Exhibit 4.1


 


OMNIBUS AMENDMENT


TO


INDENTURE SUPPLEMENTS


 


This OMNIBUS AMENDMENT,
dated as of November 21, 2005 (this “Amendment”), is entered into
among: GE Capital Credit Card Master Note Trust, a Delaware statutory trust
(the “Trust”) and 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 Trust are parties to the Master Indenture, dated as
of September 25, 2003 (as amended, the “Indenture”), as
supplemented by the Series 2004-1 Indenture Supplement, dated as of June 23,
2004, the Series 2004-2 Indenture Supplement, dated as of September 22,
2004, the Series 2004-VFN4 Indenture Supplement, dated as of September 22,
2004, the Series 2004-VFN5 Indenture Supplement, dated as of December 29,
2004, the Series 2005-1 Indenture Supplement, dated as of March 30,
2005, the Series 2005-VFN1 Indenture Supplement, dated as of March 31,
2005, the Series 2005-2 Indenture Supplement, dated as of June 30,
2005, the Series 2005-3 Indenture Supplement, dated as of June 30,
2005, the Series 2005-VFN2 Indenture Supplement, dated as of June 30,
2005 and the Series 2005-VFN3 Indenture Supplement, dated as of September 29,
2005, each between the Indenture Trustee and the Trust (collectively, the “Indenture
Supplements”).


 


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


 


SECTION 2.  AMENDMENTS TO
INDENTURE SUPPLEMENTS.  Each
Indenture Supplement shall be amended by:


 


(a)                                  Deleting
clause (a) of the definition of “Base Rate” where it appears in Section 1.1
of each of the Indenture Supplements and substituting therefor the following
clause (a):


 


“(a) the Monthly
Interest, net of Net Swap Receipts, if any”; and


 


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(b)                                 Adding
the words “and excluding any Net Swap Receipts” after the final word in the
parenthetical in clause (a)(i) of the definition of “Portfolio Yield” where
its appears in Section 1.1 of each of the Indenture Supplements.


 


SECTION 3.  EFFECTIVENESS.  The amendments set forth in Section 2
above shall become effective as of the October 22, 2005; provided
that (i) each of the Indenture Trustee and the Trust shall have executed a
counterpart of this Amendment, (ii) the Indenture Trustee shall have
received an Issuer Order, an Officer’s Certificate meeting the requirements of Section 9.1(b) of
the Indenture and a Tax Opinion and (iii) the Rating Agency Condition shall
have been satisfied.


 


SECTION 4.  BINDING EFFECT; RATIFICATION.  (a)                                                 On
and after the execution and delivery hereof, (i) this
Amendment shall be a part of each Indenture Supplement amended hereby and (ii) each reference in each such amended Indenture
Supplement to “this Agreement” or “hereof”, “hereunder” or words of like
import, and each reference in any other Related Document Supplement to such
amended Indenture Supplement, shall mean and be a reference to such Indenture
Supplement as amended hereby.


 


(b)                                 Except
as expressly amended hereby, the Indenture Supplements shall remain in full
force and effect and are hereby ratified and confirmed by the parties hereto.


 


SECTION 5.  MISCELLANEOUS. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.


 


(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: The Bank of New York (Delaware), not in
  its individual

  capacity, but as Trustee on behalf of the Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine K. Gullo

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Kristine K. Gullo

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


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  DEUTSCHE BANK TRUST COMPANY AMERICAS, as

  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michele Voon

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Michele Voon

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
						



 


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