Exhibit 4.1


 


FIRST AMENDMENT TO SERVICING AGREEMENT


 


This FIRST AMENDMENT, dated as of May 22, 2006 (this “Amendment”)
is between GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust
(“Successor Owner”) and GE MONEY BANK, successor by merger to Monogram
Credit Card Bank of Georgia (“Servicer”) to the Servicing Agreement,
dated as of June 27, 2003 (as may be further amended or modified from time
to time, the “Servicing Agreement”), between Successor Owner and
Servicer.


 


PRELIMINARY STATEMENTS


 


1.             Successor Owner and
Servicer desire to amend certain provisions of the Servicing Agreement.


 


2.             In consideration of
the foregoing, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such
parties hereby agree as follows:


 


AMENDMENTS


 


SECTION 1.  Amendments to the Servicing
Agreement. The Servicing Agreement is hereby amended as follows:


 


(a)           The
following shall be added to Section 2.2 as a new subsection (f):


 


“(f)          Servicer
shall deliver “Instructions”, as that term is defined in the Custody and
Control Agreement dated as of September 25, 2003, by and among Deutsche Bank
Trust Company Americas, as custodian (in such capacity, the “Custodian”), the
Successor Owner and Deutsche Bank Trust Company Americas, as Indenture Trustee
(the “Custody and Control Agreement”), on behalf of Successor Owner, and shall
direct the Custodian as to the investment of funds credited to the Trust
Accounts; provided that Servicer will direct the Custodian to invest
only in Permitted Investments (as such terms are defined in the Custody and
Control Agreement) maturing no later than the required distribution date for
such funds or, if earlier, the date specified in the Related Documents.”


 


(b)           The following shall be
added to Section 2.4 as a new clause (e):


 


“and (e) to deliver “Instructions” and
other directions as to the investment of funds credited to the Trust Accounts
(as such terms are defined in the Custody and Control Agreement) on behalf of
the Successor Owner; provided that such directions will limit the
investment of funds only to Permitted Investments (as such term is defined in
the Custody and Control Agreement)


 

















 


maturing no later than the required distribution date for such funds
or, if earlier, the date specified in the Related Documents.”


 


(c)           Section 2.8 shall
be replaced in its entirety with the following provisions:


 


“SECTION 2.8       Annual
Officer’s Certificate and Assessment of Compliance.


 


(a)           Servicer
shall deliver to Successor Owner and each Rating Agency on or before the 90th day following the end of each
fiscal year of the Successor Owner (beginning with the first fiscal year after
fiscal year 2005 in which the Successor Owner issues Notes that are subject to
the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), an Officer’s Certificate
of the Servicer providing such information as is required under Item 1123 of
Regulation AB under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. On or before the 90th day following the end of each
fiscal year ending prior to the first fiscal year for which an Officer’s
Certificate is required to be furnished pursuant to the preceding sentence, the
Servicer shall deliver to the Successor Owner an Officer’s Certificate of the
Servicer substantially in the form of Exhibit A.


 


(b)           The
Servicer shall deliver to the Successor Owner and each Rating Agency on or
before the 90th day
following the end of each fiscal year of the Successor Owner (beginning with
the first fiscal year after fiscal year 2005 in which the Successor Owner
issues Notes that are subject to Exchange Act reporting requirements), a report
regarding the Servicer’s assessment of compliance with the applicable servicing
criteria specified in Item 1122(d) of Regulation AB during the immediately
preceding fiscal year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act.”


 


(d)           Section 2.9(a) is
amended in its entirety to read as follows:


 


“(a)         On
or before the 90th
day following the end of each fiscal year of the Successor Owner (beginning
with the first fiscal year after fiscal year 2005 in which the Successor Owner
issues Notes that are subject to Exchange Act reporting requirements), Servicer
shall cause a firm of nationally recognized independent public accountants (who
may also render other services to Servicer) to furnish a report to the
Successor Owner that attests to, and reports on, the Servicer’s assessment
delivered pursuant to Section 2.8(b), which attestation report shall be
made in accordance with the requirements of Rules 13a-18 and 15d-18 of


 


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the Exchange Act. The attestation report required by this paragraph may
be replaced, at the Servicer’s option, by any similar attestation report using
standards which are now or in the future in use by servicers of comparable
assets or which otherwise comply with any rule, regulation, “no-action” letter
or similar guidance promulgated by the Securities and Exchange Commission.
Prior to such time as the Servicer is required to cause the report described in
the first sentence of this Section 2.9(a) to be delivered, the
Servicer shall cause a firm of nationally recognized independent public
accountants to furnish such reports as were required to be delivered pursuant
to Section 2.9(a) of this Agreement as in effect prior to the First
Amendment to Servicing Agreement, dated as of May 22, 2006.”


 


(e)           Section 2.9(b) is
amended by deleting the reference to “75th” where it appears therein and substituting therefor a
reference to “90th”.


 


SECTION 2.  Representations and
Warranties. In order to induce the parties hereto to enter into this
Amendment, each party hereto represents and warrants unto the other party
hereto as set forth in this Section 3:


 


(a)           The
execution, delivery and performance by such party of this Amendment are within
its powers, have been duly authorized by all necessary action, and do not: (i) contravene
its organizational documents or (ii) contravene any contractual
restriction, law or governmental regulation or court decree or order being on
or affecting it.


 


(b)           This
amendment constitutes the legal, valid and binding obligation of such party
enforceable against such party in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
and general equitable principles.


 


SECTION 3.  Binding Effect;
Ratification.


 


(a)           This
amendment shall become effective, as of the date first set forth above, when:


 


(i)            counterparts
hereof shall have been executed and delivered by the parties hereto;


 


(ii)           the
Rating Agency Condition is satisfied with respect to this Amendment; and


 


(iii)          the
Transferor shall have delivered to the Successor Owner an Officer’s Certificate
certifying that this Amendment will not cause an Adverse Effect (as defined in
the Indenture).


 


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(b)           When
the condition set forth in Section 3(a) above has been
satisfied, (i) this Amendment shall become part of the Servicing Agreement and (ii) each
reference in the Servicing Agreement to “this Agreement” or “hereof”, “hereunder”
or words of like import, and each reference in any other Related Document (as
defined in the Servicing Agreement) to the Servicing Agreement shall mean and
be a reference to the Servicing Agreement as amended hereby.


 


SECTION 4.  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
meanings of this Amendment.


 


(c)           This
Amendment may be executed in any number of counterparts, and by parties hereto
on separate counterparts, each of which shall be an original and all of which
take together shall constitute one and the same agreement.


 


(d)           Executed
counterparts may be delivered electronically


 


(e)           Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by The Bank of New York (Delaware), not in its individual
capacity but solely in its capacity as owner trustee of Successor Owner, and in
no event shall The Bank of New York (Delaware), in its individual capacity, or
any beneficial owner of Successor Owner have any liability for the representations,
warranties, covenants, agreements or other obligations of Successor Owner
hereunder, as to all of which recourse shall be had solely to the assets of
Successor Owner. For all purposes of this Amendment, in the performance of any
duties or obligations of Successor Owner hereunder, The Bank of New York
(Delaware) shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VII of the Trust Agreement (as defined in the
Indenture).


 


[Signature Pages Follow]


 


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IN WITNESS WHEREOF, the Servicer and the Successor Owner have caused
this Amendment to be duly executed by their respective officers as of the day
and year first above written.


 


	
   

  	
  GE MONEY BANK, as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brent
  Wallace

  	
   

  
	
   

  	
   

  	
  Name: Brent
  Wallace

  
	
   

  	
   

  	
  Title:
  President

  



 


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  GE CAPITAL CREDIT CARD MASTER NOTE

  TRUST, as Successor Owner

  
	
   

  	
   

  	
  By: The Bank
  of New York (Delaware), not

  in its individual capacity, but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kristine
  K. Gullo

  	
   

  
	
   

  	
   

  	
  Name: Kristine
  K. Gullo

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


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