Exhibit 4.1
EXECUTION
VERSION
FIFTH AMENDMENT TO MASTER
INDENTURE
This FIFTH AMENDMENT TO MASTER INDENTURE, dated
as of May 22, 2008 (this “ Amendment ”), is
entered into between: (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 and certain other parties, 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 and the Fourth Amendment to Master Indenture,
dated as of June 28, 2007, between the Issuer and the
Indenture Trustee (as amended, the “ Indenture
”).
2.
The Indenture Trustee and the Issuer desire to amend the Indenture
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 Indenture as amended
hereby.
SECTION 2. AMENDMENTS TO
INDENTURE .
(a) The definitions of “FDIC”
and “Servicer Guaranty” in Section 1.1 of the
Indenture shall be deleted.
(b) The first sentence of the second
paragraph of Section 8.4(a) of the Indenture shall be
amended by removing the following phrases where they appear
therein:
(i) “(or, so long as the Servicer
Guaranty remains in effect, GE Capital)”; and
(ii) “and has deposit insurance as
required by law and by the FDIC”.
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, (ii) the Rating Agency Condition shall have been
satisfied, and (iii) the Issuer shall have delivered to the
Indenture Trustee (x) an Officer’s Certificate to the
effect that all requirements for such Amendment contained in the
Indenture
