Exhibit 4.1


 


FIRST AMENDMENT TO ADMINISTRATION AGREEMENT


 


This
FIRST AMENDMENT to ADMINISTRATION AGREEMENT dated as of May 4, 2009 (this “Amendment”),
is entered into by and among (i) GE CAPITAL CREDIT CARD MASTER NOTE TRUST,
a Delaware statutory trust (the “Trust”) and (ii) GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation (the “Administrator”).


 


BACKGROUND


 


1.             Trust, BNY Mellon
Trust of Delaware, as Trustee (the “Trustee”) and Administrator are
parties to the Administration Agreement, dated as of September 25, 2003
(the “Administration Agreement”).


 


2.             Trust and Administrator desire to
amend the Administration Agreement as set forth herein.


 


AMENDMENTS


 


The parties hereto agree as
follows:


 


SECTION 1.  Definitions.  As used herein, terms that are defined herein
shall have the meanings as so defined, and terms not so defined shall have the
meanings as set forth in (or by reference in) the Administration Agreement as
amended hereby.


 


SECTION 2.  Amendment to
the Administration Agreement.  Each party to this Amendment that is a party
to the Administration Agreement agrees that the Administration Agreement is
hereby amended as follows:


 


(a)           Section 1(d) is
deleted and replaced in its entirety with the following:


 


“(d)         Duties with respect to sale of Notes.  The Administrator, on behalf of the Trust,
shall perform the administrative duties of the Trust under any note purchase
agreement, loan agreement, underwriting agreement, certification as to Term
Asset-Backed Securities Loan Facility (“TALF”) eligibility or any
undertaking relating to TALF.  The
Administrator, on behalf of the Trust, shall monitor the performance of the
Trust and shall advise the Trust when action is necessary to comply with the
Trust’s duties under any note purchase agreement, loan agreement, underwriting
agreement, certification as to TALF eligibility or any undertaking relating to
TALF.  The Administrator, on behalf of
the Trust, shall prepare for execution by the Trust or shall cause the preparation
by other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust (or
Trustee) to 


 

















 


prepare,
file or deliver pursuant to any note purchase agreement, loan agreement,
underwriting agreement, certification as to TALF eligibility or any undertaking
relating to TALF.  In furtherance of the
foregoing, the Administrator, on behalf of the Trust (or Trustee) shall take
all appropriate action that is the duty of the Trust to take pursuant to such
documents.


 


SECTION 3.  Effectiveness. This Amendment shall
become effective, as of the date first set forth above, when counterparts
hereof shall have been executed and delivered by the parties hereto, and
thereafter shall be binding on the parties hereto and their respective
successors and assigns.


 


SECTION 4.  Binding
Effect; Ratification.  (a)                                               On and after the execution and delivery
hereof, (i) this Amendment shall be a part of
the Administration Agreement and (ii) each
reference in the Administration Agreement to “this Agreement”, “hereof”, “hereunder”
or words of like import, and each reference in any other Related Document to
the Administration Agreement, shall mean and be a reference to such
Administration Agreement as amended hereby.


 


(b)                                 Except as expressly amended hereby, the
Administration Agreement shall remain in full force and effect and is hereby
ratified and confirmed by the parties hereto.


 


SECTION 5.  Governing Law; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OF LAW.


 


(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.


 


SECTION 6.  No Recourse. It is expressly
understood and agreed by the parties hereto that (a) this Amendment is
executed and delivered by BNY Mellon Trust of Delaware, not individually or
personally but solely as trustee of the Trust, 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 Trust is made and
intended not as personal representations, undertakings and agreements by BNY
Mellon Trust of Delaware but is made and intended for the purpose of binding
only the Trust, (c) nothing herein contained shall be construed as
creating any liability on BNY Mellon Trust of 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 BNY Mellon Trust of Delaware be personally liable for
the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure 


 


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of any obligation, representation, warranty
or covenant made or undertaken by the Trust under this Amendment or any other
related documents.


 


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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: BNY Mellon Trust of Delaware,

  
	
   

  	
   

  	
  not in its individual capacity but solely as

  
	
   

  	
   

  	
  Trustee on behalf of the Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  
	
   

  	
   

  	
  Name: Kristine K. Gullo

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian D. Doubles

  
	
   

  	
   

  	
  Name: Brian D. Doubles

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
					



 


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