FORM OF Series 2009-3 INDENTURE SUPPLEMENT

Addendum or Modifications

You are currently viewing:

This Addendum or Modifications involves

GE CAPITAL CREDIT CARD MASTER NOTE TRUST | DEUTSCHE BANK TRUST COMPANY AMERICAS,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: FORM OF Series 2009-3 INDENTURE SUPPLEMENT
Governing Law: New York Date: 9/17/2009

Exhibit 4.1

GE CAPITAL CREDIT CARD MASTER NOTE TRUST,

as Issuer

And

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

FORM OF Series 2009-3 INDENTURE SUPPLEMENT

Dated as of September 21, 2009

TABLE OF CONTENTS

				Page

ARTICLE I		DEFINITIONS

	SECTION 1.1.		Definitions	1

	SECTION 1.2.		Incorporation of Terms	14

ARTICLE II		CREATION OF THE SERIES 2009-3 NOTES

	SECTION 2.1.		Designation	14

	SECTION 2.2.		Transfer Restrictions	14

ARTICLE III		REPRESENTATIONS, WARRANTIES AND COVENANTS

	SECTION 3.1.		Representations, Warranties and Covenants with respect to Receivables	16

	SECTION 3.2.		Representations, Warranties and Covenants with respect to ERISA	16

ARTICLE IV		RIGHTS OF SERIES 2009-3 NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

	SECTION 4.1.		Determination of Interest and Principal	17

	SECTION 4.2.		Establishment of Accounts	18

	SECTION 4.3.		Calculations and Series Allocations	19

	SECTION 4.4.		Application of Available Finance Charge Collections and Available Principal Collections	22

	SECTION 4.5.		Distributions	25

	SECTION 4.6.		Investor Charge-Offs	25

	SECTION 4.7.		Reallocated Principal Collections	26

	SECTION 4.8.		Excess Finance Charge Collections	26

	SECTION 4.9.		Shared Principal Collections	26

	SECTION 4.10.		Reserve Account	26

	SECTION 4.11.		Spread Account	27

	SECTION 4.12.		Investment of Accounts	28

	SECTION 4.13.		Controlled Accumulation Period	29

	SECTION 4.14.		[Reserved]	29

	SECTION 4.15.		Deposit of Collections	29

ARTICLE V		DELIVERY OF SERIES 2009-3 NOTES; REPORTS TO SERIES 2009-3 NOTEHOLDERS

	SECTION 5.1.		Delivery and Payment for the Series 2009-3 Notes	30

TABLE OF CONTENTS

(continued)

					Page

	SECTION 5.2.			Reports and Statements to Series 2009-3 Noteholders	30

ARTICLE VI		SERIES 2009-3 EARLY AMORTIZATION EVENTS

	SECTION 6.1.			Series 2009-3 Early Amortization Events	30

ARTICLE VII		REDEMPTION OF SERIES 2009-3 NOTES; FINAL DISTRIBUTIONS; SERIES TERMINATION

	SECTION 7.1.			Optional Redemption of Series 2009-3 Notes; Final Distributions	32

	SECTION 7.2.			Series Termination	33

ARTICLE VIII		MISCELLANEOUS PROVISIONS

	SECTION 8.1.			Ratification of Indenture; Amendments	33

	SECTION 8.2.			Form of Delivery of the Series 2009-3 Notes	33

	SECTION 8.3.			Counterparts	33

	SECTION 8.4.			GOVERNING LAW	33

	SECTION 8.5.			Limitation of Liability	35

	SECTION 8.6.			Rights of the Indenture Trustee	35

	SECTION 8.7.			Notice Address for Rating Agencies	35

	SECTION 8.8.			Compliance with Applicable Anti-Terrorism and Anti-Money Laundering Regulations	35

	SECTION 8.9.			Notes to be Treated as Debt for Tax	36

	SECTION 8.10.			Deemed Consent	36

EXHIBITS

EXHIBIT A-1			FORM OF CLASS A NOTE

EXHIBIT A-2			FORM OF CLASS B NOTE

EXHIBIT A-3			FORM OF CLASS C NOTE

EXHIBIT B			FORM OF MONTHLY NOTEHOLDER’S STATEMENT

SCHEDULES

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

SERIES 2009-3 INDENTURE SUPPLEMENT, dated as of September 21, 2009 (the “ Indenture Supplement ”), between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “ Issuer ” or the “ Trust ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, the “ Indenture Trustee ”) under the Master Indenture, dated as of September 25, 2003 (the “ Indenture ”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc., and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004 between the Issuer and the Indenture Trustee, as further amended by the Third Amendment to Master Indenture, dated as of August 31, 2006 between the Issuer and the Indenture Trustee, as further amended by the Fourth Amendment to Master Indenture, dated as of June 28, 2007 between the Issuer and the Indenture Trustee, as further amended by the Fifth Amendment to Master Indenture, dated as of May 22, 2008, between the Issuer and the Indenture Trustee, and as further amended by the Sixth Amendment to Master Indenture, dated as of August 7, 2009, 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 2009-3 and to no other Series. Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings:

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

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

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

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

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

“ Agreement ” is defined in the preamble .

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

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

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

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

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

“ Available Finance Charge Collections ” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Finance Charge Collections for such Monthly Period, (b) the Series

2009-3 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 Payment Date to be treated as Available Finance Charge Collections pursuant to Section 4.10(a) , and (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) .

“ 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 2009-3 for application as Shared Principal Collections), (ii) the aggregate amount to be treated as Available Principal Collections pursuant to Sections 4.4(a)(vi) , (vii) and (x) , and (iii) during an Early Amortization Event, the amount of Available Finance Charge Collections used to pay principal on the Notes pursuant to Section 4.4(a)(xiii) 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 amount required to be paid pursuant to Section 4.4(a)(i) and (c) the Noteholder Servicing Fee, each with respect to the related Payment Date, and the denominator of which is the Collateral Amount plus

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

“ Benefit Plan ” means (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Code that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plans in such entity, or (iv) a governmental plan, church plan or non-U.S. plan that is subject to any Similar Law.

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

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

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

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

“ Class A Note Initial Principal Balance ” means $750,000,000.

“ Class A Note Interest Rate ” means a per annum rate of 2.54%.

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

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

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

“ Class B Note Initial Principal Balance ” means $120,000,000.

“ Class B Note Interest Rate ” means 6.42% per annum.

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

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

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

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

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

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

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

“ Class C Note Initial Principal Balance ” means $82,500,000.

“ Class C Note Interest Rate ” means 9.32% per annum.

“ 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 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) .

“ Closing Date ” means September 21, 2009.

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

“ Collateral Amount ” means, as of any date of determination, an amount equal to the excess of (a) the Initial Collateral Amount, over (b) the sum of (i) the amount of principal previously paid to the Series 2009-3 Noteholders (other than any principal payments made from funds on deposit in the Spread Account), (ii) reductions in the Excess Collateral Amount due to reductions in the Required Excess Collateral Amount, (iii) the Principal Accumulation Account Balance, and (iv) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts pursuant to Section 4.4(a)(vii) prior to such date.

“ Controlled Accumulation Amount ” means, for any Payment Date with respect to the Controlled Accumulation Period, $190,500,000; provided , however , that if the Controlled Accumulation Period Length is determined to be less than or more than five months pursuant to Section 4.13 , the Controlled Accumulation Amount for each Payment Date with respect to the Controlled Accumulation Period will be equal to (i) the initial Note Principal Balance divided by (ii) the Controlled Accumulation Period Length; provided , further , that the Controlled Accumulation Amount for any Payment Date shall not exceed the Note Principal Balance minus any amount already on deposit in the Principal Accumulation Account on such Payment Date.

“ Controlled Accumulation Period ” means, unless an Early Amortization Event shall have occurred prior thereto, the period commencing at the opening of business on March 22, 2011 or such other date as is determined in accordance with Section 4.13 and ending on the first to occur of (a) the commencement of the Early Amortization Period and (b) the Final Payment Date.

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

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

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

(a) product of (i) the Class A Monthly Interest 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) product of (i) the Class B Monthly Interest 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) product of (i) the Class C Monthly Interest 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.

“ 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 2009-3 Early Amortization Event is deemed to occur and ending on the Final Payment Date.

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

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

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

“ Expected Principal Payment Date ” means the September 2011 Payment Date.

“ 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 2009-3 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 2009-3 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 2009-3 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 .

“ Minimum Free Equity Percentage ” means, for purposes of Series 2009-3, 4%; provided that, at any time that GE Capital’s long-term unsecured debt is rated Aa2 or lower by Moody’s or AA or lower by S&P, the Minimum Free Equity Percentage shall be 7.0%.

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

“ Monthly Period ” means, as to the October 2009 Payment Date, the period beginning on the Closing Date and ending on September 21, 2009, and as to each Payment Date thereafter, 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.

“ 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) 25.00% of the Initial Collateral Amount 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) 13.00% of the Initial Collateral Amount 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) 4.75% of the Initial Collateral Amount 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.

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

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

“ Payment Date ” means October 15, 2009 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 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 November 2009 Payment Date, the Excess Spread Percentage for the Monthly Period relating to such Payment Date, (b) with respect to the December 2009 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 November 2009 Payment Date and (ii) the Excess Spread Percentage for the Monthly Period relating to the December 2009 Payment Date and the denominator of which is two, and (c) with respect to the January 2010 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 and Moody’s.

“ Rating Agency Condition ” means, with respect to Series 2009-3 and any action, (i) that Moody’s shall have notified the Issuer in writing that such action will not result in a reduction or withdrawal of the rating, if any, of any outstanding Class with respect to which Moody’s is a Rating Agency or (ii) with respect to any outstanding Class with respect to which Fitch is a Rating Agency, 10 days’ prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable) to Fitch delivered electronically to notifications.abs@fitchratings.com.

“ 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.

“ Reassignment Amount ” means, with respect to Series 2009-3, the Redemption Amount.

“ 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 2009-3 Noteholders and (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 2009-3 Noteholders on a prior Payment Date.

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

“ Removal Date ” means 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 3.00% of the Initial Collateral Amount;

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

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

“ Required Reserve Account Amount ” means, for any Transfer Date on or after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance or (b) any other amount designated by the Issuer; provided , however , that if such designation is of a lesser amount, the Issuer shall (i) provide the Indenture Trustee with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to the Indenture Trustee a certificate 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 2009-3.

“ Required Spread Account Amount ” means, for the October 2009 Payment Date, zero, and for any Payment Date thereafter, 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 2009-3 Notes the Required Spread Account Amount will never exceed the Class C Note Principal Balance (after taking into account any payments to be made on such Payment Date).

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

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

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

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

“ Reset Date ” means:

(a) each Addition Date;

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

(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.

“ Series Accounts ” means, collectively, the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account.

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

Charge Collections for all outstanding Series as of the close of business on the subject Reset Date.

“ Series Maturity Date ” means, with respect to Series 2009-3, the September 2014 Payment Date.

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

“ Series 2009-3 ” means the Series of Notes the terms of which are specified in this Indenture Supplement.

“ Series 2009-3 Early Amortization Event ” is defined in Section 6.1 .

“ Series 2009-3 Excess Finance Charge Collections ” means Excess Finance Charge Collections allocated from other Series in Group One to Series 2009-3 pursuant to Section 8.6 of the Indenture.

“ Series 2009-3 Note ” means a Class A Note, a Class B Note or a Class C Note.

“ Series 2009-3 Noteholder ” means a Class A Noteholder, a Class B Noteholder or a Class C Noteholder.

“ Similar Law ” means any applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code.

“ 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, with respect to any Payment Date, the excess, if any, of the Excess Collateral Amount over the Required Excess Collateral Amount, in each case calculated after giving effect to any deposits into the Principal Accumulation Account and

payments of principal on such Payment Date, but before giving effect to any reduction in the Collateral Amount on such Payment Date pursuant to Section 4.4(c)(iii) .

“ 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 2009-3.

ARTICLE II
CREATION OF THE SERIES 2009-3 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 2009-3 ” or the “ Series 2009-3 Notes .” The Series 2009-3 Notes shall be issued in three Classes, known as the “ Class A Series 2009-3 2.54% Asset Backed Notes ,” the “ Class B Series 2009-3 6.42% Asset Backed Notes ,” and the “ Class C Series 2009-3 9.32% Asset Backed Notes .”

(b) Series 2009-3 shall be included in Group One and shall be a Principal Sharing Series. Series 2009-3 shall be an Excess Allocation Series with respect to Group One only. Series 2009-3 shall not be subordinated to any other Series.

(c) The Class A Notes shall be issued in minimum denominations of $100,000 and in integral multiples of $1,000 and the Class B Notes and the Class C Notes shall be issued in minimum denominations of $100,000 and in integral multiples of $1.

SECTION 2.2. Transfer Restrictions .

(a) Neither the Class B Notes nor the Class C Notes have been registered under the Securities Act or any state securities law. None of the Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class B Notes or the Class C Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture Supplement or the Trust Agreement to permit the transfer of any Class B Note or Class C Note without registration.

(b) Until such time as any such Class of Notes has been registered under the Securities Act and any applicable state securities law, the Class B Notes and the Class C Notes may not be sold, transferred, assigned, participated, pledged or otherwise disposed of (any such act, a “Class B Note Transfer” and a “Class C Note Transfer,” respectively) to any Person except in accordance with the provisions of this Section 2.2 , and any attempted Class B Note Transfer or Class C Note Transfer in violation of this Section 2.2 will be null and void.

(c) Each Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THIS NOTE:

(1) AGREES FOR THE BENEFIT OF THE ISSUER AND THE TRANSFEROR THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“ RULE 144A ”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “ QIB ”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES; AND

(2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

(d) By acceptance of any Class B Note or Class C Note, the Class B Noteholder and the Class C Noteholder, respectively, specifically agrees with and represents to the Transferor, the Issuer and the Note Registrar, that no Class B Note Transfer or Class C Note Transfer, as applicable, will be made unless (i) the registration requirements of the Securities Act and any applicable state securities laws have been complied with, (ii) such Class B Note Transfer or Class C Note Transfer, as applicable, is to the Transferor or its Affiliates, or (iii) such Class B Note Transfer or Class C Note Transfer, as applicable, is exempt from the registration requirements under the Securities Act because such Class B Note Transfer or Class C Note Transfer, as applicable, is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a “Qualified Institutional Buyer” (as defined in the Securities Act) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Class B Note Transfer or Class C Note Transfer, as applicable, is being made in reliance upon Rule 144A under the Securities Act.

(e) The Transferor will make available to the prospective transferor and transferee of a Class B Note or Class C Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A.

(f) Each Class A Note, Class B Note and Class C Note will bear a legend to the effect of the following unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer’s Certificate) consistent with applicable law:

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”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE PLAN ASSETS OF A PLAN DESCRIBED IN (A) OR (B) ABOVE OR (D) A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) ITS ACQUISITION, CONTINUED HOLDING AND DISPOSITION OF THIS NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW.

ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS

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

SECTION 3.2. Representations, Warranties and Covenants with respect to ERISA . By acquiring a Series 2009-3 Note, each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not (and for so long as it holds such Series 2009-3 Note will not be), is not acting on behalf of (and for so long as it holds such Series 2009-3 Note will not be acting on behalf of), and is not investing the assets of a Benefit Plan or (ii) its acquisition, continued holding and disposition of such Series 2009-3 Note will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law.

ARTICLE IV
RIGHTS OF SERIES 2009-3 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 30 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 the Class A Monthly Interest for the October 2009 Payment Date shall equal $1,270,000.00.

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 30 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 30 and the denominator of which is 360, (ii) the Class B Note Interest Rate and (iii) the Class B Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Payment Date, the Class B Note Initial Principal Balance); provided that the Class B Monthly Interest for the October 2009 Payment Date shall equal $513,600.00.

With respect to each Payment Date, the Issuer shall determine the excess, if any (the “ Class B Deficiency Amount ”), of (x) the aggregate amount of Class B Monthly Interest payable pursuant to this Section 4.1(b) as of the prior Payment Date over (y) the amount of Class B Monthly Interest actually paid on such Payment Date. If the Class B Deficiency Amount for any Payment Date is greater than zero, on each subsequent Payment Date until such Class B Deficiency Amount is fully paid, an additional amount (“ Class B Additional Interest ”) equal to the product of (i) a fraction, the numerator of which is 30 and the denominator of which is 360, (ii) the Class B Note Interest Rate 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 30 and the denominator of which is 360, (ii) the Class C Interest Rate 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 the Class C Monthly Interest for the October 2009 Payment Date shall equal $512,600.00.

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 30 and the denominator of which is 360, (ii) the Class C Note Interest Rate 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 Monthly Period following the Monthly Period in which the Controlled Accumulation Period or, if earlier, the Early Amortization Period, begins, shall be equal to the least of (i) the Available Principal Collections on deposit in the Principal Account with respect to the related Monthly Period, (ii) for each Payment Date with respect to the Controlled Accumulation Period, the Controlled Deposit Amount for such Payment Date, (iii) the Collateral Amount (after taking into account any adjustments to be made on such Payment Date pursuant to Sections 4.6 and 4.7 ) prior to any deposit into the Principal Accumulation Account on such Payment Date, and (iv) the Note Principal Balance, minus any amount already on deposit in the Principal Accumulation Account on such Payment Date.

SECTION 4.2. Establishment of Accounts .

(a) As of the Closing Date, the Issuer covenants to have established and shall thereafter maintain the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account, each of which shall be an Eligible Deposit Account.

(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 2009-3 pursuant to Article VIII of the Indenture shall be allocated and distributed as set forth in this Article. Notwithstanding anything to the contrary in Section 4.3(b) , during any period when the Issuer is permitted by Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Section 4.3(b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Payment Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if the Originator is Servicer, any amounts owed to the Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2009-3 pursuant to Section 8.5 of the Indenture)).

(b) Allocations to the Series 2009-3 Noteholders . The Issuer shall on each Date of Processing, allocate to the Series 2009-3 Noteholders the following amounts as set forth below:

(i) Allocations of Finance Charge Collections . The Issuer shall allocate to the Series 2009-3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15 , shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been

allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a) ), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “ Target Amount ”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest 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 the related Payment Date in accordance with Section 4.4(a) ; and (2) Collections of Finance Charge Receivables released to Transferor pursuant to clause (i) above shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been applied to the items specified in Section 4.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on the related Payment Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(iv) of the definition of Collateral Amount.

(ii) Allocations of Principal Collections . The Issuer shall allocate to the Series 2009-3 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 2009-3 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 2009-3 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 2009-3 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

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates