EXECUTION VERSION


  


SUPPLEMENTAL INDENTURE NO. 1


TO SERIES
2012-3 INDENTURE SUPPLEMENT


 


THIS SUPPLEMENTAL INDENTURE
NO. 1 TO SERIES 2012-3 INDENTURE SUPPLEMENT, dated as of July 16, 2014 (this “Amendment”), 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 indenture trustee under the Master Indenture referred to below (in such
capacity, the “Indenture Trustee”).


 


BACKGROUND


 


WHEREAS, the Issuer
and the Indenture Trustee are parties to (i) the 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 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, 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, the Sixth Amendment to Master
Indenture, dated as of August 7, 2009, between the Issuer and the Indenture Trustee, the Seventh Amendment to Master Indenture,
dated as of January 21, 2014, between the Issuer and the Indenture Trustee, and the Eighth Amendment to Master Indenture and
Omnibus Supplement to Specified Indenture Supplements, dated as of March 11, 2014 (the “March 2014 Omnibus Amendment”),
between the Issuer and the Indenture Trustee (as amended, the “Master Indenture”); (ii) the Omnibus Supplement
to Specified Indentures, dated August 20, 2012 (the “2012 Omnibus Amendment”); (iii) the Omnibus Supplement
to Specified Indenture Supplements, dated as of January 21, 2014 (the “January 2014 Omnibus Amendment”);
and (iv) the Series 2012-3 Indenture Supplement, dated as of April 18, 2012 (as supplemented by the 2012 Omnibus Amendment,
the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “Series 2012-3 Indenture Supplement”);


 


WHEREAS, the parties
hereto desire to amend the Series 2012-3 Indenture Supplement as set forth herein; and


 


WHEREAS, this Amendment
is being entered into pursuant to Section 9.1(b) of the Master Indenture and Section 8.1 of the Series 2012-3 Indenture Supplement,
and all conditions precedent to the execution of this Amendment, as set forth in such Section 9.1(b) and each 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:


 






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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 Master Indenture or the
Series 2012-3 Indenture Supplement, as amended hereby.


 


SECTION
2. Amendments to Series 2012-3 Indenture Supplement.


 


(a)The
reference to “$524,590,164” in the definition of “Initial Collateral Amount” in Section 1.1 of the
Series 2012-3 Indenture Supplement is hereby replaced with “$571,428,572”.


 


(b)The
reference to “$28,852,460” in the definition of “Initial Excess Collateral Amount” in Section 1.1
of the Series 2012-3 Indenture Supplement is hereby replaced with “$75,690,868”.


 


(c)The
reference to “5.50%” in the first sentence of the definition of “Required Excess Collateral Amount” in
Section 1.1 of the Series 2012-3 Indenture Supplement is hereby replaced with “13.25%”.


 


(d)The
definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-3 Indenture Supplement
is amended as follows:


 


(i)The
reference to “23.75%” in clause (a) is hereby replaced with “30.00%”;


 


(ii)The
reference to “12.75%” in clause (b) is hereby replaced with “19.90%”; and


 


(iii)The
reference to “5.50%” in clause (c) is hereby replaced with “13.25%”.


 


(e)The
definition of “Rating Agency Condition” in Section 1.1 of the Series 2012-3 Indenture Supplement is amended
as follows:


 


“Rating
Agency Condition” means, with respect to Series 2012-3 and any action, (i) that S&P shall have notified the Issuer
in writing that such action will not result in a reduction or withdrawal of the rating, if any, of any outstanding Class with respect
to which S&P is a Rating Agency or (ii) with respect to any outstanding Class rated by any other Rating Agency, 10 days’
prior written notice (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable) delivered
electronically to each applicable Rating Agency as provided in Section 8.7.


 


SECTION
3. Binding Effect; Ratification.


 


(a)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.


 


(b)The
Series 2012-3 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-3
Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-3 Indenture Supplement as supplemented
hereby, unless otherwise expressly stated.


 






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(c)Except
as expressly supplemented hereby, the Series 2012-3 Indenture Supplement shall remain in full force and effect and is 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 Amendment 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 Amendment or any other related documents.


 


SECTION
5. 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 hereto have caused this Amendment 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 K. Gullo
	 	 	 	 	Name: Kristine K. Gullo
	 	 	 	 	Title: Vice President




 






    	 	S-1	Supplemental
                                         Indenture No. 1 to Series
 2012-3 Indenture Supplement



    	 



    

 


	 	 	DEUTSCHE
    BANK TRUST COMPANY AMERICAS, not in its
 individual capacity, but solely as the
 Indenture Trustee
	 	 	 	 	 
		 	By:	 	/s/
    Louis Bodi
	 	 	 	 	Name:
    Louis Bodi
	 	 	 	 	Title:
    Vice President
	 	 	 	 	 
	 	 	By:	 	/s/
    Mark Esposito
	 	 	 	 	Name:
    Mark Esposito
	 	 	 	 	Title:
    Assistant Vice President



 






    	 	S-2	Supplemental
                                         Indenture No. 1 to Series
 2012-3 Indenture Supplement