Exhibit 4.1


 


SIXTH AMENDMENT TO MASTER INDENTURE


 


This SIXTH AMENDMENT TO MASTER INDENTURE, dated as of August 7,
2009 (this “Amendment”), is entered into between:  (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 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, and the Fifth Amendment to Master Indenture, dated as of May 22,
2008, between the Issuer and the Indenture Trustee (as amended, the “Indenture”).


 


2.             The Indenture Trustee and the
Issuer desire to amend the Indenture 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.


 


(a)           Section 8.5
shall be amended by replacing the phrase “On each Transfer Date” with the
following phrase: “On any day on or before each Transfer Date following the end
of the related Monthly Period, so long as the Transferor has all information
needed to calculate all amounts referenced in this Section 8.5 and the
calculations have been made.”


 


(b)           Section 8.6
shall be amended by replacing the phrase “On each Transfer Date” with the
following phrase: “On any day on or before each Transfer Date following the end
of the related Monthly Period, so long as the Transferor has all information
needed to calculate all amounts referenced in this Section 8.6 and the
calculations have been made.”


 


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, (ii) the Rating Agency Condition shall have been satisfied, and
(iii) the Issuer shall have delivered to the Indenture Trustee (x) an
Officer’s Certificate to the effect that all requirements for such Amendment
contained in the Indenture have been met and the Issuer reasonably believes
that such action will not result in an Adverse


 

















 


Effect
and (y) a Tax Opinion.  The Issuer shall provide written notice
to the Indenture Trustee upon satisfaction of the conditions in the preceding
sentence.


 


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. 
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 6.  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 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 on behalf of the Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Kristine K. Gullo

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  Kristine K. Gullo

  
	
   

  	
   

  
	
   

  	
  Title:  Vice President

  



 


Sixth Amendment to Master
Indenture


 


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  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:  DEUTSCHE BANK NATIONAL TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/  Mark DiGiacomo

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  Mark DiGiacomo

  
	
   

  	
   

  
	
   

  	
  Title:  Asst. Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michele H.Y. Voon

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  Michele H.Y. Voon

  
	
   

  	
   

  
	
   

  	
  Title:  Vice President

  



 


Sixth
Amendment to Master Indenture


 


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