EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2009-4 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2009-4 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 2009-4 Indenture Supplement, dated as of November 24, 2009 (as supplemented by the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2009-4 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2009-4 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 2009-4 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:

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 2009-4 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2009-4 Indenture Supplement .

(a) The reference to “$633,333,334” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2009-4 Indenture Supplement is hereby replaced with “$641,891,892”.

(b) The reference to “$30,083,334” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2009-4 Indenture Supplement is hereby replaced with “$38,641,892”.

(c) The reference to “4.75%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2009-4 Indenture Supplement is hereby replaced with “6.02%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2009-4 Indenture Supplement is amended as follows:

(i) The reference to “25.00%” in clause (a) is hereby replaced with “26.00%”;

(ii) The reference to “13.00%” in clause (b) is hereby replaced with “14.16%”; and

(iii) The reference to “4.75%” in clause (c) is hereby replaced with “6.02%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2009-4 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2009-4 and any action, (i) that Moody’s and 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 Moody’s or S&P, respectively, 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 2009-4 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2009-4 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2009-4 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2009-4 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 2

TO SERIES 2010-1 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 2 TO SERIES 2010-1 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 2010-1 Indenture Supplement, dated as of March 31, 2010 (as supplemented by Supplemental Indenture No. 1 to the Series 2010-1 Indenture Supplement, dated as of November 27, 2012, the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2010-1 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2010-1 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 2010-1 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:

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 2010-1 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2010-1 Indenture Supplement .

(a) The reference to “$666,666,667” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2010-1 Indenture Supplement is hereby replaced with “$675,675,676”.

(b) The reference to “$31,666,667” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2010-1 Indenture Supplement is hereby replaced with “$40,675,676”.

(c) The reference to “4.75%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2010-1 Indenture Supplement is hereby replaced with “6.02%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2010-1 Indenture Supplement is amended as follows:

(i) The reference to “25.00%” in clause (a) is hereby replaced with “26.00%”;

(ii) The reference to “13.00%” in clause (b) is hereby replaced with “14.16%”; and

(iii) The reference to “4.75%” in clause (c) is hereby replaced with “6.02%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2010-1 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2010-1 and any action, (i) that Moody’s and 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 Moody’s or S&P, respectively, 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 2010-1 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2010-1 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2010-1 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2010-1 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 2

TO SERIES 2010-2 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 2 TO SERIES 2010-2 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 2010-2 Indenture Supplement, dated as of April 7, 2010 (as supplemented by Supplemental Indenture No. 1 to the Series 2010-2 Indenture Supplement, dated as of November 27, 2012, the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2010-2 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2010-2 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 2010-2 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:

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 2010-2 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2010-2 Indenture Supplement .

(a) The reference to “$333,333,334” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2010-2 Indenture Supplement is hereby replaced with “$337,837,838”.

(b) The reference to “$15,833,334” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2010-2 Indenture Supplement is hereby replaced with “$20,337,838”.

(c) The reference to “4.75%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2010-2 Indenture Supplement is hereby replaced with “6.02%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2010-2 Indenture Supplement is amended as follows:

(i) The reference to “25.00%” in clause (a) is hereby replaced with “26.00%”;

(ii) The reference to “13.00%” in clause (b) is hereby replaced with “14.16%”; and

(iii) The reference to “4.75%” in clause (c) is hereby replaced with “6.02%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2010-2 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2010-2 and any action, (i) that Moody’s and 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 Moody’s or S&P, respectively, 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 2010-2 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2010-2 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2010-2 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2010-2 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2011-2 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2011-2 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 the Series 2011-2 Indenture Supplement, dated as of June 16, 2011 (as supplemented by the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2011-2 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2011-2 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 2011-2 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:

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 2011-2 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2011-2 Indenture Supplement .

(a) The reference to “$852,459,017” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2011-2 Indenture Supplement is hereby replaced with “$928,571,429”.

(b) The reference to “$46,885,246” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2011-2 Indenture Supplement is hereby replaced with “$122,997,658”.

(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 2011-2 Indenture Supplement is hereby replaced with “13.25%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2011-2 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 2011-2 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2011-2 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 2011-2 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2011-2 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2011-2 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2011-2 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2012-1 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2012-1 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 2012-1 Indenture Supplement, dated as of January 25, 2012 (as supplemented by the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2012-1 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2012-1 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 2012-1 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:

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 2012-1 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2012-1 Indenture Supplement .

(a) The reference to “$946,372,240” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2012-1 Indenture Supplement is hereby replaced with “$986,842,106”.

(b) The reference to “$37,854,890” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2012-1 Indenture Supplement is hereby replaced with “$78,324,756”.

(c) The reference to “4.00%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2012-1 Indenture Supplement is hereby replaced with “7.94%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-1 Indenture Supplement is amended as follows:

(i) The reference to “20.75%” in clause (a) is hereby replaced with “24.00%”;

(ii) The reference to “10.75%” in clause (b) is hereby replaced with “14.41%”; and

(iii) The reference to “4.00%” in clause (c) is hereby replaced with “7.94%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2012-1 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2012-1 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 2012-1 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-1 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-1 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2012-1 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2012-2 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2012-2 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 2012-2 Indenture Supplement, dated as of February 2, 2012 (as supplemented by the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2012-2 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2012-2 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 2012-2 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:

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 2012-2 Indenture Supplement, as amended hereby.

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

(a) The reference to “$757,097,792” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with “$789,473,685”.

(b) The reference to “$30,283,912” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with “$62,659,805”.

(c) The reference to “4.00%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with “7.94%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-2 Indenture Supplement is amended as follows:

(i) The reference to “20.75%” in clause (a) is hereby replaced with “24.00%”;

(ii) The reference to “10.75%” in clause (b) is hereby replaced with “14.41%”; and

(iii) The reference to “4.00%” in clause (c) is hereby replaced with “7.94%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2012-2 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2012-2 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 2012-2 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-2 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-2 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2012-2 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

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:

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.

(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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION COPY

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2012-4 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2012-4 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 2012-4 Indenture Supplement, dated as of June 20, 2012 (as supplemented by the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2012-4 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2012-4 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 2012-4 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:

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 2012-4 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2012-4 Indenture Supplement .

(a) The reference to “$459,016,394” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2012-4 Indenture Supplement is hereby replaced with “$500,000,000”.

(b) The reference to “$25,245,902” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2012-4 Indenture Supplement is hereby replaced with “$66,229,508”.

(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 2012-4 Indenture Supplement is hereby replaced with “13.25%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-4 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 2012-4 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2012-4 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 2012-4 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-4 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-4 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2012-4 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2012-5 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2012-5 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 2012-5 Indenture Supplement, dated as of June 20, 2012 (as supplemented by the 2012 Omnibus Amendment, the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2012-5 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2012-5 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 2012-5 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:

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 2012-5 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2012-5 Indenture Supplement .

(a) The reference to “$757,097,792” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2012-5 Indenture Supplement is hereby replaced with “$789,473,685”.

(b) The reference to “$30,283,912” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2012-5 Indenture Supplement is hereby replaced with “$62,659,805”.

(c) The reference to “4.00%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2012-5 Indenture Supplement is hereby replaced with “7.94%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-5 Indenture Supplement is amended as follows:

(i) The reference to “20.75%” in clause (a) is hereby replaced with “24.00%”;

(ii) The reference to “10.75%” in clause (b) is hereby replaced with “14.41%”; and

(iii) The reference to “4.00%” in clause (c) is hereby replaced with “7.94%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2012-5 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2012-5 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 2012-5 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-5 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-5 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2012-5 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2012-6 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2012-6 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 Indenture Supplements, dated as of January 21, 2014 (the “ January 2014 Omnibus Amendment ”); and (iii) the Series 2012-6 Indenture Supplement, dated as of August 29, 2012 (as supplemented by the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2012-6 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2012-6 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 2012-6 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:

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 2012-6 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2012-6 Indenture Supplement .

(a) The reference to “$1,261,829,653” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2012-6 Indenture Supplement is hereby replaced with “$1,315,789,474”.

(b) The reference to “$50,473,187” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2012-6 Indenture Supplement is hereby replaced with “$104,433,008”.

(c) The reference to “4.00%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2012-6 Indenture Supplement is hereby replaced with “7.94%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-6 Indenture Supplement is amended as follows:

(i) The reference to “20.75%” in clause (a) is hereby replaced with “24.00%”;

(ii) The reference to “10.75%” in clause (b) is hereby replaced with “14.41%”; and

(iii) The reference to “4.00%” in clause (c) is hereby replaced with “7.94%”.

(e) The definition of “Rating Agency Condition” in Section 1.1 of the Series 2012-6 Indenture Supplement is amended as follows:

“ Rating Agency Condition ” means, with respect to Series 2012-6 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 2012-6 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-6 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-6 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2012-6 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2012-7 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2012-7 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 Indenture Supplements, dated as of January 21, 2014 (the “ January 2014 Omnibus Amendment ”); and (iii) the Series 2012-7 Indenture Supplement, dated as of October 17, 2012 (as supplemented by the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2012-7 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2012-7 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 2012-7 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:

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 2012-7 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2012-7 Indenture Supplement .

(a) The reference to “$630,914,827” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2012-7 Indenture Supplement is hereby replaced with “$657,894,737”.

(b) The reference to “$25,236,594” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2012-7 Indenture Supplement is hereby replaced with “$52,216,504”.

(c) The reference to “4.00%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2012-7 Indenture Supplement is hereby replaced with “7.94%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2012-7 Indenture Supplement is amended as follows:

(i) The reference to “20.75%” in clause (a) is hereby replaced with “24.00%”;

(ii) The reference to “10.75%” in clause (b) is hereby replaced with “14.41%”; and

(iii) The reference to “4.00%” in clause (c) is hereby replaced with “7.94%”.

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 2012-7 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-7 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-7 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2012-7 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

TO SERIES 2013-1 INDENTURE SUPPLEMENT

THIS SUPPLEMENTAL INDENTURE NO. 1 TO SERIES 2013-1 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 Indenture Supplements, dated as of January 21, 2014 (the “ January 2014 Omnibus Amendment ”); and (iii) the Series 2013-1 Indenture Supplement, dated as of March 26, 2013 (as supplemented by the January 2014 Omnibus Amendment and the March 2014 Omnibus Amendment, the “ Series 2013-1 Indenture Supplement ”);

WHEREAS, the parties hereto desire to amend the Series 2013-1 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 2013-1 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:

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 2013-1 Indenture Supplement, as amended hereby.

SECTION 2.  Amendments to Series 2013-1 Indenture Supplement .

(a) The reference to “$1,009,463,723” in the definition of “Initial Collateral Amount” in Section 1.1 of the Series 2013-1 Indenture Supplement is hereby replaced with “$1,052,631,579”.

(b) The reference to “$40,378,549” in the definition of “Initial Excess Collateral Amount” in Section 1.1 of the Series 2013-1 Indenture Supplement is hereby replaced with “$83,546,405”.

(c) The reference to “4.00%” in the first sentence of the definition of “Required Excess Collateral Amount” in Section 1.1 of the Series 2013-1 Indenture Supplement is hereby replaced with “7.94%”.

(d) The definition of “Monthly Principal Reallocation Amount” in Section 1.1 of the Series 2013-1 Indenture Supplement is amended as follows:

(i) The reference to “20.75%” in clause (a) is hereby replaced with “24.00%”;

(ii) The reference to “10.75%” in clause (b) is hereby replaced with “14.41%”; and

(iii) The reference to “4.00%” in clause (c) is hereby replaced with “7.94%”.

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 2013-1 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2013-1 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2013-1 Indenture Supplement as supplemented hereby, unless otherwise expressly stated.

(c) Except as expressly supplemented hereby, the Series 2013-1 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

EXECUTION VERSION

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “ Agreement ”), dated as of July 16, 2014, by and among GE CAPITAL CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (“ Trust ”), BNY MELLON TRUST OF DELAWARE, as trustee (“ Trustee ”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “ Resigning Administrator ”), and SYNCHRONY FINANCIAL, a Delaware corporation (the “ Successor Administrator ”).

RECITALS

WHEREAS, Trust, Trustee and Resigning Administrator are parties to a Administration Agreement dated as of September 25, 2003 (as amended, the “ Administration Agreement ”); and

WHEREAS, the Resigning Administrator wishes to resign as Administrator under the Administration Agreement; the Trust wishes to appoint the Successor Administrator to succeed the Resigning Administrator as Administrator under the Administration Agreement; and the Successor Administrator wishes to accept appointment as Administrator under the Administration Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which is hereby acknowledged, the Trust, the Trustee the Resigning Administrator and the Successor Administrator agree as follows:

ARTICLE ON E

THE RESIGNING ADMINISTRATOR

Section 1.  Definitions .  Capitalized terms used in this Agreement and not otherwise defined herein are used as defined in the Administration Agreement.

Section 2.  Resignation .  Pursuant to Section 8 of the Administration Agreement, the Resigning Administrator hereby notifies the Trust that the Resigning Administrator is hereby resigning as Administrator under the Administration Agreement, effective as of the Effective Date. The Trust hereby consents to the resignation of the Resigning Administrator and waives the requirement to provide prior written notice of such resignation pursuant to Section 8(b) of the Administration Agreement.

Section 3. Appointment . The Trust hereby appoints the Successor Administrator as Administrator under the Administration Agreement, effective as of the Effective Date, and confirms to the Successor Administrator all the rights, powers, trusts and duties of the Administrator under the Administration Agreement.

Section 4.  Acceptance of Appointment . (a) The Successor Administrator hereby accepts its appointment as Administrator under the Administration Agreement, effective as of the Effective Date, and agrees to perform the duties and obligations set forth therein and shall hereby be vested with all the rights, powers, trusts and duties of the Administrator under the Administration Agreement.

(b) This Agreement shall not constitute (i) a waiver by any of the parties hereto of any obligation or liability which Resigning Administrator may have incurred in connection with its performance as Administrator under the Administration Agreement or (ii) an assumption by Successor Administrator of any liability of Resigning Administrator arising out of a breach by Resigning Administrator of its duties under the Administration Agreement. This Agreement does not constitute a waiver or assignment by Resigning Administrator of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Administration Agreement.

Section 5.  Waiver . Each of the Trust, the Resigning Administrator, in its capacity as Servicer, and Deutsche Bank Trust Company Americas, as Indenture Trustee, hereby waives the requirement to provide prior written notice of the Resigning Administrator’s resignation pursuant to Section 8(e) of the Administration Agreement.

Section 6.  Representations of Successor Administrator . The Successor Administrator hereby represents and warrants to the Resigning Administrator and to the Trust that this Agreement has been duly authorized, executed and delivered on behalf of the Successor Administrator and constitutes its legal, valid and binding obligation.

Section 7.  No Proceedings . From and after the date hereof and until the date one year plus one day following the date on which the Outstanding Balance of all Transferred Receivables have been reduced to zero, the Successor Administrator shall not, directly or indirectly, institute or cause to be instituted against the Trust any proceeding of the type referred to in the definition of “Insolvency Event”; provided that the foregoing shall not in any way limit the Successor Administrator’s right to pursue any other creditor rights or remedies that the Successor Administrator may have under any applicable law.

Section 8.  Notices . For the purposes of Section 10 of the Administration Agreement, all notices, whether faxed or mailed, will be deemed received as provided in Section 10 of the Administration Agreement when sent pursuant to the following instructions:

TO THE RESIGNING ADMINISTRATOR:

General Electric Capital Corporation

201 High Ridge Road

Stamford, Connecticut 06927

Attention: Legal Department

Fred.Robustelli@ge.com

vikas.anand@ge.com

With a copy to:

General Electric Capital Corporation

201 Merrit 7

Norwalk, Connecticut 06851

Attention: Capital Markets - Securitization

tom.davidson@ge.com

Michael.Paolillo@ge.com