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 


 

















 


have
been met and the Issuer reasonably believes that such action will not result in
an Adverse Effect and (y) a Tax Opinion.  The Issuer shall
provide written notice to the Indenture Trustee upon satisfaction of the
conditions in the preceding sentence.


 


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. 
NO RECOURSE.  It is
expressly understood and agreed by the parties hereto that (a) this
Agreement is executed and delivered by BNYM (Delaware), not individually or
personally but solely as trustee of the Issuer, in the exercise of the powers
and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by BNYM
(Delaware) but is made and intended for the purpose of binding only the Issuer,
(c) nothing herein contained shall be construed as creating any liability
on BNYM (Delaware), individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through
or under the parties hereto and (d) under no circumstances shall BNYM
(Delaware) be personally liable for the payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under
this Agreement or any other related documents.


 


SECTION 6.  MISCELLANEOUS.  (a) THIS AMENDMENT 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 (WITHOUT REGARDING
TO THE CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.


 


(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.


 


*     *    
*     *     *    
*


 


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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: BNYM (Delaware), not in its individual capacity but

  
	
   

  	
   

  	
  solely on behalf of the Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  James Ambagis

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  James Ambagis

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  



 


 

















 


	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as 

  
	
   

  	
   

  	
  Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michele Hy Voon

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  Michele Hy Voon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dorit Ritter-Haddad

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  Dorit Ritter-Haddad

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Attorney-in-fact