Exhibit 4.1
EXECUTION COPY
SUPPLEMENTAL INDENTURE NO. 1 TO
SERIES 2007-2 INDENTURE SUPPLEMENT
THIS SUPPLEMENTAL INDENTURE NO. 1 TO
SERIES 2007-2 INDENTURE SUPPLEMENT, dated as of June 22, 2009
(this “ Amendment ”), is between GE Capital
Credit Card Master Note Trust, a Delaware statutory trust, as
issuer (the “ Issuer ”) and Deutsche Bank Trust
Company Americas, a New York banking corporation, as trustee (the
“ Indenture Trustee ”).
BACKGROUND
WHEREAS, the Issuer and the
Indenture Trustee are parties to a Master Indenture, dated as of
September 25, 2003, as (i) 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, the Second Amendment to Master Indenture, dated as of
June 17, 2004, between the Issuer and the Indenture Trustee,
the Third Amendment to Master Indenture, dated as of
August 31, 2006, between the Issuer and the Indenture Trustee,
the Fourth Amendment to Master Indenture, dated as of June 28,
2007, between the Issuer and the Indenture Trustee and the Fifth
Amendment to Master Indenture, dated as of May 22, 2008,
between the Issuer and the Indenture Trustee and
(ii) supplemented by the Series 2007-2 Indenture
Supplement, dated as of March 29, 2007, between the Issuer and
the Indenture Trustee (“ the Series 2007-2 Indenture
Supplement ”), as amended, the (“ Master
Indenture ”).
WHEREAS, the parties hereto desire
to amend the Series 2007-2 Indenture Supplement as set forth
herein; and
WHEREAS, this Amendment is being
entered into pursuant to Section 9.1(b) of the Master
Indenture, and all conditions precedent to the execution of this
Amendment, as set forth in such Section 9.1(b), have been
satisfied.
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1.
Definitions .
Capitalized terms defined in the Master Indenture and used but not
otherwise defined herein have the meanings given to them in the
Master Indenture.
SECTION 2.
Amendments to
Series 2007-2 Indenture Supplement .
(a)
The definition of “Collateral
Amount” in Section 1.1 of the Series 2007-2
Indenture Supplement is amended in its entirety to read as
follows:
“ Collateral Amount
” means, as of any date of determination, an amount equal to
the excess of (a) the Initial Collateral Amount, over
(b) the sum of (i) the amount of principal previously
paid to the Series 2007-2 Noteholders (other than any
principal payments made from funds on deposit in the Spread
Account), (ii) the aggregate of all reductions in the
Collateral Amount pursuant to the last sentence of
Section 4.4(c)(iii) , (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.
