Exhibit 4.1


 


EXECUTION COPY


 


OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURE SUPPLEMENTS


 


THIS
OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURE SUPPLEMENTS, dated as of October 13,
2010 (this “Omnibus Supplement”), is between GE Capital Credit Card
Master Note Trust, a Delaware statutory trust, as issuer (the “Issuer”)
and Deutsche Bank Trust Company Americas, a New York banking corporation, as
trustee (the “Indenture Trustee”).


 


BACKGROUND


 


WHEREAS,
the Issuer and the Indenture Trustee are parties to a Master Indenture, dated
as of September 25, 2003, as amended by the Omnibus Amendment No. 1
to Securitization Documents, dated as of February 9, 2004, among RFS
Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company
Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc. and the
Indenture Trustee, 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, the Fifth Amendment to
Master Indenture, dated as of May 22, 2008, between the Issuer and the
Indenture Trustee and the Sixth Amendment to Master Indenture, dated as of August 7,
2009, between the Issuer and the Indenture Trustee (as amended, the “Master
Indenture”), and as supplemented by (i) the Series 2007-2
Indenture Supplement, dated as of March 29, 2007 (the “Series 2007-2
Indenture Supplement”), (ii) the Series 2007-4 Indenture
Supplement, dated as of June 28, 2007 (the “Series 2007-4
Indenture Supplement”), (iii) the Amended and Restated Series 2007-VFN7
Indenture Supplement, dated as of February 10, 2010, (iv) the Series 2009-1
Indenture Supplement, dated as of May 12, 2009 (the “Series 2009-1
Indenture Supplement”), (v) the Series 2009-VFN1 Indenture
Supplement, dated as of June 10, 2009, (vi) the Series 2009-VFN2
Indenture Supplement, dated as of June 12, 2009, (vii) the Amended
and Restated Series 2009-VFN3 Indenture Supplement, dated as of May 17,
2010, (viii) the Series 2009-2 Indenture Supplement, dated as of August 13,
2009 (the “Series 2009-2 Indenture Supplement”), (ix) the Series 2009-3
Indenture Supplement, dated as of September 21, 2009 (the “Series 2009-3
Indenture Supplement”), (x) the Series 2009-4 Indenture
Supplement, dated as of November 24, 2009 (the “Series 2009-4
Indenture Supplement”), (xi) the Series 2009-VFN4 Indenture
Supplement, dated as of December 16, 2009, (xii) the Series 2009-VFN5
Indenture Supplement, dated as of December 18, 2009, (xiii) the Series 2009-VFN6
Indenture Supplement, dated as of December 22, 2009, (xiv) the Series 2010-1
Indenture Supplement, dated as of March 31, 2010, (xv) the Series 2010-2
Indenture Supplement, dated as of April 7, 2010, (xvi) the Series 2010-3
Indenture Supplement, dated as of June 24, 2010, and (xvii) the Series 2010-VFN1
Indenture Supplement, dated as of July 1, 2010;


 


WHEREAS,
the parties hereto desire to amend the Series 2007-2 Indenture Supplement,
the Series 2007-4 Indenture Supplement, the Series 2009-1 Indenture
Supplement, the Series 2009-2 Indenture Supplement, the Series 2009-3
Indenture Supplement and the Series 2009-4 Indenture Supplement
(collectively, the “Specified Series Supplements”); and


 


WHEREAS,
this Omnibus Supplement is being entered into pursuant to Section 9.1(b) of
the Master Indenture and Section 8.1 of each Specified Series Supplement,
and all conditions 


 

















 


precedent
to the execution of this Omnibus Supplement, as set forth in such Section 9.1(b) and
such Section 8.1, have been satisfied.


 


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION 1.  Definitions.  Capitalized terms defined in the Master
Indenture and used but not otherwise defined herein have the meanings given to
them in the Master Indenture, and terms defined in a Specified Series Supplement
and used but not otherwise defined herein or in the Master Indenture have the
meanings given to them in such Specified Series Supplement.


 


SECTION 2.  Amendment to Indenture Supplements.


 


(a)           Section 1.1 of each of
the Series 2007-2 Indenture Supplement, the Series 2007-4 Indenture
Supplement and the Series 2009-1 Indenture Supplement shall be amended by
replacing the definition of “Minimum Free Equity Percentage” with the
following:


 


“Minimum Free Equity
Percentage” means, for purposes of the Series issued pursuant to this
Indenture Supplement, 4%; provided that, at any time that GE Capital’s
long-term unsecured debt is rated below Aa3 by Moody’s or below AA- by S&P,
the Minimum Free Equity Percentage shall be 7.0%.


 


(b)           Section 1.1 of each of
the Series 2009-2 Indenture Supplement, the Series 2009-3 Indenture
Supplement and the Series 2009-4 Indenture Supplement shall be amended by
replacing the definition of “Minimum Free Equity Percentage” with the
following:


 


“Minimum Free Equity
Percentage” means, for purposes of the Series issued pursuant to this
Indenture Supplement, 4%; provided that, at any time that GE Capital’s
long-term unsecured debt is rated below Aa3 by Moody’s, the Minimum Free Equity
Percentage shall be 7.0%.


 


SECTION 3.  Execution; Binding Effect; Ratification.


 


(a)           Pursuant to Section 5.3
of the Trust Agreement, the Transferor hereby instructs the Trustee to execute
this Omnibus Supplement on behalf of the Issuer.  The Transferor hereby certifies that it has
the authority and is duly authorized to instruct the Trustee under the Trust
Agreement, all conditions precedent to the above referenced actions have been
satisfied, and such actions are duly authorized pursuant to and in accordance
with the Trust Agreement and are not inconsistent with the terms of the Trust
Agreement and the Related Documents.  The
Transferor agrees that it will fully indemnify the Trustee pursuant to the
terms of the Trust Agreement in connection with the actions taken pursuant to
this Omnibus Supplement.


 


(b)           Pursuant to Section 9.1(b) of
the Master Indenture, the Issuer hereby orders the Indenture Trustee to execute
this Omnibus Supplement.


 

















 


(c)           This Omnibus Supplement
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.


 


(d)           The Specified Series Supplements,
as supplemented hereby, remain in full force and effect.  Any reference to any of the Specified Series Supplements
from and after the date hereof shall be deemed to refer to the Specified Series Supplement
as supplemented hereby, unless otherwise expressly stated.


 


(e)           Except as expressly
supplemented hereby, the Specified Series Supplements shall remain in full
force and effect and are hereby ratified and confirmed by the parties hereto.


 


SECTION 4.  No Recourse.  It is expressly understood and agreed by the
parties hereto that (a) this Omnibus Supplement is executed and delivered
by BNY Mellon Trust of 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 BNY Mellon Trust of
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 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 Issuer or be liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by
the Issuer under this Omnibus Supplement or any other related documents.


 

















 


SECTION 5.  No Petition.  The Trustee on behalf of the Issuer, by
entering into this Agreement hereby covenants and agrees that it will not at
any time institute against the Transferor or the Issuer, or join in any
institution against the Transferor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Federal or State bankruptcy or similar law in connection
with any obligations relating to this Omnibus Supplement or any of the Related
Documents; provided that nothing in this paragraph shall preclude, or be
deemed to estop, the Trustee from taking any action prior to the expiration of
the applicable preference period in any involuntary proceeding filed or
commenced against the Transferor or the Issuer by a Person other than the
Trustee or to otherwise limit any claims that the Trustee may have against the
Transferor or the Issuer.  This Section 5
shall survive the termination of this Omnibus Supplement.


 


SECTION 6.  Miscellaneous.


 


(a)           THIS OMNIBUS SUPPLEMENT 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 Omnibus
Supplement.


 


(c)           This Omnibus Supplement 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.


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Omnibus Supplement to be
duly executed as of the date first above written.


 


	
   

  	
  GE
  CAPITAL CREDIT CARD MASTER NOTE TRUST, as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BNY
  MELLON TRUST OF DELAWARE, not in its individual capacity, but solely on
  behalf of the Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine
  Gullo

  
	
   

  	
   

  	
  Name: Kristine
  K.Gullo

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


Omnibus
Supplement to Specified

Indenture Supplements


 


S-1

















 


	
   

  	
  “Deutsche
  Bank National Trust Company for”

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as
  the 

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan
  Barstock

  
	
   

  	
   

  	
  Name: Susan
  Barstock

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michelle
  Hy Voon

  
	
   

  	
   

  	
  Name: Michelle
  Hy Voon

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


Omnibus Supplement to Specified

Indenture Supplements


 


S-2

















 


	
   

  	
  Acknowledged
  and accepted as to

  
	
   

  	
  Section 3
  of the Omnibus Supplement,

  
	
   

  	
   

  
	
   

  	
  RFS
  HOLDING, L.L.C., as Transferor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ravi
  Ramanujam

  
	
   

  	
   

  	
  Name: Ravi
  Ramanujam

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


Omnibus
Supplement to Specified

Indenture Supplements


 


S-3