Exhibit 4.4


 


SECOND AMENDMENT TO MASTER INDENTURE


 


This SECOND AMENDMENT TO MASTER INDENTURE,
dated as of June 17, 2004 (this “Amendment”), is entered into among: (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 certain other parties (the “Indenture”).


 


2.                                       The Indenture
Trustee and the Issuer desire to amend the Securitization Documents 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. 
The Indenture shall be amended as set forth below:


 


(a)                    The definition
of “Aggregate Principal Receivables” is amended by deleting the parenthetical
“(excluding Principal Receivables that are Specified Retailer Receivables with
respect to any date of determination prior to the RFS Funding Trust Termination
Date)” where it appears in such definition.


 


(b)                   The definition
of “Free Equity Amount” is amended in its entirety as follows:


 


““Free Equity Amount” means, on any date of determination, the
result of (a) the Note Trust Principal Balance at such time, minus (b) the
aggregate of the Collateral Amounts at such time for all Outstanding Series of
Notes, plus (c) the amount of funds then on deposit in any Trust Account that
will be applied to pay the principal amount of the Notes of any Series on the
following Payment Date, but only to the extent not deducted for purposes of determining
the Collateral Amount at such time for any Series of Notes.”


 


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(c)                    The definition
of “Indenture Servicer Default” is amended by deleting the words “of such
Series” where they appear after the word “Notes” in each clause (a) and clause
(b) of such definition,.


 


(d)                   The following
shall be added to Section 8.2 as a new subsection (e):


 


“(e)                               On each Payment Date,
all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Excess Funding Account shall be treated as
Finance Charge Collections with respect to the last day of the preceding
Monthly Period, except as otherwise provided in any Indenture Supplement.  On each Payment Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit
in the Collection Account shall be paid to the Transferor.  For purposes of determining the availability
of funds or the balances in the Collection Account or the Excess Funding
Account for any purpose under this Indenture, all interest and other investment
earning net of investment expenses and losses shall be deemed not to be
available or on deposit.”


 


(e)                    The following
shall be added to Section 8.4 as a new subsection (d):


 


“(d)                              On each Determination
Date, the Issuer shall determine (i) the amount of fees and any other amounts
payable to the Indenture Trustee (the “Indenture Trustee Expenses”), (ii) the
amount of fees and any other amounts payable to the Trustee (the “Trustee
Expenses”), (iii) the amount of fees and any other amounts payable to the RFS
Funding Trustee (the “RFS Funding Trustee Expenses”) and (iv) the amount of
fees and any other amounts payable to the Administrator (the “Administrator
Expenses”) and shall allocate each of the Indenture Trustee Expenses, the
Trustee Expenses, the RFS Funding Trustee Expenses and the Administrator
Expenses, to the extent any such amounts are solely attributable to one Series,
to each such Series as to which they are solely attributable, and any amounts
remaining shall be allocated to each Series according to their respective
Series Allocation Percentages (calculated as described in the Indenture
Supplement for each Series).  The amount
allocated to each Series shall be paid on the following Payment Date as
described in the related Indenture Supplement.”


 


(f)                      Section 9.2
is amended by deleting the third to last paragraph of such Section.


 


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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, and (ii) the holders of 66 2/3% of the
Outstanding Principal Balance of the Notes of each Series shall have consented
to this amendment.


 


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. 
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.


 


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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: General Electric Capital Corporation
  not in its

  individual capacity but solely as Administrator on behalf of

  GE Capital Credit Card Master Note Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Iain J. Mackay

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Gregory I. Spatz

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gregory I. Spatz

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Associate

  	
   

  
									



 


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