated: July 2, 2004	By:	/s/ Iain J. Mackay
		Name: Iain J. Mackay
		Title: Chief Financial Officer and Principal Financial Officer


	RFS FUNDING TRUST
	(as Co-Registrant)

	By: RFS Holding, L.L.C., as sole beneficiary of RFS Funding Trust


Dated: July 2, 2004	By:	/s/ Iain J. Mackay
		Name: Iain J. Mackay
		Title: Chief Financial Officer and Principal Financial Officer

Exhibit 1.1

RFS HOLDING, L.L.C

GE CAPITAL CREDIT CARD MASTER NOTE TRUST

SERIES 2004-1 ASSET BACKED NOTES

$790,000,000 Class A Notes

$110,000,000 Class B Notes

$52,500,000 Class C Notes

UNDERWRITING AGREEMENT

Credit Suisse First Boston LLC

11 Madison Avenue

New York, New York 10010, and

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

each acting on behalf of itself and

as the Representatives of the several

Underwriters named in Schedule A hereto

(together, the “ Representatives ”)

June 15, 2004

Ladies and Gentlemen:

RFS Holding, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (the “ Company ”), proposes to cause GE Capital Credit Card Master Note Trust (the “ Issuer ”) to issue $790,000,000 aggregate principal amount of Class A Asset Backed Notes, Series 2004-1 (the “ Class A Notes ”), $110,000,000 aggregate principal amount of the Class B Asset Backed Notes, Series 2004-1 (the “ Class B Notes ”) and $52,500,000 aggregate principal amount of the Class C Asset Backed Notes, Series 2004-1 (the “ Class C Notes ”, and together with the Class A Notes and the Class B Notes, the “ Offered Notes ”). The offering of the Offered Notes by the Underwriters pursuant to this Agreement is referred to herein as the “ Note Offering ”. The Company is a wholly-owned subsidiary of RFS Holding, Inc. (“ Holding ”).

The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003 (the “ Trust Agreement ”), between the Company and The Bank of New York (Delaware), as owner trustee (the “ Owner Trustee ”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003. The Offered Notes will be

issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004 and June 15, 2004 (as heretofore amended, the “ Master Indenture ”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Series 2004-1 Indenture Supplement with respect to the Offered Notes, dated as of June 23, 2004 (the “ Indenture Supplement ” and, together with the Master Indenture, the “ Indenture ”).

The primary asset of the Issuer is a certificate (the “ Note Trust Certificate ”) representing a beneficial interest in the assets held in RFS Funding Trust, issued pursuant to the Amended and Restated Trust Agreement, dated as of December 19, 2002, as amended and restated as of June 27, 2003, and as further amended as of February 9, 2004 (as heretofore amended, the “ RFS Funding Trust Agreement ”), among the Company, Holding and Deutsche Bank Trust Company Delaware, as trustee (the “ RFS Funding Trust Trustee ”). The assets of RFS Funding Trust include, among other things, certain amounts due (the “ Receivables ”) on a pool of private label credit card accounts of Monogram Credit Card Bank of Georgia (the “ Bank ”).

The Receivables are transferred to RFS Funding Trust pursuant to the Receivables Purchase and Contribution Areement, dated as of June 27, 2003, and as amended as of September 25, 2003, February 9, 2004 and as of June 15, 2004 (as heretofore amended, the “ RPCA ”) between the Company and RFS Funding Trust. The Receivables transferred to RFS Funding Trust by the Company are acquired by the Company from the Bank pursuant to a Receivables Sale Agreement, dated as of June 27, 2003, and as amended as of February 9, 2004 (as heretofore amended, the “ Receivables Sale Agreement ”), between the Company and the Bank. The Note Trust Certificate has been transferred by the Company to the Issuer pursuant to the Transfer Agreement, dated as of September 25, 2003, and as amended as of February 9, 2004 and as of June 15, 2004 (as heretofore amended, the “ Transfer Agreement ”), among the Company and the Issuer. The Bank has agreed to conduct the servicing, collection and administration of the Receivables owned by RFS Funding Trust or the Issuer pursuant to a Servicing Agreement, dated as of June 27, 2003 (the “ Servicing Agreement ”) among RFS Funding Trust, the Issuer and the Bank.

Pursuant to a Supplemental Contribution Agreement, to be dated as of the date hereof (the “ Supplemental Contribution Agreement ”), between Holding and General Electric Capital Services, Inc. (“ GECS ”), GECS has agreed to make capital contributions to Holding in the event that Holding is obligated to make payments to the Underwriters pursuant to this Agreement and Holding does not otherwise have funds available to make such payments.

General Electric Capital Corporation (“ GECC ”) has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer Agreement, the Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of September 25, 2003 (the “ Administration Agreement ”), between GECC, as administrator (in such capacity, the “ Administrator ”), the Issuer and The Bank of New York (Delware), as Owner Trustee. The Trust Agreement, the RFS Funding Trust Agreement, the Indenture, the RPCA, the Transfer Agrement, the Receivables Sale Agreement, the Servicing Agreement, the Contribution Agreement (as defined herein), the Supplemental Contribution Agreement and the Administration Agreement are referred to herein, collectively, as the “ Program Documents .”

This Underwriting Agreement is referred to herein as this “ Agreement .” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Program Documents.

The Company and Holding hereby agree, severally and not jointly, with the underwriters for the Class A Notes listed on Schedule A hereto (the “ Class A Underwriters ”), the underwriters for the Class B Notes listed on Schedule A hereto (the “ Class B Underwriters ”) and the underwriters for the Class C Notes listed on Schedule A hereto (the “ Class C Underwriters ” and, together with the Class A Underwriters and the Class B Underwriters, the “ Underwriters ”) as follows:

1. Representations and Warranties . The Company represents and warrants to and agrees with the Underwriters, as of the date hereof, that:

(a) A registration statement on Form S-3 (Nos. 333-107495, 333-107495-01 and 333-107495-02), including a form of prospectus and such amendments thereto as may have been filed prior to the date hereof, relating to the Offered Notes and the offering thereof in accordance with Rule 415 under the Securities Act of 1933, as amended (the “ Act ”), has been filed with, and has been declared effective by, the Securities and Exchange Commission (the “ Commssion ”). If any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. For purposes of this Agreement, “ Effective Time ” means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, and “ Effective Date ” means the date of the Effective Time. Such registration statement, as amended at the Effective Time, is hereinafter referred to as the “ Registration Statement .” The Company proposes to file with the Commission pursuant to Rule 424(b) (“ Rule 424(b) ”) under the Act a supplement (the “ Prospectus Supplement ”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “ Base Prospectus ”) relating to the Offered Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, are hereinafter referred to as the “ Prospectus ”.

(b) The Registration Statement, as of the Effective Date conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; on the date of this Agreement, the Registration Statement and the Prospectus, conform, and as of the time of filing the Prospectus pursuant to Rule 424(b), the Prospectus will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and of the Trust Indenture Act of 1939, as amended; the Registration Statement, at the Effective Time, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, as of its date, and as of the time of filing pursuant to Rule 424(b), and as of the Closing Date, will not include any untrue statement of a material fact or omit to state

a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from such Registration Statement or such Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for use in the preparation thereof, which information consists of the Underwriters’ Information (as defined herein).

(c) The Offered Notes will conform to the description thereof contained in the Prospectus and as of the Closing Date will be duly and validly authorized and, when validly executed, countersigned, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be validly issued and outstanding and entitled to the benefits of the related Indenture.

(d) Neither the issuance nor sale of the Notes of the Offered Notes nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof, will conflict with any statute, order or regulation applicable to the Company with respect to the offering of the Notes by any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company or with any organizational document of the Company or any instrument or any agreement under which the Company is bound or to which it is a party.

(e) This Agreement has been duly authorized, executed and delivered by the Company.

2. Purchase and Sale .

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class A Underwriters, and the Class A Underwriters agree to purchase from the Company, at a purchase price of 99.825% of the principal amount thereof, $790,000,000 aggregate principal amount of the Class A Notes, each Class A Underwriter to purchase the amounts shown on Schedule A hereto.

(b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class B Underwriters, and the Class B Underwriters agree to purchase from the Company, at a purchase price of 99.775% of the principal amount thereof, $110,000,000 aggregate principal amount of the Class B Notes, each Class B Underwriter to purchase the amounts shown on Schedule A hereto.

(c) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Class C Underwriters, and the Class C Underwriters agree to purchase from the Company, at a purchase price of 99.700% of the principal amount thereof, $52,500,000 aggregate principal amount of the Class C Notes, each Class B Underwriter to purchase the amounts shown on Schedule A hereto.

(d) The parties hereto agree that settlement for all securities pursuant to this Agreement shall take place on the terms set forth herein and therein and not as set forth in Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

3. Delivery and Payment . Delivery of and payment for the Offered Notes shall be made at the offices of Mayer, Brown, Rowe & Maw LLP, New York, New York, at 10:00 A.M., New York City time, on the “Closing Date” specified in the Indenture Supplement, which date and time may be postponed by agreement between the Underwriters and the Company (such date and time being herein called the “ Closing Date ”). Delivery of such Offered Notes shall be made to the Underwriters against payment by the Underwriters of the purchase price thereof to or upon the order of the Company by wire transfer in federal or other immediately available funds or by check payable in federal funds, as the Company shall specify no later than five full business days prior to such Closing Date. Unless delivery is made through the facilities of The Depository Trust Company, the Offered Notes shall be registered in such names and in such authorized denominations as the Underwriters may request not less than two full business days in advance of the Closing Date.

The Company agrees to notify the Underwriters at least two business days before the Closing Date of the exact principal balance evidenced by the Offered Notes and to have such Offered Notes available for inspection in New York, New York, no later than 12:00 noon, New York City time on the business day prior to the Closing Date.

4. Offering by the Underwriters . It is understood that the Underwriters propose to offer the Offered Notes for sale to the public as set forth in the Prospectus.

5. Agreements . The Company agrees with each Underwriter that:

(a) The Company will cause the Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the Act by means reasonably calculated to result in filing with the Commission pursuant to such rule, and prior to the termination of the Note Offering, also will advise the Underwriter of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or preventing the offer and sale of the Notes.

(b) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will notify the Representatives of such event and prepare and file with the Commission, an amendment or supplement that will correct such statement or omission or an amendment which will effect such compliance.

(c) The Company will furnish to the Representatives, a copy of the related Registration Statement (including exhibits thereto) and, so long as delivery of a

prospectus by the Underwriters or dealers may be required by the Act, as many copies of the Prospectus as the Underwriters may reasonably request.

(d) The Company will furnish such information, execute such instruments and take such actions as may be reasonably requested by the Representatives to qualify the Offered Notes for sale under the laws of such jurisdictions as the Representatives may designate and to maintain such qualifications in effect so long as required for the initial distribution of the Offered Notes; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject.

(e) If the transactions contemplated by this Agreement are consummated, the Company will pay or cause to be paid all expenses incident to the performance of the obligations of the Company under this Agreement, and will reimburse the Underwriters for any reasonable expenses (excluding fees of the Underwriters’ counsel other than the first $160,500 of the fees of such counsel which shall be paid by the Company) reasonably incurred by it in connection with qualification of the Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives have reasonably requested pursuant to Section 5(d), for any fees charged by investment rating agencies for the rating of the Offered Notes, and for expenses incurred in distributing the Prospectus to the Underwriters. If the transactions contemplated by this Agreement are not consummated because any condition to the obligations of the Underwriters set forth in Section 6 is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of default by the Underwriters, the Company will reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriters in connection with the proposed purchase, sale and offering of the Offered Notes. Except as herein provided, the Underwriters shall be responsible for paying all costs and expenses incurred by it, including the fees and disbursements of its counsel, in connection with the purchase and sale of the Offered Notes.

6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Offered Notes shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company contained in this Agreement, to the accuracy of the statements of the Company made in any applicable officers’ certificates pursuant to the provisions hereof, to the performance by the Company of its obligations under this Agreement and to the following additional conditions applicable to the Note Offering:

(a) No stop order suspending the effectiveness of the related Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Company threatened, by the Commission.

(b) The Company shall have furnished to the Representatives a certificate of the Company, signed by the President, any Vice President, or the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Program Documents to which the Company is a party, and that, to the best of such person’s knowledge after reasonable investigation, the representations and warranties of the Company in this Agreement and Program Documents to which the Company is a party are true and correct in all material respects, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

(c) The Representatives shall have received on the Closing Date a signed opinion of Mayer, Brown, Rowe & Maw LLP, special New York counsel for the Company, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware; Holding is a corporation validly existing and in good standing under the laws of the State of Delaware; Edison Asset Securitization, LLC (“ Edison ”) is a limited liability company validly existing and in good standing under the laws of the State of Delaware; and each of the Company, Holding and Edison has full power and authority to enter into and perform its obligations under the Program Documents and to consummate the transactions contemplated thereby;

(ii) neither the execution and delivery by GECC, the Company, Holding, Edison, or RFS Funding Trust of the Program Documents to which each is a party, nor the consummation of any of the transactions contemplated therein, nor the fulfillment of the terms thereof conflict with or violates, results in a material breach of or constitutes a default under the Certificate of Formation or the Limited Liability Company Agreement of the Company, Holding’s Certificate of Incorporation and By-Laws, the Certificate of Formation or the Limited Liability Company Agreement of Edison or the documents relating to Edison’s commercial paper program;

(iii) the execution, delivery and performance by the Bank, GECC, GECS Holding, Edison, RFS Funding Trust, and the Company and the compliance by the Bank, GECC, GECS, Holding, Edison, RFS Funding Trust, and the Company with the terms and provisions of the Program Documents to which each is a party will not violate any law or regulation applicable to such party;

(iv) no approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation by the Company, Holding or the Issuer of the transactions contemplated in the Program Documents, except such as have been made and such as may be required under the blue sky laws of any

jurisdiction inside the United States in connection with the purchase of the Offered Notes by the Underwriters;

(v) subject to the enforceability of any provision in the Program Documents that is governed by Delaware law, including, but not limited to Section 5 of the Contribution Agreement, dated as of June 27, 2003 and amended as of September 25, 2003 by the First Amendment to the Contribution Agreement by and among Holding, GECC, and GECS (as amended, the “ Contribution Agreement ”), each of the Program Documents constitutes a legal, valid and binding obligation of each party that is a party thereto, enforceable against each party in accordance with its terms, except, in each case, as may be limited by (A) any applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, equitable subordination, readjustment of debt and other similar laws now or hereafter in effect affecting creditors’ rights generally, (B) general principles of equity, including, without limitation, concepts of materiality, reasonableness, public policy, good faith, fair dealing and possible unavailability of specific performance, injunctive relief or other equitable relief (regardless of whether applied in a proceeding at law or in equity) and (C) public policy considerations which, among other things, limit or restrict any agreement of any party to the Program Documents relating to indemnification, contribution or exculpation of costs, expenses or liabilities incurred by any indemnified person in connection with the transactions contemplated by such Program Documents;

(vi) each of the Offered Notes is in due and proper form and when executed, authenticated and delivered as specified in the Indenture, and when delivered against payment of the consideration specified herein, it will be validly issued and outstanding, will constitute the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, and will be entitled to the benefits of the Indenture, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors’ rights generally, (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy.

(vii) RFS Funding Trust and the Issuer are not now, and immediately following the issuance of the Offered Notes pursuant to the Indenture will not be, required to be registered under the Investment Company Act of 1940, as amended;

(viii) the Registration Statement has become effective under the Act, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) thereunder in the manner and within the time period required by Rule 424(b); to

the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement and the Prospectus and no proceedings for that purpose have been instituted;

(ix) the statements in the Base Prospectus under the heading “ Material Legal Aspects of the Receivables ” and “ ERISA Considerations ” and the statements in the Prospectus Supplement under the heading “ Structural Summary—ERISA Considerations ” to the extent they constitute matters of law or legal conclusions with respect thereto, to the best of such counsel’s knowledge are correct in all material respects;

(x) the Program Documents and the Offered Notes conform in all material respects to the descriptions thereof contained in the Prospectus;

(xi) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and complies as to form with the Trust Indenture Act of 1939 and the rules and regulations of the Commission thereunder;

(xii) each of the Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the rules and regulations under the Act, except that such counsel expresses no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and, except as, and to the extent set forth in paragraphs (viii) and (ix), such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus.

(d) The Representatives shall have received on the Closing Date a signed opinion of Ricky B.W. Davis, counsel for the Bank, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Bank is (A) duly organized and validly existing as a bank in good standing under the laws of the State of Georgia and (B) duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of its business or the ownership, lease or operation of its property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations under the Servicing Agreement, the Receivables Sale Agreement, and the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, by and among the Bank, the Issuer, RFS Funding Trust, the Company, the RFS Funding Trust Trustee, the Indenture Trustee, and Holding (the “ Omnibus Amendment ”);

(ii) the Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under the Servicing Agreement, the

Receivables Sale Agreement, and the Omnibus Amendment and to consummate the transactions provided for therein;

(iii) the execution, delivery and performance by the Bank of the Servicing Agreement, the Receivables Sale Agreement, and the Omnibus Amendment and the consummation of the transactions provided for therein have been duly authorized by all requisite corporate action on the part of the Bank;

(iv) each of the Servicing Agreement, the Receivables Sale Agreement, and the Omnibus Amendment has been duly executed and delivered by a duly authorized officer of the Bank;

(v) the execution, delivery and performance by the Bank of each of the Servicing Agreement, the Receivables Sale Agreement, and the Omnibus Amendment, and the consummation by the Bank of the transactions provided for therein, do not and will not (A) contravene, violate or constitute a default under any provision of the certificate of incorporation or By-laws of the Bank, (B) to the best of such counsel’s knowledge, contravene or violate any judgment, injunction, order or decree, to which the Bank or its property is subject, (C) to the best of such counsel’s knowledge, result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any property or assets of the Bank, except as contemplated by the Servicing Agreement, the Receivables Sale Agreement, and the Omnibus Amendment, or (D) contravene violate, conflict with or constitute a default under any agreement, lease, indenture, trust, deed, mortgage, or other instrument of which such counsel is aware to which the Bank is a party or by which the Bank is bound.

(e) The Representatives shall have received on the Closing Date a signed opinion of Michael P. Paolillo, Senior Vice President and Counsel, Capital Markets for GE Consumer Finance, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives to the effect that:

(i) each of GECC and GECS is validly existing and in good standing as a corporation under the laws of the State of Delaware and has the corporate power and authority to transact the business in which it is now engaged and to enter into and to perform all of its obligations under the Service Performance Guaranty, dated as of June 27, 2003, by GECC (the “ Service Performance Guaranty ”), the Administration Agreement, the Contribution Agreement, the Supplemental Contribution Agreement and the Intercreditor Agreement, dated as of September 25, 2003, by and among Edison, RFS Funding Trust, and the Indenture Trustee, including GECC’s acknowledgment thereto (the “ Intercreditor Agreement ”) to which it is a party in the various capacities set forth therein;

(ii) the execution, delivery and performance by each of GECC and GECS of the Service Performance Guaranty, the Administration Agreement, the Contribution Agreement, the Supplemental Contribution Agreement and the

Intercreditor Agreement to which it is a party and the consummation by GECC and GECS of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of GECC and GECS;

(iii) the Service Performance Guaranty, the Administration Agreement, the Contribution Agreement, the Supplemental Contribution Agreement and the Intercreditor Agreement have been duly and validly executed and delivered by GECC and GECS;

(iv) the execution and delivery by each of GECC and GECS of the Service Performance Guaranty, the Administration Agreement, the Contribution Agreement, the Supplemental Contribution Agreement and the Intercreditor Agreement to which it is a party and the consummation of the transactions contemplated thereby will not conflict with, result in a breach of any of the terms and provisions of, constitute (with or without notice or lapse of time) a default under (A) the certificate of incorporation or By-laws of GECC or, with respect to the Contribution Agreement and the Supplemental Contribution Agreement, GECS, (B) to such counsel’s knowledge, and without any special investigation for this purpose, any material indenture, contract, lease, mortgage, deed of trust or other instrument of agreement to which GECC or, with respect to the Contribution Agreement, GECS is a party or by which GECC or, with respect to the Contribution Agreement and the Supplemental Contribution Agreement, GECS is bound, or (C) to such counsel’s knowledge and without any special investigation for this purpose, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority having jurisdiction over GECC or, with respect to the Contribution Agreement and the Supplemental Contribution Agreement, GECS.

(f) The Representatives shall have received on the Closing Date a signed opinion of Richards, Layton & Finger, special Delaware counsel for the RFS Funding Trust Trustee, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the RFS Funding Trust Trustee is duly incorporated and validly existing in good standing as a banking corporation under the laws of the State of Delaware;

(ii) the RFS Funding Trust Trustee has the power and authority to execute, deliver and perform its obligations under the RFS Funding Trust Agreement and as trustee under the Administration Agreement, and to consummate the transaction contemplated thereby;

(iii) the RFS Funding Trust Trustee has duly authorized, executed and delivered the RFS Funding Trust Agreement and the Administration Agreement, as trustee, and the RFS Funding Trust Agreement constitutes a legal, valid and

binding obligation of the RFS Funding Trust Trustee, enforceable against the RFS Funding Trust Trustee in accordance with its terms;

(iv) neither the execution, delivery and performance by the RFS Funding Trust Trustee of the RFS Funding Trust Agreement, the Administration Agreement, as trustee, or the consummation of the transaction contemplated thereby, (A) is in violation of the articles of association or bylaws of the RFS Funding Trust Trustee or of any law, governmental rule or regulation of the State of Delaware or of the federal laws of the United States governing the trust powers of the RFS Funding Trust Trustee and (B) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the RFS Funding Trust Trustee.

(g) The Representatives shall have received on the Closing Date a signed opinion of Richards, Layton & Finger, special Delaware counsel for RFS Funding Trust, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) RFS Funding Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq., and has the power and authority under the RFS Funding Trust Agreement and the Delaware Statutory Trust Act to execute, deliver and perform its obligations under the RPCA, the Indenture Security Agreement, dated as of September 25, 2003, between RFS Funding Trust and the Indenture Trustee (the “ Indenture Security Agreement ”), the Intercreditor Agreement, and the Omnibus Amendment;

(ii) the RPCA, the Indenture Security Agreement, the Intercreditor Agreement and the Owner Interest Certificate and the Note Trust Certificate issued by RFS Funding Trust on June 27, 2003 (the “Certificates”) have been duly authorized and executed by RFS Funding Trust, and the Omnibus Amendment has been duly authorized and executed by RFS Funding Trust;

(iii) the RFS Funding Trust Agreement is a legal, valid and binding obligation of Holding, the Company and the RFS Funding Trust Trustee, enforceable against Holding, the Company and the RFS Funding Trust Trustee, in accordance with its terms;

(iv) neither the execution, delivery or performance by RFS Funding Trust of the RPCA, the Indenture Security Agreement, the Intercreditor Agreement or the Omnibus Amendment, nor the consummation by RFS Funding Trust of any of the transactions contemplated thereby, (A) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to,

the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State, or (B) is in violation of the RFS Funding Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to RFS Funding Trust;

(v) under § 3805 (b) and (c) of the Delaware Statutory Trust Act, (A) no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of RFS Funding Trust except in accordance with the terms of the RFS Funding Trust Agreement, and (B) except to the extent otherwise provided in the RFS Funding Trust Agreement, a Certificateholder (including the Company in its capacity as such) has no interest in specific RFS Funding Trust property;

(vi) under the Delaware Statutory Trust Act, RFS Funding Trust is a separate legal entity and, assuming that the Transfer Agreement conveys good title to the RFS Funding Trust Estate to RFS Funding Trust as a true sale and not as a security arrangement, RFS Funding Trust rather than the Certificateholders will hold whatever title to RFS Funding Trust property as may be conveyed to it from time to time pursuant to the Transfer Agreement, except to the extent that RFS Funding Trust has taken action to dispose of or otherwise transfer or encumber any part of RFS Funding Trust property;

(vii) under § 3808 (a) and (b) of the Delaware Statutory Trust Act, RFS Funding Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of RFS Funding Trust, except to the extent otherwise provided in the RFS Funding Trust Agreement.

(h) The Representatives shall have received on the Closing Date a signed opinion of Richards, Layton & Finger, counsel for the Owner Trustee, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Owner Trustee is duly incorporated and is validly existing and in good standing as a banking corporation under the laws of the State of Delaware;

(ii) the Owner Trustee has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and as trustee under the Administration Agreement, and to consummate the transactions contemplated thereby;

(iii) the Owner Trustee has duly authorized, executed and delivered the Trust Agreement and the Administration Agreement, as trustee, and the Trust

Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms;

(iv) neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, the Administration Agreement, as trustee, nor the consummation of any of the transactions by the Owner Trustee contemplated thereby, (A) is in violation of the charter or bylaws of the Owner Trustee or of any law, governmental rule or regulation of the State of Delaware or of the federal laws of the United States governing the trust powers of the Owner Trustee and (B) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States governing the trust powers of the Owner Trustee.

(i) The Representatives shall have received on the Closing Date a signed opinion of Richards, Layton & Finger, special Delaware counsel for the Issuer, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Issuer has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq ., and has the power and authority under the Trust Agreement and the Delaware Statutory Trust Act to execute, deliver and perform its obligations under the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, dated as of September 25, 2003, among the Indenture Trustee, the Issuer, and the Custodian (the “ Custody and Control Agreement ”), the Transfer Agreement and the Omnibus Amendment;

(ii) the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, the Transfer Agreement, the Offered Notes to be issued by the Issuer on the Closing Date, and the Certificates have been duly authorized and executed by the Issuer, and the Omnibus Amendment has been duly authorized and executed by the Issuer;

(iii) the Trust Agreement is a legal, valid and binding obligation of the Company and the Owner Trustee, enforceable against the Company and the Owner Trustee, in accordance with its terms;

(iv) neither the execution, delivery or performance by the Issuer of the Indenture, the Administration Agreement, the Servicing Agreement, the Custody and Control Agreement, the Transfer Agreement or the Omnibus Amendment, nor the consummation by the Issuer of any of the transactions contemplated thereby, (A) requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of

the State of Delaware, other than the filing of the certificate of trust with the Secretary of State, or (B) is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Issuer;

(v) under § 3805 (b) and (c) of the Delaware Statutory Trust Act, (A) no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer except in accordance with the terms of the Trust Agreement, and (B) except to the extent otherwise provided in the Trust Agreement, a Certificateholder (including the Company in its capacity as such) has no interest in specific Issuer property;

(vi) under the Delaware Statutory Trust Act, the Issuer is a separate legal entity and, assuming that the Transfer Agreement conveys good title to the Issuer Estate (as defined in the Trust Agreement) to the Issuer as a true sale and not as a security arrangement, the Issuer rather than the Certificateholders will hold whatever title to the Issuer property as may be conveyed to it from time to time pursuant to the Transfer Agreement, except to the extent that the Issuer has taken action to dispose of or otherwise transfer or encumber any part of the Issuer property;

(vii) under § 3808 (a) and (b) of the Delaware Statutory Trust Act, the Issuer may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Issuer, except to the extent otherwise provided in the Trust Agreement.

(j) The Representatives shall have received on the Closing Date a signed opinion of Winston & Strawn LLP, special New York counsel for the Indenture Trustee, in form and substance reasonably satisfactory to the Representatives and counsel to the Representatives, dated the Closing Date and addressed to the Representatives, to the effect that:

(i) the Indenture Trustee is a banking corporation and trust company validly existing under the laws of the State of New York;

(ii) the Indenture Trustee has the requisite power and authority to execute and deliver the Indenture and the Intercreditor Agreement, the Indenture Security Agreement, the Omnibus Amendment, and the Custody and Control Agreement and to perform its obligations under the Indenture and the Intercreditor Agreement, the Indenture Security Agreement, the Omnibus Amendment, and the Custody and Control Agreement, and has taken all necessary action to authorize the execution, delivery and performance of the Indenture and the Other Agreements;

(iii) the Indenture Trustee is duly authorized and empowered to exercise trust powers under applicable law;

(iv) the Indenture and the Intercreditor Agreement, the Indenture Security Agreement, the Omnibus Amendment, and the Custody and Control Agreement have been duly executed and delivered by the Indenture Trustee and constitute the legal, valid, and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with their respective terms, except that certain of such obligations may be enforceable against the Collateral;

(v) the Offered Notes, delivered on the date hereof have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture;

(vi) neither the execution, delivery or performance by the Indenture Trustee of the Indenture and the Intercreditor Agreement, the Indenture Security Agreement, the Omnibus Amendment, and the Custody and Control Agreement require approval, authorization or other action by or filing with any governmental authority of the Unites States, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee;

(vii) the execution, delivery and performance (A) by the Indenture Trustee of the Indenture and the Intercreditor Agreement, the Indenture Security Agreement, the Omnibus Amendment, and the Custody and Control Agreement, and the authentication of the Offered Notes by the Indenture Trustee do not conflict with or result in a violation of (1) any law or regulation of the United States or the State of New York law governing the banking or trust powers of the Indenture Trustee, or (2) the organization certificate as amended or By-laws as amended of the Indenture Trustee.

(k) The Representatives shall have received on the Closing Date a signed opinion of McKee Nelson LLP, counsel for Credit Suisse First Boston LLC and J.P. Morgan Securities Inc., as Representatives, in form and substance reasonably satisfactory to the Representatives with respect to the validity of the Offered Notes and such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(l) The Representatives shall have received on the Closing Date a signed opinion of Mayer, Brown, Rowe & Maw LLP, special New York counsel for the Company, dated as of the Closing Date, in form and substance satisfactory to the Representatives, relating to certain insolvency and bankruptcy matters and federal income tax matters.

(m) The Representatives shall have received a letter, dated as of the Closing Date or such other date as may be agreed upon between the Representative and the Company, from certified public accountants (who shall be satisfactory to the Representatives), substantially in the form previously approved by the Representatives.

(n) The Offered Notes shall have received the ratings specified in the Prospectus.

(o) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Representatives may reasonably request.

(p) Subsequent to the date of the Prospectus, there shall not have been any material adverse change in the business or properties of the Company which in the Representatives’ reasonable judgment, after consultation with the Company, materially impairs the investment quality of the Offered Notes so as to make it impractical or inadvisable to proceed with the public offering or the delivery of such Offered Notes as contemplated by the Prospectus.

7. Indemnification and Contribution .

(a) The Company and Holding, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or are caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter and person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that (i) neither the Company nor Holding will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or Holding as herein stated by or on behalf of the Underwriters specifically for use in connection with the preparation thereof (the “ Underwriters’ Information ”), and (ii) such indemnity with respect to any Corrected Statement (as defined below) in such Prospectus (or supplement thereto) shall not inure to the benefit of any Underwriter (or any person controlling the Underwriter) from whom the person asserting any loss, claim, damage or liability purchased the Offered Notes that are the subject thereof if such person was not sent a copy of a supplement to such Prospectus at or prior to the confirmation of the sale of such Offered Notes and the untrue statement or omission of a material fact contained in such Prospectus (or supplement thereto) was corrected (a “ Corrected Statement ”) in such other supplement and such supplement was furnished by the Company or Holding to the Underwriters prior to the delivery of such confirmation. This indemnity agreement will be in addition to any liability which the Company or Holding may otherwise have.

Each Underwriter agrees to indemnify and hold harmless the Company, Holding, each of their respective directors and officers who signs the Registration Statement relating to the Offered Notes, and each person who controls the Company or Holding within the meaning of the Act or the Exchange Act to the same extent as the foregoing indemnities from the Company and Holding to the Underwriter, but only with reference to written information furnished to the Company or Holding by or on behalf of the Underwriter specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have. Each of the Company and Holding acknowledges that the statements set forth on the cover page of the Prospectus Supplement on the line across from “Price to public,” in the table listing the Class A Underwriters and the Principal Amount of Class A Notes under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table listing the Class C Underwriters and the Principal Amount of Class C Notes and under the heading “Underwriting” in the Prospectus Supplement, in the table following the third paragraph under the heading “Underwriting” in the Prospectus Supplement and in the penultimate paragraph under the heading “Underwriting” in the Prospectus Supplement constitute the information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus, and the Underwriters confirm that such statements are correct.

(b) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7 except and to the extent of any prejudice to the indemnifying party arising from such failure to provide notice. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence ( it being

understood, however , that the indemnifying party shall not be liable for the expenses of more than one separate counsel approved by the indemnified party in the case of subparagraph (a) or (b) of this Section 7, representing the indemnified parties under subparagraph (a) or (b), who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Unless it shall assume the defense of any proceeding, the indemnifying party shall not be liable for any settlement of any proceeding, effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

(c) If the indemnification provided for in paragraph (a) or (b) of this Section 7 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company, Holding or the Underwriters, on grounds of policy or otherwise, then each indemnifying party shall contribute to the aggregate losses, claims, damages and liabilities to which the Company, Holding and the Underwriters may be subject in such proportion as is appropriate to reflect not only the relative benefits received by the Company and Holding on the one hand and the Underwriters on the other from the offering of the Offered Notes but also the relative fault of the Company and Holding on the one hand and of the Underwriters, on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and Holding on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Offered Notes received by the Company and Holding bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Offered Notes. The relative fault of the Company and Holding on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Holding or by the Underwriters, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(d) The Company, Holding and the Underwriters agree that it would not be just and equitable if contribution pursuant to Section 7(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the

considerations referred to above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(c) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim except where the indemnified party is required to bear such expenses pursuant to Section 7(c); which expenses the indemnifying party shall pay as and when incurred, at the request of the indemnified party, to the extent that the indemnifying party believes that it will be ultimately obligated to pay such expenses. In the event that any expenses so paid by the indemnifying party are subsequently determined to not be required to be borne by the indemnifying party hereunder, the party which received such payment shall promptly refund the amount so paid to the party which made such payment.

Notwithstanding anything to the contrary in Section 7(c), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as that Underwriter, and each person who controls the Company or Holding within the meaning of either the Act or the Exchange Act, each officer of the Company or Holding who shall have signed the Registration Statement and each director of the Company or Holding shall have the same rights to contribution as the Company or Holding, as applicable, subject in each case to the immediately preceding sentence of this paragraph.

(e) Computational Materials and Structural Term Sheets . Each Underwriter represents and warrants to and agrees with the Company, as of the date hereof and as of the Closing Date, that it has not used, and will not use, any Derived Information (as such term is defined below) in connection with the offering of the Offered Notes. For purposes of this Agreement, “ Derived Information ” means the type of information defined as Collateral Term Sheets, Structural Term Sheets or Computational Materials (as such terms are interpreted in the No-Action Letters (as defined below)). The terms “ Collateral Term Sheet ” and “ Structural Term Sheet ” shall have the respective meanings assigned to them in the February 13, 1995 letter (the “ PSA Letter ”) of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities Association (which letter, and the Commission staff’s response thereto, were publicly available February 17, 1995), and with respect to “ Collateral Term Sheet ” includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term “ Computational Materials ” has the meaning assigned to it in the May 17, 1994 letter of Brown & Wood on behalf of Kidder, Peabody & Co., Inc. (which letter, and the Commission staff’s response thereto, were publicly available May 20, 1994) (the “ Kidder Letter ”, and together with the PSA Letter, the “ No-Action Letters ”).

8. Agreement of the Underwriters . Each Underwriter agrees that (i) a printed copy of the Prospectus will be delivered to each person who receives a confirmation of sale prior to or at the same time with such confirmation of sale; (ii) if an electronic copy of the Prospectus is delivered by such Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to such Underwriter by or on behalf of the Company specifically for use by such Underwriter pursuant to this Section 8;

for example, if the Prospectus is delivered to such Underwriter by or on behalf of the Company in a single electronic file in pdf format, then such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in pdf format; and (iii) it has not used, and during the period for which it has an obligation to deliver a “prospectus” (as defined in Section 2(a)(10) of the Act) relating to the Offered Notes (including any period during which such Underwriter has such delivery obligation in its capacity as a “dealer” (as defined in Section 2(a)(12) of the Act)) it will not use, any internet Web site or electronic media containing information for prospective investors, including any internet Web site or electronic media maintained by third parties, in connection with the offering of the Notes, except in compliance with applicable laws and regulations.

9. Default by an Underwriter . If any Underwriter shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining Underwriters shall be obligated to take up and pay for the Offered Notes that the defaulting Underwriter agreed but failed to purchase; provided, however , that in the event that the initial principal balance of Offered Notes that the defaulting Underwriter agreed but failed to purchase shall exceed 10% of the aggregate principal balance of all of the Offered Notes set forth in Exhibit A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes, and if such nondefaulting Underwriters do not purchase all of the Offered Notes, this Agreement will terminate without liability to the nondefaulting Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 9 , the Closing Date for the Offered Notes shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any nondefaulting Underwriter for damages occasioned by its default hereunder.

10. Termination . (a) This Agreement shall be subject to termination by notice given to the Company, if the sale of the Notes provided for herein is not consummated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement. If you terminate this Agreement in accordance with this Section 10, the Company will reimburse you for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and sale of the Offered Notes.

(b) The obligations of the Underwriters to purchase the Offered Notes on the Closing Date shall be terminable by an Underwriter by written notice delivered to the Company and Holding if at any time on or before the Closing Date (a) a general moratorium on commercial banking activities in New York shall have been declared by any of Federal or New York state authorities, (b) trading in securities generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices or ranges of prices, shall be established by such exchange or by order of the Commission, (c) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, the effect of which on the financial

markets of the United States is such as to make it, in such Underwriter’s reasonable judgment, impracticable or inadvisable to market the Offered Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Company under Section 5(e) and Section 7 ) be released and discharged from their respective obligations under this Agreement.

11. Representations and Indemnities to Survive Delivery . The agreements, representations, warranties, indemnities and other statements of the Company, Holding or their respective officers and of the Representatives set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the related Offered Notes. The provisions of Section 7 hereof shall survive the termination or cancellation of this Agreement.

12. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and thereto and their respective successors and the officers, directors and controlling persons referred to in Section 7 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder or thereunder. No purchaser of any Offered Note from the Underwriters shall be deemed a successor or assign by reason of such purchase.

13. APPLICABLE LAW . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

14. Miscellaneous . This Agreement supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof. This Agreement may not be changed, waived, discharged or terminated except by an affirmative written agreement made by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof or thereof.

15. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be delivered to each of them at the address first above written; or if sent to the Company or will be delivered to GE Consumer Finance, 1600 Summer Street, 4 ^th Floor, Stamford, Connecticut 06927, Attention: Michael P. Paolillo, Senior Vice President and Counsel, Capital Markets.

16. Non-Petition Covenant . Notwithstanding any prior termination of this Agreement, the Underwriters shall not acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Company.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Holding and the Underwriters.

Very truly yours,


RFS HOLDING, L.L.C.


By:	/s/ Iain J. Mackay
Name:		Iain J. Mackay
Title:		Chief Financial Officer and Principal
		Financial Officer


RFS HOLDING, INC.


By:	/s/ Iain J. Mackay
Name:		Iain J. Mackay
Title:		Chief Financial Officer and Principal
		Financial Officer

S-1

The foregoing Agreement is

hereby confirmed and accepted

as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC,
individually and as Representative of the several Underwriters

By:		/s/ Michael Mittlemen
Name:		Michael Mittlemen
Title:		Director

J.P. MORGAN SECURITIES INC.,
individually and as Representative of the several Underwriters

By:		/s/ Anthony A. Hermann
Name:		Anthony A. Hermann
Title:		Managing Director

S-2

Schedule A to Underwriting Agreement

Allocation of the Offered Notes

Class A Notes

$790,000,000 aggregate principal amount

Underwriter	Principal Amount Purchased

1. J.P. Morgan Securities Inc.	$	158,000,000

2. Credit Suisse First Boston LLC	$	158,000,000

3. ABN AMRO Incorporated	$	158,000,000

4. Banc of America Securities LLC	$	158,000,000

5. Lehman Brothers Inc.	$	158,000,000

Class B Notes

$110,000,000 aggregate principal amount

Underwriter	Principal Amount Purchased

1. J.P. Morgan Securities Inc.	$	55,000,000

2. Credit Suisse First Boston LLC	$	55,000,000

Class C Notes

$52,500,000 aggregate principal amount

Underwriter	Principal Amount Purchased

1. J.P. Morgan Securities Inc.	$	26,250,000

2. Credit Suisse First Boston LLC	$	26,250,000

Exhibit 4.1

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,

as Issuer

And

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

Series 2004-1 INDENTURE SUPPLEMENT

Dated as of June 23, 2004

TABLE OF CONTENTS

ARTICLE I	Definitions

SECTION 1.1.			Definitions
SECTION 1.2.			Incorporation of Terms

ARTICLE II		Creation of the Series 2004-1 Notes

SECTION 2.1.			Designation

ARTICLE III		REPRESENTATIONS AND WARRANTIES

SECTION 3.1.			Representations and Warranties

ARTICLE IV		Rights of Series 2004-1 Noteholders and Allocation and Application of Collections

SECTION 4.1.			Determination of Interest and Principal
SECTION 4.2.			Establishment of Accounts
SECTION 4.3.			Calculations and Series Allocations
SECTION 4.4.			Application of Available Finance Charge Collections and Available Principal Collections
SECTION 4.5.			Distributions
SECTION 4.6.			Investor Charge-Offs
SECTION 4.7.			Reallocated Principal Collections
SECTION 4.8.			Excess Finance Charge Collections
SECTION 4.9.			Shared Principal Collections
SECTION 4.10.			Reserve Account
SECTION 4.11.			Spread Account
SECTION 4.12.			Investment of Accounts
SECTION 4.13.			Controlled Accumulation Period
SECTION 4.14.			Determination of LIBOR

ARTICLE V		Delivery of Series 2004-1 Notes; Reports to Series 2004-1 Noteholders

SECTION 5.1.			Delivery and Payment for the Series 2004-1 Notes
SECTION 5.2.			Reports and Statements to Series 2004-1 Noteholders

ARTICLE VI		Series 2004-1 Early Amortization Events

SECTION 6.1.			Series 2004-1 Early Amortization Events

ARTICLE VII		Redemption of Series 2004-1 Notes; Final Distributions; Series Termination

SECTION 7.1.			Optional Redemption of Series 2004-1 Notes; Final Distributions
SECTION 7.2.			Series Termination

ARTICLE VIII	Miscellaneous Provisions

SECTION 8.1.			Ratification of Indenture; Amendments
SECTION 8.2.			Form of Delivery of the Series 2004-1 Notes
SECTION 8.3.			Counterparts
SECTION 8.4.			GOVERNING LAW
SECTION 8.5.			Limitation of Liability
SECTION 8.6.			Rights of the Indenture Trustee
SECTION 8.7.			Notice Address for Rating Agencies


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 PAYMENT INSTRUCTIONS AND NOTIFICATION OF THE INDENTURE TRUSTEE
EXHIBIT C		FORM OF MONTHLY NOTEHOLDERS’ STATEMENT
EXHIBIT D		FORM OF MONTHLY SERVICER’S CERTIFICATE
EXHIBIT E-1		FORM OF CLASS A SWAP
EXHIBIT E-2		FORM OF CLASS B SWAP
EXHIBIT E-3		FORM OF CLASS C SWAP

SCHEDULE I		PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

SERIES 2004-1 INDENTURE SUPPLEMENT, dated as of June 23, 2004 (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, between the Transferor, RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, and as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 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 2004-1 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 (a) prior to the RFS Funding Trust Termination Date, an “Addition Date” as such term is defined in the Trust Receivables Purchase Agreement and (b) on or after the RFS Funding Trust Termination Date, 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 2004-1 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

on funds on deposit in 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(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 2004-1 for application as Shared Principal Collections), (ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) and (vii) , 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)(xii) 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 Monthly Interest, (b) the Net Swap Payments, (c) the amount required to be paid pursuant to Section 4.4(a)(i) and (d) the Noteholder Servicing Fee, each with respect to the related Payment Date, and the denominator of which is

the Collateral 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.

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

“ Class A Counterparty ” means AIG Financial Products Corp. 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 $790,000,000.

“ Class A Note Interest Rate ” means a per annum rate of 0.050% in excess of 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.

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

“ Class A Swap Rate ” means 3.736% per annum.

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

“ Class B Counterparty ” means AIG Financial Products Corp. or the counterparty under any interest rate swap with respect to the Class B Notes obtained pursuant to Section 4.15 .

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

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

“ Class B Note Initial Principal Balance ” means $110,000,000.

“ Class B Note Interest Rate ” means a per annum rate of 0.300% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

“ 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) .

“ 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 B Swap ” means an interest rate swap agreement between the Trust and the Class B Counterparty substantially in the form of Exhibit E-2 to this Indenture Supplement, or such other form as shall have satisfied the Rating Agency Condition.

“ Class B Swap Rate ” means 3.736% per annum.

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

“ Class C Counterparty ” means AIG Financial Products Corp. 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 $52,500,000.

“ Class C Note Interest Rate ” means a per annum rate of 0.550% 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) .

“ 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 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 E-3 to this Indenture Supplement, or such other form as shall have satisfied the Rating Agency Condition.

“ Class C Swap Rate ” means 3.736% per annum.

“ Closing Date ” means June 23, 2004.

“ 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 2004-1 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 Transfer Date with respect to the Controlled Accumulation Period, $95,250,000; 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 Transfer Date.

“ Controlled Accumulation Period ” means, unless an Early Amortization Event shall have occurred prior thereto, the period commencing at the opening of business on July 22, 2006 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 Transfer Date with respect to the Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Transfer Date and any existing Accumulation Shortfall.

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

“ 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 Distribution 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.

“ 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 2004-1 Early Amortization Event is deemed to occur and ending on the Final Payment Date.

“ 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 June 2007 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 2004-1 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 $1,000,000,000, 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 $47,500,000.

“ 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) 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 2004-1 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 2004-1 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 one-month 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) June 21, 2004 for the period from and including the Closing Date through and including August 15, 2004 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 2004-1, 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 each Payment Date, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month; provided that the Monthly Period related to the August 16, 2004 Payment Date shall mean the period from and including the Closing Date to and including July 21, 2004.

“ 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) $210,000,000 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) $100,000,000 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) $47,500,000 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 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, the Class B 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, the Class B 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 equal to $1,611,111.11.

“ 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)(xii) 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 August 16, 2004 and the 15 ^th 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), over (ii) the Aggregate 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 .

“ Quarterly Excess Spread Percentage ” means (a) with respect to the August 2004 Payment Date, the Excess Spread Percentage for the Monthly Period relating to such Payment Date, (b) with respect to the September 2004 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 August 2004 Payment Date and (ii) the Excess Spread Percentage for the Monthly

Period relating to the September 2004 Payment Date and the denominator of which is two, and (c) with respect to the October 2004 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 2004-1 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 2004-1 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) prior to the RFS Funding Trust Termination Date, the “Removal Date” as such term is defined in the Trust Receivables Purchase Agreement and (b) on or after the RFS Funding Trust Termination Date, a “Removal Date” as such term is defined in the Transfer Agreement.

“ Required Excess Collateral Amount ” means, at any time, 4.75% of the Collateral Amount; provided that:

(a) except as provided in clause (c) , the Required Excess Collateral Amount shall never be less than 3.0% 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 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 2004-1.

“ 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 2004-1 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 Transfer Date selected by the Servicer on behalf of the Issuer which occurs not later than the earliest of the Transfer 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 or any Series under (and as defined in) the RFS Funding Trust Agreement has been paid in full, Principal Receivables for that Series are removed from the Receivables Trust;

(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.

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

“ RFS Funding Trustee ” means Deutsche Bank Trust Company Delaware, not in its individual capacity but solely in its capacity as trustee under the RFS Funding Trust Agreement.

“ Series Accounts ” is defined in Section 4.2 .

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

“ Series Maturity Date ” means, with respect to Series 2004-1, the June 2010 Payment Date.

“ Series 2004-1 ” means the Series of Notes the terms of which are specified in this Indenture Supplement.

“ Series 2004-1 Early Amortization Event ” is defined in Section 6.1 .

“ Series 2004-1 Excess Finance Charge Collections ” means Excess Finance Charge Collections allocated from other Series in Group One to Series 2004-1 pursuant to Section 8.6 of the Indenture.

“ Series 2004-1 Note ” means a Class A Note, a Class B Note or a Class C Note.

“ Series 2004-1 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 .

“ 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%.

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

“ 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 2004-1.

ARTICLE II
CREATION OF THE SERIES 2004-1 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 2004-1 ” or the “ Series 2004-1 Notes .” The Series 2004-1 Notes shall be issued in three Classes, known as the “ Class A Series 2004-1 Floating Rate Asset Backed Notes ,” the “ Class B Series 2004-1 Floating Rate Asset Backed Notes ,” and the “ Class C Series 2004-1 Floating Rate Asset Backed Notes .”

(b) Series 2004-1 shall be included in Group One and shall be a Principal Sharing Series. Series 2004-1 shall be an Excess Allocation Series with respect to Group One only. Series 2004-1 shall not be subordinated to any other Series.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

SECTION 3.1 . Representations and Warranties . 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.

ARTICLE IV
RIGHTS OF SERIES 2004-1 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 in effect with respect to the related Interest Period 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); provided that Class A Monthly Interest for the first Interest Period will be $1,689,774.45.

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 in effect with respect to the related Interest Period plus 2% 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 the actual number of days in the related Interest Period 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 Class B Monthly Interest for the first Interest Period will be $276,535.05.

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 the actual number of days in the related Interest Period 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), provided that Class C Monthly Interest for the first Interest Period will be $151,670.14.

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.

(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 month following the month 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 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.

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 (collectively, the “ Series Accounts ”) each of 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.

SECTION 4.3 . Calculations and Series Allocations .

(a) Allocations . Finance Charge Collections, Principal Collections and Charged-Off Receivables allocated to Series 2004-1 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 Transfer 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 2004-1 pursuant to Section 8.5 of the Indenture)).

(b) Allocations to the Series 2004-1 Noteholders . The Issuer shall on each Date of Processing, allocate to the Series 2004-1 Noteholders the following amounts as set forth below:

(i) Allocations of Finance Charge Collections . The Issuer shall allocate to the Series 2004-1 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 shall deposit such amount into the Finance Charge Account; provided that, so long as, 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 RFS Funding 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 (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 such Transfer 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 such Transfer 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 2004-1 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 2004-1 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 2004-1 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 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 2004-1 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 2004-1 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:

(a) On each Transfer 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 the following amounts, to the extent allocated to Series 2004-1 pursuant to Section 8.4(d) of the Indenture: on a pari passu basis (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 RFS Funding Trustee of the accrued and unpaid fees and other amounts owed to the RFS Funding Trustee up to a maximum amount of $25,000 for each calendar year, (C) the payment to the Trustee of the accrued and unpaid fees and other amounts owed to Trustee up to a maximum amount of $25,000 for each calendar year and (D) 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 (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 Net Swap Payments for such Payment Date and any unpaid Class A Net Swap Payments owed to the Class A Counterparty in respect of any prior Payment Date shall be paid to the Class A Counterparty;

(iv) on a pari passu basis (A) 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, and (B) any Class B Net Swap Payment for such Payment Date shall be paid to the Class B Counterparty and any unpaid Class B Net Swap Payments owed to the Class B Counterparty in respect of any prior Payment Date;

(v) on a pari passu basis (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 Net Swap Payment for such Payment Date and any unpaid Class C Net Swap Payments owed to the Class C Counterparty in respect of any prior Payment Date shall be paid to the Class C Counterparty ;

(vi) an amount equal to the Investor Default Amount and any Investor Uncovered Dilution Amount for such Payment Date 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 Transfer 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 Transfer 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) on a pari passu basis (A) an amount equal to any partial or early termination payments or other additional payments owed to the Class A Counterparty under the Class A Swap shall be paid to the Class A Counterparty, (B) an amount equal to any partial or early termination payments or other additional payments owed to the Class B Counterparty under the Class B Swap shall be paid to the Class B Counterparty and (C) an amount equal to any partial or early termination payments or other additional payments owed to the Class C Counterparty under the Class C Swap shall be paid to the Class C Counterparty;

(xi) 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 2004-1 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

(xii) 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 Section 8.6 of the Indenture, the portion of such Excess Finance Charge Collections that would otherwise be payable to the Transferor shall first be used to pay Monthly Principal pursuant to Section 4.4(c) to the extent not paid in full from Available Principal Collections pursuant to Section 4.4(c) , and any amounts remaining after payment in full of the Monthly Principal shall, subject to the following proviso, be paid to the Issuer in respect of the Ownership Interest; and provided , further , if GE Capital’s long-term unsecured debt is rated Aa2 or lower by Moody’s or AA or lower by S&P and the Free Equity Amount (determined after giving effect to any transfer of Principal Receivables to the Issuer on such date and any deposits to the Excess Funding Account pursuant to Article VIII of the Master Indenture), is less than the Minimum Free Equity Amount, the portion of the Excess Finance Charge Collections that would otherwise be paid to the Transferor in accordance with Section 8.6 of the Indenture, to the extent not applied to pay Monthly Principal pursuant to the preceding proviso, shall be deposited in the Excess Funding Account in an amount equal to the excess of the Minimum Free Equity Amount over the Free Equity Amount, and any amount remaining after such deposit 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 such Transfer 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 such Transfer Date and on the related 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 the preceding Transfer 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 the preceding Transfer Date and to the Class C Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(v) on the preceding Transfer Date.

(e) On the earlier to occur of (i) the first Transfer Date with respect to the Early Amortization Period and (ii) the Transfer Date immediately preceding 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 the related 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 2004-1 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that for any Series 2004-1 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 2004-1 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 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 2004-1 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 2004-1 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 2004-1 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 2004-1 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 (xi) 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 2004-1 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 2004-1 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 2004-1 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 Expected Principal Payment Date, 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) and (c) for any Transfer Date relating to any Payment Date on or after the Expected Principal Payment Date, 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 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 such Transfer Date. 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) with respect to such Transfer 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 for such Transfer 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 2004-1 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: (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 2004-1 that has resulted in the acceleration of the Series 2004-1 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 2004-1 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 Transfer 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 Transfer 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 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 2004-1 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 July 22, 2006; 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 Bridge 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 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 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, Class B 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 2004-1 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, a Class B Swap with the Class B Counterparty and a Class C Swap with the Class C Counterparty for the benefit of the Class A Noteholders, the Class B 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 B Swap shall, at any time, be equal to the Class B 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, the Class B 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 Net Swap Payment, the Issuer shall pay such Class A Net 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 B Net Swap Payment, the Issuer shall pay such Class B Net Swap Payment subject to the priority of payments set forth in Section 4.4(a)(iv) . On any Payment Date when there shall be a Class C Net Swap Payment, the Issuer shall pay such Class C Net Swap Payment subject to the priority of payments set forth in Section 4.4(a)(v) . On any Payment Date when there shall be early 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 Section 4.4(a)(x) .

(b) When required under the terms of the existing Class A Swap, Class B Swap or Class C Swap, the Issuer shall obtain a replacement Class A Swap, Class B Swap or Class C Swap, as applicable, upon satisfaction of the Rating Agency Condition.

ARTICLE V
DELIVERY OF SERIES 2004-1 NOTES;
REPORTS TO SERIES 2004-1 NOTEHOLDERS

SECTION 5.1 . Delivery and Payment for the Series 2004-1 Notes .

The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the Series 2004-1 Notes in accordance with Section 2.2 of the Indenture. The Indenture Trustee shall deliver the Series 2004-1 Notes to or upon the written order of the Issuer when so authenticated.

SECTION 5.2 . Reports and Statements to Series 2004-1 Noteholders .

(a) On each Payment Date, the Issuer shall forward to each Series 2004-1 Noteholder a statement substantially in the form of Exhibit C .

(b) 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 (i) a statement substantially in the form of Exhibit B prepared by the Servicer and (ii) a certificate of an Authorized Officer substantially in the form of Exhibit D ; provided that the Issuer may amend the form of Exhibit B from time to time, with the prior written consent of the Indenture Trustee.

(c) A copy of each statement or certificate provided pursuant to paragraph (a) or (b) may be obtained by any Series 2004-1 Noteholder by a request in writing to the Issuer.

(d) On or before January 31 of each calendar year, beginning with January 31, 2005, the Issuer shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2004-1 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 2004-1 EARLY AMORTIZATION EVENTS

SECTION 6.1 . Series 2004-1 Early Amortization Events . If any one of the following events shall occur with respect to the Series 2004-1 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 the Series 2004-1 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 2004-1 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 2004-1 Notes and as a result of which the interests of the Series 2004-1 Noteholders are materially and adversely affected for such period; provided , however , that a Series 2004-1 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 Trust Receivables Purchase Agreement or the Transfer Agreement to convey Transferred Receivables in Additional Accounts or Participations to the Receivables Trust when it is required to convey such Transferred Receivables pursuant to Section 2.6(a) of the Trust Receivables Purchase Agreement or 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, the Class B Counterparty or the Class C Counterparty shall fail to pay any net amount payable by such Counterparty under the Class A Swap, Class B Swap or the Class C Swap, as applicable, as a result of LIBOR being greater than the Class A Swap Rate, Class B 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 in accordance with subsection 4.15(b); the Class B Swap shall terminate prior to the earlier of the payment in full of the Class B Notes and the Series Maturity Date if the Issuer shall fail to enter into a replacement Class B Swap in accordance with subsection 4.15(b); 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 in accordance with subsection 4.15(b); or

(i) without limiting the foregoing, the occurrence of an Event of Default with respect to Series 2004-1 and acceleration of the maturity of the Series 2004-1 Notes pursuant to Section 5.3 of the Indenture;

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 2004-1 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 2004-1 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series 2004-1 Noteholders) may declare that a “Series Early Amortization Event” with respect to Series 2004-1 (a “ Series 2004-1 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 2004-1 Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Series 2004-1 Noteholders immediately upon the occurrence of such event.

ARTICLE VII
REDEMPTION OF SERIES 2004-1 NOTES; FINAL DISTRIBUTIONS; SERIES
TERMINATION

SECTION 7.1 . Optional Redemption of Series 2004-1 Notes; Final Distributions .

(a) On any day occurring on or after the date on which the outstanding principal balance of the Series 2004-1 Notes is reduced to 10% or less of the initial outstanding principal balance of Series 2004-1 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 2004-1 shall be reduced to zero and the Series 2004-1 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 2004-1 in connection with a reassignment of Transferred Receivables to the Transferor pursuant to Section 6.1(d) 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 2004-1 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.

(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 2004-1, 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) (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, (ii) (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, (iii) (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 and (iv) on a pari passu basis, (A) any amounts owed to the Counterparty under the Class A Swap will be paid to the Class A Counterparty, (B) any amounts owed to the Class B Counterparty under the Class B Swap will be paid to the Class B Counterparty and (C) any amounts owed to the Class C Counterparty under the Class C Swap will be paid to the Class C Counterparty and (v) 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 2004-1 Notes shall be due and payable.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

SECTION 8.1 . Ratification of Indenture; Amendments . 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 10.1 or 10.2 of the Indenture. For purposes of the application of Section 10.2 to any amendment of this Indenture Supplement, the Series 2004-1 Noteholders shall be the only Noteholders whose vote shall be required.

SECTION 8.2 . Form of Delivery of the Series 2004-1 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 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.

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
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 2004-1 Regular Interests shall mature on or before December 1, 2020.

(b) Series 2004-1 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 2004-1 Regular Interests ”). The Series 2004-1 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 Code. Interest shall be paid on each Class of Series 2004-1 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 2004-1 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 2004-1 Regular Interests and Interest with respect to each class is not paid in full). The principal amount of each Series 2004-1 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 2004-1 Regular Interest.

(c) Payment of Principal on Class A Regular Interests . On each Payment Date, beginning with the Payment Date in the month following the month 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 month following the month 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 month following the month 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.

(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.

[SIGNATURE PAGE FOLLOWS]

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 as Trustee on behalf of Issuer


By:	/s/ Kristine K. Gullo
	Name:		Kristine K. Gullo
	Title:		Asst. Vice President


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee


By:	/s/ Susan Barstock
	Name:		Susan Barstock
	Title:		Vice President

S-1

EXHIBIT A-1

FORM OF CLASS A SERIES 2004-1 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 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 RFS FUNDING TRUST OR 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”)) OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED

A-1-1

IN (A) OR (B) ABOVE 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.

A-1-2

REGISTERED	$
No. R -		CUSIP NO.

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 2004-1

CLASS A SERIES 2004-1 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 June 2010 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 June 2010 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.

A-1-3

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:	,

A-1-4

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

A-1-5

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 2004-1

CLASS A SERIES 2004-1 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 2004-1 (the “Series 2004-1 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 June 23, 2004 (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, MONOGRAM CREDIT CARD BANK OF GEORGIA, 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.

A-1-6

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.

A-1-7

EXHIBIT A-2

FORM OF CLASS B SERIES 2004-1 FLOATING RATE ASSET BACKED NOTE

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.

A-2-1

A-2-2

REGISTERED					$
No. R -					CUSIP NO.

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 2004-1

CLASS B SERIES 2004-1 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 June 2010 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 June 2010 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.

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.

A-2-3

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:	,

A-2-4

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

A-2-5

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 2004-1

CLASS B SERIES 2004-1 FLOATING RATE 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 2004-1 (the “ Series 2004-1 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 June 23, 2004 (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.

THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, MONOGRAM CREDIT CARD BANK OF GEORGIA, 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.

A-2-6

ASSIGNMENT

Social Security or other identifying number of assignee .

Dated:				**
			Signature Guaranteed:

A-2-7

EXHIBIT A-3

FORM OF CLASS C SERIES 2004-1 FLOATING RATE ASSET BACKED NOTE

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.

A-3-1

A-3-2

REGISTERED					$
No. R -					CUSIP NO.

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 2004-1

CLASS C SERIES 2004-1 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 June 2010 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 June 2010 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.

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.

A-3-3

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 (DELWARE), not in its individual capacity but solely as Trustee on behalf of Issuer


		By:
			Name:
			Title:

Dated:	,

A-3-4

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

A-3-5

GE CAPITAL CREDIT CARD
MASTER NOTE TRUST SERIES 2004-1

CLASS C SERIES 2004-1 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 2004-1 (the “ Series 2004-1 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 June 23, 2004 (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.

THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, THE ISSUER, MONOGRAM CREDIT CARD BANK OF GEORGIA, 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.

A-3-6

ASSIGNMENT

Social Security or other identifying number of assignee

Dated:				**
			Signature Guaranteed:

A-3-7

EXHIBIT B

FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
SERIES 2004-1

The undersigned, a duly authorized representative of Monogram Credit Card Bank of Georgia, as Servicer, pursuant to the Indenture (as defined below), does hereby certify as follows:

A. Capitalized terms used in this Certificate have their respective meanings set forth in the Master Indenture dated as of September 25, 2003 (as amended, the “ Indenture ”) between the 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 2004-1 Indenture Supplement dated as of June 23, 2004 between the Issuer and Indenture Trustee (as amended and supplemented, the “ Indenture Supplement ”).

B. The undersigned is an Authorized Officer of the Issuer.

I. INSTRUCTION TO MAKE A WITHDRAWAL

Pursuant to Section 4.4 , the Servicer does hereby instruct the Indenture Trustee (i) to make a withdrawal from the Distribution Account (or other Series Account as specified below) on , 200 , which date is a Payment Date under the Indenture Supplement, in an aggregate amount (equal to the Available Finance Charge Collections) as set forth below in respect of the following amounts and (ii) to apply the proceeds of such withdrawal in accordance with Section 4.4(a) :

A.	Pursuant to Section 4.4(a)(i) :

	Unpaid Fees and other amounts owed to Indenture Trustee	$

	Unpaid Fees and other amounts owed to RFS Funding Trustee	$

	Unpaid Fees and other amounts owed to Trustee	$

	Unpaid Fees and other amounts owed to Administrator	$

B.	Pursuant to Section 4.4(a)(ii) :

	Noteholder Servicing Fee for such Payment Date, plus the amount of any Noteholder Servicing Fee previously due but not distributed to the Servicer on a prior Payment Date	$

B-1

C.	Pursuant to Section 4.4(a)(iii) :

	Class A Monthly Interest for the preceding Interest Period	$

	Monthly Interest previously due but not distributed to Class A Noteholders	$

	Additional Interest previously due but not distributed to Class A Noteholders	$

	Class A Net Swap Payment	$

D.	Pursuant to Section 4.4(a)(iv) :

	Class B Monthly Interest for the preceding Interest Period	$

	Monthly Interest previously due but not distributed to Class B Noteholders	$

	Additional Interest previously due but not distributed to Class B Noteholders	$

	Class B Net Swap Payment	$

D.	Pursuant to Section 4.4(a)(iv) :

	Noteholder Servicing Fee for such Payment Date, plus the amount of any Noteholder Servicing Fee previously due but not distributed to the Servicer on a prior Payment Date	$

E.	Pursuant to Section 4.4(a)(v) :

	Class C Monthly Interest for the preceding Interest Period	$

	Monthly Interest previously due but not distributed to Class C Noteholders	$

	Additional Interest previously due but not distributed to Class C Noteholders	$

	Class C Net Swap Payment	$

F.	Pursuant to Section 4.4(a)(vi) from the Principal Account:

	Investor Default Amount to be treated as Available Principal Collections	$

	Investor Uncovered Dilution Amount for such Payment Date to be treated as Available Principal Collections	$

B-2

G.	Pursuant to Section 4.4(a)(vii) :

	Investor Charge Offs and the amount of Reallocated Principal Collections not previously reimbursed to be treated as Available Principal Collections	$

H.	Pursuant to Section 4.4(a)(viii) :

	Amount to be deposited into the Reserve Account	$

I.	Pursuant to Section 4.4(a)(ix)

	Amount to be deposited in the Spread Account	$

J.	Pursuant to Section 4.4(a)(x) :

	Partial or early termination payments or other additional payments owed to the Class A Counterparty	$

	Partial or early termination payments or other additional payments owed to the Class B Counterparty	$

	Partial or early termination payments or other additional payments owed to the Class C Counterparty	$

K.	Pursuant to Section 4.4(a)(xi) :

	Amounts owed to Persons listed in (A) above but not paid pursuant to (A)	$

L.	Pursuant to Section 4.4(a)(xii) :

	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, second, during an Early Amortization Period, will be applied as described in clause (M) below and third paid to the Transferor as described in Section 8.6 of the Indenture	$

M.	During an Early Amortization Period, pursuant to Section 4.4(a)(xii) :

	During an Early Amortization Period, the remaining balance, if any, will be used to make principal payments on the Notes in the following order of priority:

B-3

	Class A Notes	$

	Class B Notes	$

	Class C Notes	$

Pursuant to Section 4.4(b) and (c) , the Issuer does hereby instruct the Indenture Trustee (i) to make a withdrawal from the Distribution Account (or other Series Account specified below) on , 200 , which date is a Payment Date under the Indenture Supplement, in an aggregate amount (equal to the Available Principal Collections) as set forth below in respect of the following amounts and (ii) to apply the proceeds of such withdrawal in accordance with Section 4.4(b) and (c) :

A.	Pursuant to Section 4.4(b) :

	During the Revolving Period, amount equal to the Available Principal Collections to be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture	$

B.	Pursuant to Section 4.4(c)(i) :

	During the Controlled Accumulation Period, Monthly Principal for such Payment Date to be deposited into the Principal Accumulation Account	$

C.	Pursuant to Section 4.4(c)(ii) :

	During the Early Amortization Period, Monthly Principal for such Payment Date for payment to the Class A Noteholders on such Payment Date until the Class A Note Principal Balance has been paid in full	$

D.	Pursuant to Section 4.4(c)(iii) :

	Amount, if any, remaining after giving effect to Clauses (B) through (D) above, to be treated as Shared Principal Collections	$

Pursuant to Section 4.7 , the Issuer does hereby instruct the Indenture Trustee (i) to make a withdrawal from the Distribution Account on , 200 , which date is a Payment Date under the Indenture Supplement, in an aggregate amount (equal to the Available Principal Collections) as set forth below in respect of the following amounts and (ii) to apply the proceeds of such withdrawal in accordance with Section 4.7 :

B-4

Reallocated Principal Collections to fund any deficiency pursuant to and in the priority set forth Sections 4.4(a)(i) , (ii) , (iii) , (iv) and (v) of the Indenture Supplement

Pursuant to Section 4.10 , the Issuer does hereby instruct the Indenture Trustee to withdraw from the Reserve Account an amount equal to any Reserve Account Surplus to be deposited into the Spread Account in accordance with Section 4.10(e) , in the following amount.

Pursuant to Section 4.11 , the Issuer does hereby instruct the Indenture Trustee to withdraw from the Spread Account an amount equal to a deficiency in Class C Monthly Interest, Class C Additional Interest and Class C Monthly Interest previously due and not paid, and Class C Net Swap Payments up to the Available Spread Account Amount, in the following amount.

Pursuant to Section 4.12 , the Issuer does hereby instruct the Indenture Trustee to transfer from the Principal Accumulation Account to the Collection Account, the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in the following amount.

II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS

Pursuant to Section 5.2 , the Issuer does hereby instruct the Indenture Trustee or the Paying Agent as the case may be, to pay in accordance with Section 5.2 from the Collection Account or the Principal Account, as applicable, on , which date is a Payment Date under the Indenture Supplement, the following amounts:

A.	Pursuant to Section 5.2(a) :

(1)	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 to pay interest on the Class A Notes pursuant to the Indenture Supplement	$

(2)	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 to pay principal of the Class A Notes pursuant to the Indenture Supplement	$

B-5

B.	Pursuant to Section 5.2(b) :

(1)	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 to pay interest on the Class B Notes pursuant to the Indenture Supplement	$

(2)	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 to pay principal of the Class B Notes pursuant to the Indenture Supplement	$

C.	Pursuant to Section 5.2(c) :

(1)	Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date to pay interest of the Class C Notes pursuant to the Indenture Supplement, including amounts withdrawn from the Spread Account	$

(2)	Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Payment Date to pay principal on the Class C Notes pursuant to the Indenture Supplement	$

B-6

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this day of , 200 .

	MONOGRAM CREDIT CARD BANK OF GEORGIA, as Servicer


	By:
		Name:
		Title:

B-7

EXHIBIT C

FORM OF MONTHLY NOTEHOLDERS’ STATEMENT

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
SERIES 2004-1

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 2004-1 Indenture Supplement (the “ Indenture Supplement ”), dated as of June 23, 2004, between the Issuer and the Indenture Trustee, the Issuer is required to prepare certain information each month regarding current distributions to the Series 2004-1 Noteholders and the performance of the Trust during the previous month. The information required to be prepared with respect to the Payment Date of , and with respect to the performance of the Trust during the month of is set forth below. Capitalized terms used herein are defined in the Indenture and the Indenture Supplement.

A. Information regarding distributions in respect of the Notes

1..	The total amount of the distribution in respect of Class A Notes	$

2.	The amount of the distribution set forth in paragraph 1 above in respect of principal of the Class A Notes	$

3.	The amount of the distribution set forth in paragraph 1 above in respect of interest on the Class A Notes	$

4.	The total amount of the distribution in respect of Class B Notes	$

5.	The amount of the distribution set forth in paragraph 4 above in respect of principal of the Class B Notes	$

6.	The amount of the distribution set forth in paragraph 4 above in respect of interest on the Class B Notes	$

7.	The total amount of the distribution in respect of Class C Notes	$

C-1

8.	The amount of the distribution set forth in paragraph 7 above in respect of principal of the Class C Notes	$

9.	The amount of the distribution set forth in paragraph 7 above in respect of interest on the Class C Notes	$

RECEIVABLES -
Beginning of the Monthly Period Principal Receivables:		$
Beginning of the Monthly Period Finance Charge Receivables:		$
Beginning of the Monthly Period Total Receivables:		$

Removed Principal Receivables:		$
Removed Finance Charge Receivables:		$
Removed Total Receivables:		$

Additional Principal Receivables:		$
Additional Finance Charge Receivables:		$
Additional Total Receivables:		$

Discount Option Receivables Generated this Period:		$
Recoveries for month of 200		$
End of the Monthly Principal Receivables:		$
End of the Monthly Period Finance Charge Receivables:		$
End of the Monthly Period Total Receivables:		$
Excess Funding Account Balance:		$
Aggregate Principal Receivables		$
Note Trust Principal Balance
Required Principal Balance (sum of the numerators used to calculate the Allocation Percentages for all Series with respect to Principal Collections):		$
End of Monthly Period Free Equity Amount:		$
Minimum Free Equity Amount:		$

C-2

DELINQUENCIES AND LOSSES -
End of the Month Delinquencies:	RECEIVABLES
30-59 Days Delinquent	$
60-89 Days Delinquent	$
90+ Days Delinquent	$

Total 30+ Days Delinquent	$

Charged-Off Receivables During the Month	$

NOTE PRINCIPAL BALANCES (as of end of current Payment Date after giving effect to distributions on such Payment Date)
Class A Note Principal Balance	$
Class B Note Principal Balance	$
Class C Note Principal Balance	$

SERIES 2004-1
ALLOCATION PERCENTAGE (FINANCE CHARGE COLLECTIONS AND DEFAULT AMOUNTS)		%
ALLOCATION PERCENTAGE (PRINCIPAL COLLECTIONS)		%
AVAILABLE FINANCE CHARGE COLLECTIONS	$
INVESTOR DEFAULT AMOUNT	$
INVESTOR UNCOVERED DILUTION AMOUNT	$
NOTEHOLDER SERVICING FEES	$
AVAILABLE PRINCIPAL COLLECTIONS	$
EXCESS FINANCE CHARGE COLLECTIONS	$
SHARED PRINCIPAL COLLECTIONS	$
RESERVE ACCOUNT BALANCE	$
REQUIRED RESERVE ACCOUNT AMOUNT	$
SPREAD ACCOUNT BALANCE	$
REQUIRED SPREAD ACCOUNT AMOUNT

C-3

APPLICATION OF COLLECTIONS -
CLASS A MONTHLY INTEREST		$
CLASS B MONTHLY INTEREST		$
CLASS C MONTHLY INTEREST		$
INVESTOR DEFAULT AMOUNT		$
INVESTOR UNCOVERED DILUTION AMOUNT		$
INVESTOR CHARGEOFFS AND REALLOCATED PRINCIPAL COLLECTIONS NOT PREVIOUSLY REIMBURSED		$
AMOUNTS TO BE DEPOSITED IN THE RESERVE ACCOUNT		$
AMOUNTS TO BE DEPOSITED IN THE SPREAD ACCOUNT		$

EXCESS FINANCE CHARGES COLLECTIONS -
TOTAL EXCESS FINANCE CHARGE COLLECTIONS FOR ALL ALLOCATION SERIES		$

SHARED PRINCIPAL COLLECTIONS -
TOTAL SHARED PRINCIPAL COLLECTIONS FOR ALL ALLOCATIONS SERIES		$

YIELD AND BASE RATE -
Base Rate (Current Month)	%
Base Rate (Prior Month)	%
Base Rate (Two Months Ago)	%

THREE MONTH AVERAGE BASE RATE			%

Portfolio Yield (Current Month)	%
Portfolio Yield (Prior Month)	%
Portfolio Yield (Two Months Ago)	%

C-4

THREE MONTH AVERAGE PORTFOLIO YIELD		%

PRINCIPAL COLLECTIONS -

MONTHLY PRINCIPAL		%

PRINCIPAL ACCUMULATION ACCOUNT BALANCE	$
SERIES 2004-1 PRINCIPAL SHORTFALL	$
SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER PRINCIPAL SHARING SERIES	$

INVESTOR CHARGE OFFS AND REDUCTIONS -

INVESTOR CHARGE OFFS	$
REALLOCATED PRINCIPAL COLLECTIONS	$
REDUCTIONS IN COLLATERAL AMOUNT (OTHER THAN BY DEPOSITS TO PRINCIPAL ACCUMULATION ACCOUNT AND PRINCIPAL PAYMENTS)	$
REDUCTIONS IN COLLATERAL AMOUNT DUE TO APPLICATION OF AVAILABLE PRINCIPAL COLLECTIONS AS SHARED PRINCIPAL COLLECTIONS	$
PREVIOUS REDUCTIONS IN COLLATERAL AMOUNT REIMBURSED	$

	MONOGRAM CREDIT CARD
	BANK OF GEORGIA, as Servicer

	By:
		Name:
		Title:

C-5

EXHIBIT D

MONOGRAM CREDIT CARD BANK OF GEORGIA

GE CAPITAL CREDIT CARD MASTER NOTE TRUST SERIES

The undersigned, a duly authorized representative of Monogram Credit Card Bank of Georgia (“ Monogram ”) pursuant to the Servicing Agreement, dated as of June 27, 2003 (as amended and supplemented, the “ Servicing Agreement ”), along with RFS Funding Trust, as Servicer and GE Credit Card Master Note Trust (the “ Trust ”), as Issuer, does hereby certify as follows:

1. Capitalized terms used in this Certificate have their respective meanings set forth in the Servicing Agreement or the Master Indenture dated as of September 25, 2003 (as amended or supplemented, the “ Master Indenture ”), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “ Indenture Trustee ”) as supplemented by the Series 2004-1 Indenture Supplement, dated as of June 23, 2004, between the Trust and the Indenture Trustee (as amended and supplemented, the “ Indenture Supplement ” and together with the Master Indenture, the “ Indenture ”), as applicable.

2. Monogram is, as of the date hereof, the Servicer under the Servicing Agreement.

3. The undersigned is an Authorized Officer of the Servicer.

4. This certificate relates to the Payment Date occurring on [ ], 200 .

5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all of its obligations under the Servicing Agreement through the Monthly Period preceding such Payment date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such default, (ii) the action taken by the Servicer, if any, to remedy such default and (iii) the current status of each such default]; if applicable, insert “None”.

6. As of the date hereof, to the best knowledge of the undersigned, no Early Amortization Event occurred on or prior to such Distribution Date.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this [ ] day of [ ], 200[ ].

	MONOGRAM CREDIT CARD BANK OF GEORGIA, as Servicer


	By:
	Name:
	Title:

D-1

EXHIBIT E-1

FORM OF CLASS A SWAP

See Exhibits 4.5, 4.6 and 4.7

EXHIBIT E-2

FORM OF CLASS B SWAP

See Exhibits 4.5, 4.6 and 4.8

EXHIBIT E-3

FORM OF CLASS C SWAP

See Exhibits 4.5, 4.6 and 4.9

SCHEDULE I

PERFECTION REPRESENTATIONS, WARRANTIES
AND COVENANTS

(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) 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, Class B Swap or Class C Swap for the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture.

(5) 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 Indenture Trustee pursuant to the Indenture, Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Net Swap Receipts. Issuer has not authorized the filing of and is not aware of any financing statements against 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 2004-1 Notes are retired.

(b) 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 Issuer and Indenture Trustee under the Indenture, 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 Indenture Trustee) to maintain and perfect, as a first priority interest, Indenture Trustee’s security interest in the Net Swap Receipts.

I-1

Exhibit 4.2

THIRD AMENDMENT TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

This THIRD AMENDMENT TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 17, 2004 (this “ Amendment ”), is entered into among: (i) RFS Holding, L.L.C., a Delaware limited liability company (“ Seller ”); and (ii) RFS Funding Trust, a Delaware statutory trust (“ Buyer ”).

BACKGROUND

1. Seller and Buyer are parties to the Receivables Purchase and Contribution Agreement, dated as of June 27, 2003, and as amended by the First Amendment dated as of September 25, 2003 between Seller and Buyer and the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among Seller, Buyer and certain other parties (the “ RPCA ”).

2. Buyer and Seller desire to amend the RPCA as set forth herein.

AMENDMENTS

The parties hereto agree as follows:

SECTION 1. DEFINITIONS . As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined, and (b) capitalized terms not so defined shall have the meanings set forth in the RPCA as amended hereby.

SECTION 2. AMENDMENTS TO RPCA . The RPCA shall be amended as set forth below:

(a) The definition of “Note Trust Principal Balance” is amended by deleting clause (a) of such definition and substituting the following therefor: “(a) the Aggregate Principal Receivables (calculated without subtraction of Specified Retailer Receivables)”.

(b) The definition of “Free Equity Amount” is amended in its entirety to read as follows:

““ Free Equity Amount ” means, at any time, the sum of (i) the excess, if any of the Note Trust Principal Balance at such time over the aggregate of the portions of the Note Trust Principal Balance then allocated as collateral (referred to in the Indenture as the “Collateral Amount”), plus (b) the amount of funds on deposit in the Collection Account or any other “Trust Account” (as defined in the Indenture) that will be applied to pay the principal amount of the Notes of any series on the following Payment Date, but only to the extent not deducted for purposes of determining the “Collateral Amount” (as defined in the Indenture) for any series of Notes.”

SECTION 3. EFFECTIVENESS . This Amendment shall become effective as of the date first written above; provided that (i) Buyer and Seller shall have executed a counterpart of this Amendment, and (ii) the Lender (as defined in the Trust Agreement) shall have consented to this Amendment.

SECTION 4. BINDING EFFECT; RATIFICATION . (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the RPCA and (ii) each reference in the RPCA to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the RPCA, shall mean and be a reference to such RPCA as amended hereby.

(b) Except as expressly amended hereby, the RPCA shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 5. MISCELLANEOUS . (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

(c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

	RFS HOLDING, L.L.C.

	By:							/s/ Iain J. Mackay

	Name:							Iain J. Mackay

	Title:							Chief Financial Officer and Principal
								Financial Officer


	RFS FUNDING TRUST

	By: General Electric Capital Corporation, not in its individual capacity but solely as Administrator on behalf of RFS Funding Trust

	By:							/s/ Iain J. Mackay

	Name:							Iain J. Mackay

	Title:							Vice President

S-1

Acknowledged and Consented to:

GENERAL ELECTRIC CAPITAL CORPORATION , as Collateral Agent and Operating Agent for the Lender under the Funding Agreement (as defined in the RFS Funding Trust Agreement)

By:		/s/ Iain J. Mackay

Name:		Iain J. Mackay

Title:	Chief Financial Officer and Principal
	Financial Officer

S-2

Exhibit 4.3

SECOND AMENDMENT TO TRANSFER AGREEMENT

This SECOND AMENDMENT TO TRANSFER AGREEMENT, dated as of June 17, 2004 (this “ Amendment ”), is entered into among: (i) RFS Holding, L.L.C., a Delaware limited liability company (“ Seller ”); and (ii) GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“ Buyer ”).

BACKGROUND

1. Seller and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003, and as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among Seller, Buyer and certain other parties (the “ Transfer Agreement ”).

2. Buyer and Seller desire to amend the Transfer Agreement as set forth herein.

AMENDMENTS

The parties hereto agree as follows:

SECTION 2. AMENDMENTS TO TRANSFER AGREEMENT . The Transfer Agreement shall be amended as set forth below:

(b) The definition of “Free Equity Amount” is amended in its entirety to read as follows:

““ Free Equity Amount ” means, at any time, the sum of (a) the excess, if any, of the Note Trust Principal Balance at such time over the sum of the Collateral Amounts at such time for all outstanding series of Notes, plus (b) the funds on deposit in any Trust Account (as defined in the Indenture) that will be applied to pay the principal amount of the Notes of any Series on the following Payment Date, but only to the extent not deducted for purposes of determining the Collateral Amount at such time for any Series of Notes.”

SECTION 3. EFFECTIVENESS . This Amendment shall become effective as of the date first written above; provided that (i) Buyer and Seller shall have executed a counterpart of this Amendment, and (ii) the holders of 66 2/3% of the Outstanding Principal Balance of the Notes of each Series shall have consented to this amendment.

SECTION 4. BINDING EFFECT; RATIFICATION . (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Transfer Agreement and (ii) each reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such Transfer Agreement as amended hereby.

(b) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 5. MISCELLANEOUS . (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

	RFS HOLDING, L.L.C.

	By:						/s/ Iain J. Mackay

	Name:						Iain J. Mackay

	Title:						Chief Financial Officer and Principal
							Financial Officer


	GE CAPITAL CREDIT CARD MASTER NOTE TRUST

	By: General Electric Capital Corporation, not in its individual capacity but solely as Administrator on behalf of GE Capital Credit Card Master Note Trust

	By:						/s/ Iain J. Mackay

	Name:						Iain J. Mackay

	Title:						Vice President

S-1

Exhibit 4.4

SECOND AMENDMENT TO MASTER INDENTURE

This SECOND AMENDMENT TO MASTER INDENTURE, dated as of June 17, 2004 (this “ Amendment ”), is entered into among: (i) GE Capital Credit Card Master Note Trust, a Delaware statutory trust (the “ Issuer ”);and (ii) Deutsche Bank Trust Company Americas, as indenture trustee under the Indenture referred to below (in such capacity, the “ Indenture Trustee ”).

BACKGROUND

1. The Indenture Trustee and the Issuer are parties to the Master Indenture, dated as of September 25, 2003, and as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, among the Indenture Trustee, the Issuer certain other parties (the “ Indenture ”).

2. The Indenture Trustee and the Issuer desire to amend the Securitization Documents as set forth herein.

AMENDMENTS

The parties hereto agree as follows:

SECTION 2. AMENDMENTS TO INDENTURE . The Indenture shall be amended as set forth below:

(a) The definition of “Aggregate Principal Receivables” is amended by deleting the parenthetical “(excluding Principal Receivables that are Specified Retailer Receivables with respect to any date of determination prior to the RFS Funding Trust Termination Date)” where it appears in such definition.

(b) The definition of “Free Equity Amount” is amended in its entirety as follows:

““ Free Equity Amount ” means, on any date of determination, the result of (a) the Note Trust Principal Balance at such time, minus (b) the aggregate of the Collateral Amounts at such time for all Outstanding Series of Notes, plus (c) the amount of funds then on deposit in any Trust Account that will be applied to pay the principal amount of the Notes of any Series on the following Payment Date, but only to the extent not deducted for purposes of determining the Collateral Amount at such time for any Series of Notes.”

(c) The definition of “Indenture Servicer Default” is amended by deleting the words “of such Series” where they appear after the word “Notes” in each clause (a) and clause (b) of such definition,.

(d) The following shall be added to Section 8.2 as a new subsection (e):

“(e) On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be treated as Finance Charge Collections with respect to the last day of the preceding Monthly Period, except as otherwise provided in any Indenture Supplement. On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferor. For purposes of determining the availability of funds or the balances in the Collection Account or the Excess Funding Account for any purpose under this Indenture, all interest and other investment earning net of investment expenses and losses shall be deemed not to be available or on deposit.”

(e) The following shall be added to Section 8.4 as a new subsection (d):

“(d) On each Determination Date, the Issuer shall determine (i) the amount of fees and any other amounts payable to the Indenture Trustee (the “Indenture Trustee Expenses”), (ii) the amount of fees and any other amounts payable to the Trustee (the “Trustee Expenses”), (iii) the amount of fees and any other amounts payable to the RFS Funding Trustee (the “RFS Funding Trustee Expenses”) and (iv) the amount of fees and any other amounts payable to the Administrator (the “Administrator Expenses”) and shall allocate each of the Indenture Trustee Expenses, the Trustee Expenses, the RFS Funding Trustee Expenses and the Administrator Expenses, to the extent any such amounts are solely attributable to one Series, to each such Series as to which they are solely attributable, and any amounts remaining shall be allocated to each Series according to their respective Series Allocation Percentages (calculated as described in the Indenture Supplement for each Series). The amount allocated to each Series shall be paid on the following Payment Date as described in the related Indenture Supplement.”

(f) Section 9.2 is amended by deleting the third to last paragraph of such Section.

SECTION 3. EFFECTIVENESS . This Amendment shall become effective as of the date first written above; provided that (i) each of the Indenture Trustee and the Issuer shall have executed a counterpart of this Amendment, and (ii) the holders of 66 2/3% of the Outstanding Principal Balance of the Notes of each Series shall have consented to this amendment.

SECTION 4. BINDING EFFECT; RATIFICATION . (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Indenture and (ii) each reference in the Indenture to “this Agreement”, “this Indenture”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Indenture, shall mean and be a reference to such Indenture as amended hereby.

(b) Except as expressly amended hereby, the Indenture shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto.

SECTION 5. MISCELLANEOUS . (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment.

IN WITNESS WHEREOF , the parties have executed this Amendment by their respective officers thereunto duly authorized as of the date first above written.

	GE CAPITAL CREDIT CARD MASTER NOTE TRUST

	By: General Electric Capital Corporation not in its individual capacity but solely as Administrator on behalf of GE Capital Credit Card Master Note Trust

	By:						/s/ Iain J. Mackay

	Name:						Iain J. Mackay

	Title:						Vice President


	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:						/s/ Gregory I. Spatz

	Name:						Gregory I. Spatz

	Title:						Associate

S-1

Exhibit 4.5

ISDA ®

International Swaps and Derivatives Association, Inc.

2002 MASTER AGREEMENT

dated as of June 23, 2004

AIG Financial Products Corp. and GE Capital Credit Card Master Note Trust have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

Accordingly, the parties agree as follows:—

1. Interpretation

(a) Definitions . The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement . All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions .

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by

payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii).

(b) Change of Account . Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the Scheduled Settlement Date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any Confirmation by specifying that “Multiple Transaction Payment Netting” applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up . All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant

governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability . If:—

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

3. Representations

Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement). If any “Additional Representation” is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation.

(a) Basic Representations.

(i) Status . It is duly organised and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii) Powers . It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict . Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents . All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding . Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events . No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation . There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information . All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation . Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations . Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

(g) No Agency . It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information . It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorizations . It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply With Laws . It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement . It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax . Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”), and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default . The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes (subject to Sections 5(c) and 6(e)(iv)) an event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver . Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party;

(ii) Breach of Agreement; Repudiation of Agreement .

(1) Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied within 30 days after notice of such failure is given to the party; or

(2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that party or any Transaction evidenced by such a Confirmation (or

such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(iii) Credit Support Default .

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document, or any security interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(iv) Misrepresentation . A representation (other than a representation under Section 3(e) or 3(f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default Under Specified Transaction . The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) defaults (other than by failing to make a delivery) under a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction;

(2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace period, such default continues for at least one Local Business Day);

(3) defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to

any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or

(4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross-Default . If “Cross-Default” is specified in the Schedule as applying to the party, the occurrence or existence of:—

(1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable; or

(2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (1) above, of not less than the applicable Threshold Amount;

(vii) Bankruptcy . The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its

winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption . The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganises, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganisation, reincorporation or reconstitution:-

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events . The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:—

(i) Illegality . After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any Credit Support Provider of such party) occurring after a Transaction is entered into, it becomes unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if the relevant payment, delivery or compliance were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):-

(1) for the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction to perform any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) for such party or any Credit Support Provider of such party (which will be the Affected Party) to perform any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, to receive a payment or delivery under such Credit Support Document or to comply with any other material provision of such Credit Support Document;

(ii) Force Majeure Event . After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:—

(1) the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such Office so to perform, receive or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that day); or

(2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying with any other material provision of such Credit Support

Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day),

so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;

(iii) Tax Event . Due to (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction, 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) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Settlement Date (A) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 9(h)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iv) Tax Event Upon Merger . The party (the “Burdened Party”) on the next succeeding Scheduled Settlement Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganising, reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption;

(v) Credit Event Upon Merger . If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, a Designated Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, “X”) and such Designated Event does not constitute a Merger Without Assumption, and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity,

as appropriate, will be the Affected Party). A “Designated Event” with respect to X means that:—

(1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the date of this Master Agreement) to, or reorganises, reincorporates or reconstitutes into or as, another entity;

(2) any person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or

(3) X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities other than corporations, any other form of ownership interest; or

(vi) Additional Termination Event . If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Hierarchy of Events .

(i) An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be.

(ii) Except in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality or a Force Majeure Event.

(iii) If an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event.

(d) Deferral of Payments and Deliveries During Waiting Period . If an Illegality or a Force Majeure Event has occurred and is continuing with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:—

(i) the first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that Illegality or Force Majeure Event, as the case may be; or

(ii) if earlier, the date on which the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event ceases to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following day that is a Local Business Day or Local Delivery Day, as appropriate.

(e) Inability of Head or Home Office to Perform Obligations of Branch . If (i) an Illegality or a Force Majeure Event occurs under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant Office is not the Affected Party’s head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or compliance with the relevant provision by the Affected Party’s head or home office and (iv) the Affected Party’s head or home office fails so to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or circumstance continues to exist with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case may be, and the Affected Party’s head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1).

6. Early Termination; Close-Out Netting

(a) Right to Terminate Following Event of Default . If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice . If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably require. If a Force Majeure Event occurs, each party will, promptly

upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties . If a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i) to avoid that Termination Event.

(iv) Right to Terminate .

(1) If:—

(A) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(B) a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non-affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(2) If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:—

(A) Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an Early Termination Date in respect of any or all other Affected Transactions.

(B) An Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions.

(i) If notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e) and 9(h)(ii).

(d) Calculations; Payment Date .

(i) Statement . On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying

(except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data.

(ii) Payment Date . An Early Termination Amount due in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default and (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the statement provided pursuant to clause (i) above by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event.

(e) Payments on Early Terminatio n. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the “Early Termination Amount”) will be determined pursuant to this Section 6(e) and will be subject to Section 6(f).

(i) Events of Default . If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of the Early Termination Amount to the Defaulting Party.

(ii) Termination Events . If the Early Termination Date results from a Termination Event:—

(1) One Affected Party . Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be determined in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and to the Non-affected Party, respectively.

(2) Two Affected Partie s . Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount

will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party “X”) and the lower amount so determined (by party “Y”) and (II) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y.

(3) Mid-Market Events . If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party will:—

(A) if obtaining quotations from one or more third parties (or from any of the Determining Party’s Affiliates), ask each third party or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid-market quotations; and

(B) in any other case, use mid-market values without regard to the creditworthiness of the Determining Party.

(iii) Adjustment for Bankruptcy . In circumstances where an Early Termination Date occurs because Automatic Early Termination applies in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Adjustment for Illegality or Force Majeure Event . The failure by a party or any Credit Support Provider of such party to pay, when due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions and (2) otherwise accrue interest in accordance with Section 9(h)(ii)(2).

(v) Pre-Estimate . The parties agree that an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise

provided in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions.

(f) Set-Off . Any Early Termination Amount payable to one party (the “Payee”) by the other party (the “Payer”), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non-affected Party, as the case may be (“X”) (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts (“Other Amounts”) payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other party of any set-off effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(f) will be effective to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).

7. Transfer

Subject to Section 6(b)(ii) and to the extent permitted by applicable law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11.

Any purported transfer that is not in compliance with this Section 7 will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency . Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good faith and using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments . To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using commercially reasonable procedures in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party.

(c) Separate Indemnities . To the extent permitted by applicable law, the indemnities in this Section 8 constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss . For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.

(b) Amendments . An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system.

(c) Survival of Obligations . Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative . Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations .

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation.

(f) No Waiver of Rights . A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings . The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

(h) Interest and Compensation .

(i) Prior to Early Termination . Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:—

(1) Interest on Defaulted Payments . If a party defaults in the performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (3)(B) or (C) below), at the Default Rate.

(2) Compensation for Defaulted Deliveries . If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery.

(3) Interest on Deferred Payments . If—

(A) a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate;

(B) a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on

demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or

(C) a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force Majeure Event continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate.

(4) Compensation for Deferred Deliveries . If:—

(A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;

(B) a delivery is deferred pursuant to Section 5(d); or

(C) a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting Period has expired,

the party required (or that would otherwise have been required) to make the delivery will, to the extent permitted by applicable law and subject to Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required) if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

(ii) Early Termination . Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:—

(1) Unpaid Amounts . For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.

(2) Interest on Early Termination Amounts . If an Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount in the Termination Currency, for the period from (and including) such Early Termination Date to (but excluding) the date the amount is paid, at the Applicable Close-out Rate.

(iii) Interest Calculation . Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organisation, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.

(b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing).

(c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party.

11. Expenses

A Defaulting Party will on demand indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness . Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted;

(v) if sent by electronic messaging system, on the date it is received; or

(vi) if sent by e-mail, on the date it is delivered,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Details . Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system or e-mail details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law . This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction . With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement (“Proceedings”), each party irrevocably:—

(i) submits:—

(1) if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the Proceedings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or

(2) if this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City;

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party; and

(iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process . Each party irrevocably appoints the Process Agent, if any, specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law.

(d) Waiver of Immunities . Each party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:—

“ Additional Representation ” has the meaning specified in Section 3.

“ Additional Termination Event ” has the meaning specified in Section 5(b).

“ Affected Party ” has the meaning specified in Section 5(b).

“ Affected Transactions ” means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that Transaction) and (b) with respect to any other Termination Event, all Transactions.

“ Affiliate ” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“ Agreement ” has the meaning specified in Section 1(c).

“ Applicable Close-out Rate ” means:—

(a) in respect of the determination of an Unpaid Amount:—

(i) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;

(iii) in respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and

(iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and

(b) in respect of an Early Termination Amount:—

(i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:—

(1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate;

(2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and

(3) in all other cases, the Applicable Deferral Rate; and

(ii) for the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:—

(1) if a party fails to pay the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable Deferral Rate;

(2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate;

(3) if the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect of which clause (1) above applies), the Non-default Rate; and

(4) in all other cases, the Termination Rate.

“ Applicable Deferral Rate ” means:—

(a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market;

(b) for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer after consultation with the other party, if practicable, for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; and

(c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount.

“ Automatic Early Termination ” has the meaning specified in Section 6(a).

“ Burdened Party ” has the meaning specified in Section 5(b)(iv).

“ Change in Tax Law ” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Transaction.

“ Close-out Amount ” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.

Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:—

(i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilised. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limit0ation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may include the following:—

(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

(2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.

“ Confirmation ” has the meaning specified in the preamble.

“ consent ” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“ Contractual Currency ” has the meaning specified in Section 8(a).

“ Convention Court ” means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters.

“ Credit Event Upon Merger ” has the meaning specified in Section 5(b).

“ Credit Support Document ” means any agreement or instrument that is specified as such in this Agreement.

“ Credit Support Provider ” has the meaning specified in the Schedule.

“ Cross-Default ” means the event specified in Section 5(a)(vi).

“ Default Rate ” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“ Defaulting Party ” has the meaning specified in Section 6(a).

“ Designated Event ” has the meaning specified in Section 5(b)(v).

“ Determining Party ” means the party determining a Close-out Amount.

“ Early Termination Amount ” has the meaning specified in Section 6(e).

“ Early Termination Date ” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“ electronic messages ” does not include e-mails but does include documents expressed in markup languages, and “ electronic messaging system ” will be construed accordingly.

“ English law ” means the law of England and Wales, and “ English ” will be construed accordingly.

“ Event of Default ” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“ Force Majeure Event ” has the meaning specified in Section 5(b).

“ General Business Day ” means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits).

“ Illegality ” has the meaning specified in Section 5(b).

“ Indemnifiable Tax ” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“ law ” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority), and “ unlawful ” will be construed accordingly.

“ Local Business Day ” means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment and, if that currency does not have a single recognised principal financial centre, a day on which the settlement system necessary to accomplish such payment is open, (d) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (e) in relation to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction.

“ Local Delivery Day ” means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish the relevant delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as determined in accordance with customary market practice for the relevant delivery.

“ Master Agreement ” has the meaning specified in the preamble.

“ Merger Without Assumption ” means the event specified in Section 5(a)(viii).

“ Multiple Transaction Payment Netting ” has the meaning specified in Section 2(c).

“ Non-affected Party ” means, so long as there is only one Affected Party, the other party.

“ Non-default Rate ” means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market.

“ Non-defaulting Party ” has the meaning specified in Section 6(a).

“ Office ” means a branch or office of a party, which may be such party’s head or home office.

“ Other Amounts ” has the meaning specified in Section 6(f).

“ Payee ” has the meaning specified in Section 6(f).

“ Payer ” has the meaning specified in Section 6(f).

“ Potential Event of Default ” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“ Proceedings ” has the meaning specified in Section 13(b).

“ Process Agent ” has the meaning specified in the Schedule.

“ rate of exchange ” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

“ Relevant Jurisdiction ” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“ Schedule ” has the meaning specified in the preamble.

“ Scheduled Settlement Date ” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“ Specified Entity ” has the meaning specified in the Schedule.

“ Specified Indebtedness ” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“ Specified Transaction ” means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt

instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“ Stamp Tax ” means any stamp, registration, documentation or similar tax.

“ Stamp Tax Jurisdiction ” has the meaning specified in Section 4(e).

“ Tax ” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“ Tax Event ” has the meaning specified in Section 5(b).

“ Tax Event Upon Merger ” has the meaning specified in Section 5(b).

“ Terminated Transactions ” means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force Majeure Event, all Affected Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all Transactions in effect either immediately before the effectiveness of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early Termination Date.

“ Termination Currency ” means (a) if a Termination Currency is specified in the Schedule and that currency is freely available, that currency, and (b) otherwise, euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York.

“ Termination Currency Equivalent ” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“ Termination Event ” means an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“ Termination Rate ” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“ Threshold Amount ” means the amount, if any, specified as such in the Schedule.

“ Transaction ” has the meaning specified in the preamble.

“ Unpaid Amounts ” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date, (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) or 5(d)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any Early Termination Amount due prior to such Early Termination Date and which remains unpaid as of such Early Termination Date, in each case together with any amount of interest accrued or other compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties.

“ Waiting Period ” means:—

(a) in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and

(b) in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

AIG Financial Products Corp.		GE Capital Credit Card Master Note Trust
	(Name of Party)		(Name of Party)

		By: The Bank of New York (Delaware), not in its individual capacity, but solely on behalf of the Trust

By:	/s/ Kathleen M. Furlong	By:	/s/ Kristine K. Gullo
	Name: Kathleen M. Furlong		Name: Kristine K. Gullo
	Title: Vice President, CFO and Treasurer		Title: Asst. Vice President
	Date: June 23, 2004		Date: June 23, 2004

Exhibit 4.6

SCHEDULE

to the

2002

Master Agreement

dated as of June 23, 2004

between AIG FINANCIAL PRODUCTS CORP. (“Party A”)

and

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

Part 1

Termination Provisions

In this Agreement —

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Qualifying Substitute Arrangement ” shall mean one of the following arrangements satisfactory to the Rating Agencies: (i) providing an unconditional guaranty to Party B covering all of the obligations under this Agreement and all Transactions hereunder in which the guarantor satisfies the Counterparty Ratings Requirement or procuring a Letter of Credit Transaction, in each case, reasonably satisfactory to Party B and procuring a Ratings Reaffirmation; (ii) procuring a Replacement Transaction which replaces all Transactions outstanding under this Agreement with Transactions on identical terms and procuring a Ratings Reaffirmation or (iii) post collateral pursuant to the ISDA Credit Support Annex to be negotiated by the parties at such time, provide an opinion of counsel that such posted collateral shall not be subject to the bankruptcy estate of Party A and procuring a Ratings Reaffirmation. For the avoidance of doubt, any action taken by Party A pursuant to sub-paragraphs (i) or (iii) shall not preclude Party A from taking any other action pursuant to (i), (ii) or (iii) above. Upon the successful completion of any such assignment to a replacement counterparty, Party A’s obligations to post collateral, if any, shall terminate and Party B shall release its security interest in, and return to Party A, any then-posted collateral. Notwithstanding the previous two sentences, if Party A’s and Party A’s Credit Support Provider’s (a) long-term unsecured debt rating by Moody’s is withdrawn, suspended or reduced to “A2” or below where Party A and Party A’s Credit Support Provider has only a long-

term unsecured debt rating; (b) long-term and short-term unsecured debt rating by Moody’s is withdrawn, suspended or reduced to “A3” or below or to “P-2” or below, respectively, where Party A and Party A’s Credit Support Provider has both a long-term and a short-term debt rating; (c) short-term unsecured debt rating from S&P is withdrawn, suspended or reduced below “A-1”; or (d) long-term unsecured debt rating by S&P is withdrawn, suspended or reduced below “A+”; Party A must procure a Replacement Transaction pursuant to sub-paragraph (ii) above or provide a guaranty pursuant to sub-paragraph (i) above. In the event that Party A has posted collateral pursuant to sub-paragraph (iii) above and the ratings of Party A’s Credit Support Provide are subsequently withdrawn, suspended or reduced below the ratings set forth in the preceding sentence, Party A shall, within 30 days of the date of the subsequent Downgrade, procure a Replacement Transaction pursuant to sub-paragraph (ii) above or provide a guaranty pursuant to sub-paragraph (i) above.

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

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

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

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

Part 2

Tax Representations

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

It is not required by applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on

account of any Tax from any payment (other than interest under Section 9(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 (as such Section 4(a)(iii) is modified in Part 5(h)(ii) hereof) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) (as such Section 4(a)(iii) is modified in Part 5(h)(ii) hereof) of this Agreement; and

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

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

(i) Party A and Party B make the following representation:

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 owing by it under clause (4).

Part 3

Agreement to Deliver Documents

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

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

Party Required to Deliver Documents	Form/Document/ Certificate	Date by which to be delivered	Covered by §(3)(d) Representation

Party A and Party B	A correct, complete and executed U.S. Internal Revenue Service Form W-9 (or any successor thereto), including appropriate attachments.	Upon execution of the Agreement and 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 such party or its Credit Support Provider, as applicable, containing audited consolidated financial statements for such fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles (“GAAP”) in the party’s country of organization, or, in lieu thereof, a copy of such party’s most recent Form 10-K as filed with the Securities and Exchange Commission.	Upon request of the other party and within a reasonable time after public availability (or, if such party is not a public reporting entity, within a reasonable time of such request).	Yes

Party A	With respect to the first three quarters of its fiscal year, a copy of the unaudited consolidated financial statements of such party or of such Party’s Credit Support Provider, if applicable, for its most recent fiscal quarter prepared in accordance with GAAP on a basis consistent with that of the annual financial statements of such party, or, in lieu thereof, a copy of such party’s Form 10-Q as filed with the Securities and Exchange Commission.	Upon request of the other party and within a reasonable time after public availability (or, if such party is not a public reporting entity, within a reasonable time of such request).	Yes

Party A & B	Evidence, reasonably satisfactory in form and substance to the receiving party, concerning the due execution and delivery of this Agreement or such Confirmation.	At or promptly following the execution and delivery of this Agreement and the execution and delivery of any Confirmation (if such Confirmation so requires).	Yes

Party A & B	Legal opinion in a form satisfactory to the other party.	Upon execution of the Agreement.	No

Part 4

Miscellaneous

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

Address for notices or communications to Party A:

Address:		50 Danbury Road
		Wilton, CT 06897-4444

Attention:		Chief Financial Officer (with a copy to General Counsel)

Telephone:		203-222-4700

Facsimile:		203-222-4780

Address for notices or communications to Party B:

Address:		GE Capital Credit Card Master Note Trust,
		in care of General Electric Capital Corporation,
		1600 Summer Street, 4 ^th Floor
		Stamford, CT 06927

Attention:		Manager Finance - Securitization

Telephone:		203-585-6586

Facsimile:		203-585-6564

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

Party A appoints as its Process Agent: Not applicable

Party B appoints as its Process Agent: Not applicable

The provisions of Section 13(c) of this Agreement shall be modified by the deletion of the words “12(a)(iii)” from the third sentence thereof.

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

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

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

(f) Credit Support Document . Details of any Credit Support Document: With respect to Party A, the guaranty issued by American International Group, Inc. (“ AIG ”), in a form satisfactory to Party B. With respect to Party B, not applicable.

(g) Credit Support Provider . Credit Support provider means with respect to Party A, AIG. With respect 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 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 Representation will apply to both parties. 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.

(v) FDICIA/Regulation EE . In addition to the foregoing representations, Party A represents to Party B either that (1) it is a Financial Institution as defined in Section 402(9) of the Federal Deposit Insurance Corporation Improvement Act of 1991, or (2) (A) it will engage in Financial Contracts (as defined in Section 2 of Regulation EE of the Federal Reserve Board (12 C.F.R. §231.2)) as a counterparty on both sides of one or more Financial Markets (as defined in Section 2 of Regulation EE of the Federal Reserve Board (12 C.F.R. §231.2)), and (B) that, on the date of this Agreement, it meets at least one of the tests set forth in Section 3(a)(1)-(2) of Regulation EE of the Federal Reserve Board (12 C.F.R. §231.3(a)(1)-(2)). The representation contained in clause (1) or clause 2(A) of this paragraph (h), as the case may be, will be deemed to be repeated by Party A on each date on which a Transaction is entered into.

(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.

(o) Transfer. Section 7 is hereby amended to read in its entirety as follows:

Except as stated under Section 6(b)(ii), in this Section 7 and Part 1(m) of the Schedule, and except for the assignment by way of security in favor of the Indenture Trustee under the Indenture Security Agreement, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under this Agreement without the prior written consent of the other parties. Notwithstanding the immediately foregoing sentence, Party A may transfer this Agreement to any Person, including, without limitation, another of Party A’s offices, branches or affiliates (“ Transferee ”) on five Business Days prior written notice to Party B, the Trustee and the Rating Agencies (so long as the Notes are Outstanding (as defined in the Indenture)); provided that, (i) if such transfer is to an entity other than the Party A Credit Support Provider, such notice shall be accompanied by a guarantee of the Party A Credit Support Provider of such Transferee’s obligations in substantially the form of Exhibit A hereto together with an opinion of counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Guarantee is valid, binding and enforceable, or by a written confirmation from the Party A Credit Support Provider together with an opinion of counsel, each in form and substance reasonably satisfactory to the Trustee that the guarantee given in respect of Party A is valid, binding and enforceable and will apply to the obligations of the Transferee under this Agreement; (ii) as of the date of such transfer the Transferee will not, as a result of such transfer, be required to withhold or deduct on account of any Tax under Section 2(d)(i) (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess except where the absence of such requirement is due to the operation of Section 2(d)(i)(4)(A) or (B); (iii) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; and (iv) the Rating Agencies have confirmed in writing that such transfer will not result in a withdrawal or reduction of their then-current Rating of the Notes. Party A agrees to cause such Transferee to make, and Party B agrees to make, such Payee Tax Representations and Payer Tax

Representations as may be reasonably requested by the other party immediately prior to such transfer.

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; provided that such accrued obligations shall not be extinguished until paid in full. Notwithstanding any provisions contained in this Agreement to the contrary, Party B shall not be obligated to pay any amount pursuant to this Agreement unless Party B has received funds which may be used to make such payment and such payment is made in advance in accordance with the Indenture. Any amount which Party B does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of Party B for any such insufficiency unless and until such payment is permitted under such preceding sentence.

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

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

(d) Transfers . Notwithstanding Section 6 of the Agreement, no transfer by Party A shall be effective unless Party A obtains a Ratings Reaffirmation prior to such transfer.

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

(f) Capitalized Terms . Capitalized terms used and not otherwise defined herein or in the Agreement or the 2000 Definitions (hereinafter defined) shall have the meanings assigned to them in the Master Indenture, dated as of September 25, 2003, among GE Capital Credit Card

Master Note Trust, as Issuer Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by an Indenture Supplement or amended from time to time (the “ Indenture ”).

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

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

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

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.

(ii) Section 4(a)(iii) of this Agreement is modified by deleting the word “materially” in the sixth line thereof.

(iii) Gross Up. The third line of Section 2(d)(i) of this Agreement is hereby amended by the insertion before the phrase “of any relevant gevernmental revenue authority” of the words “, application or official interpretation” and the insertion of the words “(either generally or with respect to a party to this Agreement)” after such phrase.

(iv) Section 14 Definitions. The definition of “law” in Section 14 is hereby amended by the insertion of the words “either generally or with respect to a party to this Agreement” after the phrase “any relevant governmental revenue authority” and the addition of the words “Change in Tax Law,” before the words “and unlawful” in the second line.

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

(j) Definitions . Reference is hereby made to the 2000 ISDA Definitions (the “2000 Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), and the 1998 ISDA FX and Currency Option Definitions (the “FX Definitions”, as published by ISDA, The Emerging Markets Traders Association and The Foreign Exchange Committee which are hereby incorporated by reference herein and shall be deemed to be incorporated in each Confirmation

hereunder. Any terms used and not otherwise defined herein which are contained in the 2000 Definitions or the FX Definitions shall have the meaning set forth therein.

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

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

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

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

(o) Calculations Upon Early Termination . Section 6(d)(i) of this Agreement shall be modified by the addition of the following after the first sentence thereof: “If there are two Affected Parties, the second party shall deliver such statement no later than one Local Business Day (determined in respect of such second party) after the effective date of the statement delivered by the first party.”

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

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

AIG FINANCIAL PRODUCTS CORP.


By:	/s/ Kathleen M. Furlong
	Name:	Kathleen M. Furlong
	Title:	Vice President, Chief Financial Officer
		and Treasurer


GE CAPITAL CREDIT CARD MASTER NOTE TRUST
By: The Bank of New York (Delaware), not in its individual capacity, but solely on behalf of the Trust

By:	/s/ Kristine K. Gullo
	Name:		Kristine K. Gullo
	Title:		Asst. Vice President

Exhibit 4.7

CONFIRMATION

Date:		June 23, 2004

To:		GE Capital Credit Card Master Note Trust (“ Party B ”)

From:		AIG FINANCIAL PRODUCTS CORP. (“ Party A ”)

Transaction Reference Number:		562726

The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the “ Definitions ”) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 23, 2004, as amended or supplemented from time to time (the “ Master Agreement ”) between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below.

The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Master Indenture, dated as of September 25, 2003, among Party B, as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture Supplement, dated as of [June 23, 2004, among Party B, as Issuer and the Indenture Trustee, both as amended or supplemented from time to time (the “ Indenture ”).

The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:		Class A Notes Interest Rate Swap

Notional Amount:		As of any date, (a) USD790,000,000, minus the aggregate amount of principal payments made to the Class A Noteholders on or prior to such date.

Trade Date:		June 21, 2004

Effective Date:		June 23, 2004

Termination Date:		The earlier of (i) the Payment Date occurring in June 15, 2010; (ii) the Payment Date on which the Notional Amount is reduced to zero and (iii) an Early Termination Date.

Payment Date:		August 15, 2004 and the 15 ^th day of each calendar month thereafter.

Calculation Period:		Initially, the period from and including the Effective Date to but excluding, August 15, 2004, and for each period thereafter, from and including each Payment Date to but excluding the following Payment Date.

Business Day Convention:		Following

Business Day:		New York, London, Connecticut and Georgia

Fixed Rate Amounts :

Fixed Rate Payer:		Party B

Fixed Rate Payer
Payment Date:		Each Payment Date

Fixed Rate Payer
Period End Dates:		Last day of each Calculation Period, with No Adjustment to Period End Date.

Fixed Rate:		3.736% per annum

Fixed Rate Day
Count Fraction:		30/360

LIBOR Floating Rate Amounts :

LIBOR Floating Rate Payer:		Party A

LIBOR Floating Rate Payer
Payment Dates:		Each Payment Date

LIBOR Floating Rate Payer
Period End Dates:		The last day of each Calculation Period, with Business Day Convention applicable.

Reset Date:		The first day of each Calculation Period

LIBOR Floating Rate:		USD-LIBOR-BBA

Initial LIBOR Setting:		1.37597%

Designated Maturity:		One month, except for the first Calculation Period, which shall be determined by Linear Interpolation.

Spread:		None

LIBOR Floating Rate Day
Count Fraction:		Actual/360

Compounding:		N/A

Calculation Agent:		Party A

Account Details

Payments to Party A: To be provided in written instructions.

Payments to Party B: To be provided in written instructions.

[Signature Page Follows]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

AIG FINANCIAL PRODUCTS CORP.

By:	/s/ James D. Haas
	Name:	James D. Haas
	Title:	Managing Director

Accepted and confirmed as of
the date first above written:

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
By: The Bank of New York (Delaware), not in its individual capacity, but solely as Trustee

By	/s/ Kristine K. Gullo
	Name:	Kristine K. Gullo
	Title:	Asst. Vice President

S-1

Exhibit 4.8

CONFIRMATION

Date:		June 23, 2004

To:		GE Capital Credit Card Master Note Trust (“Party B”)

From:		AIG FINANCIAL PRODUCTS CORP. (“Party A”)

Transaction Reference Number:		562727

The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Master Indenture, dated as of September 25, 2003, among Party B, as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture Supplement, dated as of June 23, 2004, among Party B, as Issuer and the Indenture Trustee, both as amended or supplemented from time to time (the “ Indenture ”).

The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:		Class B Notes Interest Rate Swap

Notional Amount:		As of any date, (a) USD110,000,000, minus the aggregate amount of principal payments made to the Class B Noteholders on or prior to such date.

Trade Date:		June 21, 2004

Effective Date:		June 23, 2004

Termination Date:		The earlier of (i) the Payment Date occurring in June 15, 2010; (ii) the Payment Date on which the Notional Amount is reduced to zero and (iii) an Early Termination Date.
Payment Date:		August 15, 2004 and the 15 ^th day of each calendar month thereafter.

Calculation Period:		Initially, the period from and including the Effective Date to but excluding, August 15, 2004, and for each period thereafter, from and including each Payment Date to but excluding the following Payment Date.

Business Day Convention:		Following

Business Day:		New York, London, Connecticut and Georgia

Fixed Rate Amounts :

Fixed Rate Payer:		Party B

Fixed Rate Payer
Payment Date:		Each Payment Date

Fixed Rate Payer
Period End Dates:		Last day of each Calculation Period, with No Adjustment to Period End Date.

Fixed Rate:		3.736% per annum

Fixed Rate Day
Count Fraction:		30/360

LIBOR Floating Rate Amounts :

LIBOR Floating Rate Payer:		Party A

LIBOR Floating Rate Payer
Payment Dates:		Each Payment Date

LIBOR Floating Rate Payer
Period End Dates:		The last day of each Calculation Period, with Business Day Convention applicable.

Reset Date:		The first day of each Calculation Period

LIBOR Floating Rate:		USD-LIBOR-BBA

Initial LIBOR Setting:		1.37597%

Designated Maturity:		One month, except for the first Calculation Period, which shall be determined by Linear Interpolation.

Spread:		None

LIBOR Floating Rate Day
Count Fraction:		Actual/360

Compounding:		N/A

Calculation Agent:		Party A

Account Details

Payments to Party A: To be provided in written instructions.

Payments to Party B: To be provided in written instructions.

[Signature Page Follows]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

AIG FINANCIAL PRODUCTS CORP.

By:	/s/ James D. Haas
	Name:	James D. Haas
	Title:	Managing Director

Accepted and confirmed as of
the date first above written:

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
By: The Bank of New York (Delaware), not in its individual capacity, but solely as Trustee

By	/s/ Kristine K. Gullo
		Name:		Kristine K. Gullo
			Title:	Asst. Vice President

S-1

Exhibit 4.9

CONFIRMATION

Date:		June 23, 2004

To:		GE Capital Credit Card Master Note Trust (“ Party B ”)

From:		AIG FINANCIAL PRODUCTS CORP. (“ Party A ”)

Transaction Reference Number:		562728

The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Master Indenture, dated as of September 25, 2003, among Party B, as Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee, as supplemented by the Indenture Supplement, dated as of June 23, 2004, among Party B, as Issuer and the Indenture Trustee, both as amended or supplemented from time to time (the “ Indenture ”).

The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:		Class C Notes Interest Rate Swap

Notional Amount:		As of any date, (a) USD52,500,000, minus the aggregate amount of principal payments made to the Class C Noteholders on or prior to such date.

Trade Date:		June 21, 2004

Effective Date:		June 23, 2004

Termination Date:		The earlier of (i) the Payment Date occurring in June 15, 2010; (ii) the Payment Date on which the Notional Amount is reduced to zero and (iii) an Early Termination Date.

Payment Date:		August 15, 2004 and the 15 ^th day of each calendar month thereafter.

Calculation Period:		Initially, the period from and including the Effective Date to but excluding, August 15, 2004, and for each period thereafter, from and including each Payment Date to but excluding the following Payment Date.

Business Day Convention:		Following

Business Day:		New York, London, Connecticut and Georgia

Fixed Rate Amounts :

Fixed Rate Payer:		Party B

Fixed Rate Payer
Payment Date:		Each Payment Date

Fixed Rate Payer
Period End Dates:		Last day of each Calculation Period, with No Adjustment to Period End Date.

Fixed Rate:		3.736% per annum

Fixed Rate Day
Count Fraction:		30/360

LIBOR Floating Rate Amounts :

LIBOR Floating Rate Payer:		Party A

LIBOR Floating Rate Payer
Payment Dates:		Each Payment Date

LIBOR Floating Rate Payer
Period End Dates:		The last day of each Calculation Period, with Business Day Convention applicable.

Reset Date:		The first day of each Calculation Period

LIBOR Floating Rate:		USD-LIBOR-BBA

Initial LIBOR Setting:		1.37597%

Designated Maturity:		One month, except for the first Calculation Period, which shall be determined by Linear Interpolation.

Spread:		None


LIBOR Floating Rate Day
Count Fraction:		Actual/360

Compounding:		N/A

Calculation Agent:		Party A

Account Details

Payments to Party A: To be provided in written instructions.

Payments to Party B: To be provided in written instructions.

[Signature Page Follows]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

AIG FINANCIAL PRODUCTS CORP.

By:	/s/ James D. Haas
	Name:	James D. Haas
	Title:	Managing Director

Accepted and confirmed as of
the date first above written:

GE CAPITAL CREDIT CARD MASTER NOTE TRUST
By: The Bank of New York (Delaware), not in its individual capacity, but solely as Trustee

By	/s/Kristine K. Gullo
	Name:	Kristine K. Gullo
	Title:	Asst. Vice President

S-1

Exhibit 4.10

GUARANTEE OF
AMERICAN INTERNATIONAL GROUP, INC.

Guarantee, dated as of June 23, 2004, by American International Group, Inc., a Delaware corporation (the “Guarantor”), in favor of GE Capital Credit Card Master Note Trust, a Delaware statutory trust (the “Guaranteed Party”).

1. Guarantee. To induce the Guaranteed Party to enter into a Master Agreement, dated as of June 23, 2004, pursuant to which the Guaranteed Party and AIG Financial Products Corp., a Delaware corporation (the “Company”), have entered and/or anticipate entering into one or more Transactions (as defined therein), the confirmation of each of which supplements, forms a part of, and will be read and construed as one with, such Master Agreement (as amended or modified from time to time, such Master Agreement together with such confirmations are collectively referred to herein as the “Agreement”), the Guarantor absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party and its successors, endorsees and assigns the prompt payment when due, subject to any applicable grace period, of all present and future payment obligations of the Company to the Guaranteed Party arising out of Transactions entered into under the Agreement (the “Obligations”). This Guarantee is a Credit Support Document as contemplated in the Agreement.

2. Nature of Guarantee. The Guarantor’s obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Company may have to payment of any Obligations other than defenses arising from the bankruptcy or insolvency of the Company and other defenses expressly waived hereby.

3. Changes in Obligations, Collateral therefor and Agreements Relating thereto; Waiver of Certain Notices. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with the Company or with any other party to or person liable on any of the Obligations or interested therein, for the extension, renewal, payment, compromise,

discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and the Company or any such other party or person without in any way impairing or affecting this Guarantee. The Guarantor waives notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of dishonor and protest.

4. Expenses . The Guarantor agrees to pay on demand all fees and out of pocket expenses (including the reasonable fees and expenses of the Guaranteed Party’s counsel) in any way relating to the enforcement or protection of the rights of the Guaranteed Party hereunder; provided, that the Guarantor shall not be liable for any expenses of the Guaranteed Party if no payment under this Guarantee is due.

5. S ubrogation. Upon payment of any of the Obligations, the Guarantor shall be subrogated to the rights of the Guaranteed Party against the Company with respect to such Obligations, and the Guaranteed Party agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.

6. No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

7. Representations and Warranties. The Guarantor hereby represents and warrants that:

(a) the Guarantor is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power to execute, deliver and perform this Guarantee;

(b) the execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of the Guarantor’s certificate of incorporation or by-laws, as amended to date, or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(c) all consents, licenses, clearances, authorizations and approvals of, and registrations and declarations with, any governmental authority or regulatory body necessary for the due execution, delivery and performance of this Guarantee have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee; and

(d) this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

8. Assignment. Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations hereunder to any other person (except by operation of law) without the prior written consent of the Guarantor or the Guaranteed Party, as the case may be, provided, however, that the Guaranteed Party may assign its rights, interests and obligations hereunder to an assignee or transferee to which it has transferred its interests and obligations under the Agreement pursuant to Section 7 thereof or pursuant to the Schedule thereto.

9. Notices. All notices or demands on the Guarantor shall be deemed effective when received, shall be in writing and shall be delivered by hand or by registered mail, or by facsimile transmission promptly confirmed by registered mail, addressed to the Guarantor at:

American International Group, Inc.

70 Pine Street, New York, NY 10270

Attention: Secretary Facsimile: (212)

514-6894

or to such other address or facsimile number as the Guarantor shall have notified the Guaranteed Party in a written notice delivered to the Guaranteed Party in accordance with the Agreement.

10. Continuing Guarantee. Subject to the provisions of Section 11 hereof, this Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations have been satisfied in full.

11. Termination. This Guarantee may be terminated by the Guarantor upon 5 days’ written notice to the Guaranteed Party, provided that this Guarantee shall remain in full force and effect with respect to Obligations incurred by the Company as a result of Transactions entered into prior to the effective date of such termination.

12. Governing Law . This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, this Guarantee has been duly executed and delivered by the Guarantor to the Guaranteed Party as of the date first above written.

	AMERICAN INTERNATIONAL GROUP, INC.

	By:	/s/ Jason Smythe

	By:	/s/ Kathleen E. Shannon