Exhibit 4.1
SIXTH AMENDMENT TO MASTER
INDENTURE
This SIXTH AMENDMENT TO MASTER
INDENTURE, dated as of August 7, 2009 (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, 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 (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)
Section 8.5 shall be amended by replacing the phrase “On
each Transfer Date” with the following phrase: “On any
day on or before each Transfer Date following the end of the
related Monthly Period, so long as the Transferor has all
information needed to calculate all amounts referenced in this
Section 8.5 and the calculations have been
made.”
(b)
Section 8.6 shall be amended by replacing the phrase “On
each Transfer Date” with the following phrase: “On any
day on or before each Transfer Date following the end of the
related Monthly Period, so long as the Transferor has all
information needed to calculate all amounts referenced in this
Section 8.6 and the calculations have been
made.”
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)&n
