EX-10.65



 Exhibit 10.65 

EXECUTION COPY 
 FIRST
AMENDMENT TO PARTICIPATION INTEREST SALE AGREEMENT 
 This FIRST AMENDMENT TO PARTICIPATION INTEREST SALE AGREEMENT, dated as of
September 19, 2012 (this “Amendment”), is entered into between: (i) GEMB LENDING INC., a Delaware corporation (“Seller”); and (ii) GE SALES FINANCE HOLDING, L.L.C., a Delaware limited liability
company (“Buyer”). 
 BACKGROUND 

1. Seller and Buyer entered into that certain Participation Interest Sale Agreement, dated as of February 29, 2012 (the
“Participation Interest Sale Agreement”). 
 2. Seller and Buyer desire to amend the Participation Interest Sale Agreement
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 Participation Interest Sale Agreement as amended hereby. 

SECTION 2. AMENDMENTS TO PARTICIPATION INTEREST SALE AGREEMENT. 

(a) The phrase “and paid to Seller pursuant to the Receivables Participation Agreement” shall be removed where it appears in
clause (b) of the definition of “Collections” in Section 1.1 of the Participation Interest Sale Agreement. 

(b) Section 2.1 of the Participation Interest Sale Agreement is hereby amended by adding the following
subsection (e) immediately after subsection (d) in such Section: 
 “(e) For administrative convenience,
Buyer shall allocate Recoveries for each Monthly Period as follows: separately for each Segment, the Average Recovery Price Ratio for such Segment multiplied by the aggregate of the Principal Amounts (immediately prior to charge-off) with respect to
Principal Receivables in that Segment that became Charged-Off Receivables during such Monthly Period.” 
 (c) Section 2.3
of the Participation Interest Sale Agreement is hereby amended by adding the words “or contribution” after each reference to the word “sale” in such section. 

SECTION 3. EFFECTIVENESS. This Amendment shall become effective as of the opening of business on the date hereof; provided that Buyer
and Seller shall have executed a counterpart of 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 Participation Interest Sale Agreement and
(ii) each reference in the Participation Interest Sale Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Participation Interest
Sale Agreement, shall mean and be a reference to such Participation Interest Sale Agreement as amended hereby. 
 (b) Except as expressly
amended hereby, the Participation Interest Sale Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 

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 (INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER
CONFLICT OF LAW 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. 
  

			
	GEMB LENDING INC., Seller
		
	By:	 	 /s/ Michael Lagnese

	Name:	 	Michael Lagnese
	Title:	 	President



  

					
		 	S-1	 	 Participation Interest Sale Agreement

First Amendment










 
			
	GE SALES FINANCE HOLDING, L.L.C., Buyer
		
	By:	 	 /s/ Andrew Lee

	Name:	 	Andrew Lee
	Title:	 	VP



  

					
		 	S-2	 	 Participation Interest Sale Agreement

First Amendment