Exhibit 4.1

ELEVENTH AMENDMENT TO MASTER INDENTURE

This ELEVENTH AMENDMENT TO MASTER INDENTURE, dated as of April 21, 2017 (this “ Amendment ”), is entered into between: (i) Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), a Delaware statutory trust (the “ Issuer ”); and (ii) Deutsche Bank Trust Company Americas, as indenture trustee under the Master Indenture referred to below (in such capacity, the “ Indenture Trustee ”).

BACKGROUND

WHEREAS, the Indenture Trustee and the Issuer are parties to 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, the Eighth Amendment to Master Indenture and Omnibus Supplement to Specified Indenture Supplements, dated as of March 11, 2014, between the Issuer and the Indenture Trustee, the Ninth Amendment to Master Indenture, dated as of November 24, 2015, between the Issuer and the Indenture Trustee and the Tenth Amendment to Master Indenture, dated as of March 3, 2016, between the Issuer and the Indenture Trustee (as amended, the “ Master Indenture ”);

WHEREAS, this Amendment is being entered into pursuant to Section 9.1(b) of the Master Indenture, and all conditions precedent to the execution of this Amendment, as set forth in such Section 9.1(b), have been satisfied; and

WHEREAS, the parties hereto intend to amend the Master Indenture as set forth herein.

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:

AMENDMENTS

The parties hereto agree as follows:

SECTION 1.       DEFINITIONS . As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined and (b) capitalized terms not so defined shall have the meanings set forth in the Master Indenture, as amended hereby.

SECTION 2.       AMENDMENTS. Section 1.1 of the Master Indenture is amended by deleting the defined term “Monthly Period” in its entirety and replacing it with the following:

““ Monthly Period ” means, unless otherwise specified for any Series in the related Indenture Supplement, (a) for each Payment Date prior to the June 2017 Payment Date, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month, (b) with respect to the June 2017 Payment Date, the period beginning on April 22, 2017 and ending on May 31, 2017, and (c) with respect to any Payment Date on and after the July 2017 Payment Date, the calendar month immediately preceding such Payment Date.”

SECTION 3.       EFFECTIVENESS . This Amendment shall become effective as of the date first set forth above; provided that (i) each of the Indenture Trustee and the Issuer shall have executed and delivered a counterpart of this Amendment, (ii) the Rating Agency Condition shall have been satisfied, and (iii) the Issuer shall have delivered to the Indenture Trustee (x) an Officer’s Certificate to the effect that all requirements for this Amendment contained in the Master Indenture have been met and the Issuer reasonably believes that such action will not result in an Adverse Effect and (y) a Tax Opinion. The Issuer shall provide written notice to the Indenture Trustee upon satisfaction of the conditions in the preceding sentence.

SECTION 4.       BINDING EFFECT; RATIFICATION .

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

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

SECTION 5.       NO RECOURSE . It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents.

SECTION 6.       NO PETITION . The Indenture Trustee covenants that it will not directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law unless Noteholders of not less than 66⅔% of the Outstanding Principal Balance of each Class of each Series has approved such filing and it will not directly or indirectly institute or cause to be instituted against the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law in any instance; provided , that the foregoing shall not in anyway limit the Noteholders’ rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer.

SECTION 7.       MISCELLANEOUS .

(a)                 THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER 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.

Exhibit 4.2

THIRTEENTH AMENDMENT TO TRANSFER AGREEMENT

This THIRTEENTH AMENDMENT TO TRANSFER AGREEMENT, dated as of April 21, 2017 (this “ Amendment ”), is entered into between RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the “ Transferor ”), and SYNCHRONY CREDIT CARD MASTER NOTE TRUST (formerly known as GE Capital Credit Card Master Note Trust, the “ Buyer ”), pursuant to the Transfer Agreement referred to below.

WITNESSETH:

WHEREAS Transferor and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, the Second Amendment to Transfer Agreement, dated as of June 17, 2004, the Third Amendment to Transfer Agreement, dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement, dated as of August 31, 2006, the Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, the Sixth Amendment to Transfer Agreement, dated as of May 21, 2008, and the Reassignment of Receivables in Removed Accounts, the Seventh Amendment to Transfer Agreement, dated as of December 29, 2008, the Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, the Ninth Amendment to Transfer Agreement, dated March 31, 2012, the Tenth Amendment to Transfer Agreement, dated as of March 20, 2012, the Eleventh Amendment to Transfer Agreement, dated as of March 3, 2016 and the Twelfth Amendment to Transfer Agreement, dated as of February 23, 2017 (as amended, the “ Transfer Agreement ”);

WHEREAS Buyer and Transferor desire to amend the Transfer Agreement as set forth herein;

NOW, THEREFORE, Transferor and Buyer hereby agree as follows:

1.                   Defined Terms . All terms defined in the Transfer Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

2.                   Amendments to Transfer Agreement . Section 1.1 of the Transfer Agreement is amended by deleting the defined term “Monthly Period” in its entirety and replacing it with the following:

““ Monthly Period ” means (a) for each Payment Date prior to the June 2017 Payment Date, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month, (b) with respect to the June 2017 Payment Date, the period beginning on April 22, 2017 and ending on May 31, 2017, and (c) with respect to any Payment Date on and after the July 2017 Payment Date, the calendar month immediately preceding such Payment Date.”

3.                   Representations and Warranties of Transferor . Transferor hereby represents and warrants to Buyer as of the date hereof this Amendment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

4.                   Effectiveness . This Amendment shall become effective as of the date first written above; provided that (i) Buyer and Transferor shall have executed a counterpart of this Amendment, (ii) the Rating Agency Condition shall have been satisfied with respect to this Amendment and (iii) the Transferor shall have delivered an Officer’s Certificate to the Issuer certifying that the amendments set forth in Section 2 of this Amendment will not cause an Adverse Effect (as such term is defined in the Indenture).

5.                   Binding Effect; Ratification .

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

(b)                Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

6.                   Miscellaneous .

(a)                 THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(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.

7.                   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 (“ BNYMTD ”), not individually or personally but solely as trustee of the Buyer, 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 Buyer is made and intended not as personal representations, undertakings and agreements by BNYMTD but is made and intended for the purpose of binding only the Buyer, (c) nothing herein contained shall be construed as creating any liability on BNYMTD, 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 BNYMTD be personally liable for the payment of any indebtedness or expenses of the Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Buyer under this Amendment or any other related documents.

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officers on the day and year first above written.

Exhibit 4.3

SIXTH AMENDMENT TO SERVICING AGREEMENT

This SIXTH AMENDMENT, dated as of April 21, 2017 (this “ Amendment ”) is between SYNCHRONY CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (formerly known as GE Capital Credit Card Master Note Trust, “ Successor Owner ”) and SYNCHRONY FINANCIAL (formerly known as General Electric Capital Corporation), a Delaware corporation (“ Servicer ”) to the Servicing Agreement, dated as of June 27, 2003 (as amended, the “ Servicing Agreement ”), between Successor Owner and Servicer.

PRELIMINARY STATEMENTS

1.       Successor Owner and Servicer desire to amend certain provisions of the Servicing Agreement.

2.       In consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

AMENDMENTS

SECTION 1. Amendments to the Servicing Agreement . Section 1.1 of the Servicing Agreement shall be amended by deleting the definition of “Monthly Period” in its entirety and replacing it with the following:

““ Monthly Period ” means (a) for each Payment Date prior to the June 2017 Payment Date, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month, (b) with respect to the June 2017 Payment Date, the period beginning on April 22, 2017 and ending on May 31, 2017 and (c) with respect to any Payment Date on and after the July 2017 Payment Date, the calendar month immediately preceding such Payment Date.”

SECTION 2. Representations and Warranties . In order to induce the parties hereto to enter into this Amendment, each party hereto represents and warrants unto the other party hereto as set forth in this Section 2 :

(a)                 The execution, delivery and performance by such party of this Amendment are within its powers, have been duly authorized by all necessary action, and do not: (i) contravene its organizational documents or (ii) contravene any contractual restriction, law or governmental regulation or court decree or order being on or affecting it.

(b)                This Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and general equitable principles.

SECTION 3. Binding Effect; Ratification .

(a)                 This Amendment shall become effective, as of the date first set forth above, when:

(i)       counterparts hereof shall have been executed and delivered by the parties hereto;

(ii)        the Rating Agency Condition is satisfied with respect to this Amendment; and

(iii)       the Transferor shall have delivered to the Successor Owner an Officer’s Certificate certifying that this Amendment will not cause an Adverse Effect (as defined in the Indenture).

(b)                When the condition set forth in Section 3(a) above has been satisfied, (i) this Amendment shall become part of the Servicing Agreement and (ii) each reference in the Servicing Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Related Document (as defined in the Servicing Agreement) to the Servicing Agreement shall mean and be a reference to the Servicing Agreement as amended hereby.

SECTION 4. Miscellaneous .

(a)                 THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401(1) AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

(b)                Headings used herein are for convenience of reference only and shall not affect the meanings of this Amendment.

(c)                 This Amendment may be executed in any number of counterparts, and by parties hereto on separate counterparts, each of which shall be an original and all of which take together shall constitute one and the same agreement.

(d)                Executed counterparts of this Amendment may be delivered electronically

(e)                 It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally, but solely as Trustee of the Successor Owner, (b) each of the representations, undertakings and agreements herein made on the part of the Successor Owner is made and intended not as a personal representation, undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Successor Owner, (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 Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Successor Owner under this document.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Servicer and the Successor Owner have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.

Exhibit 4.4

TWELFTH AMENDMENT TO RECEIVABLES SALE AGREEMENT

This TWELFTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of April 21, 2017 (this “ Amendment ”), is entered into between SYNCHRONY BANK, a federal savings association organized under the laws of the United States (“ Bank ”), and RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ Buyer ”), pursuant to the Receivables Sale Agreement referred to below.

WITNESSETH:

WHEREAS, Bank and Buyer are parties to the Receivables Sale Agreement, dated as of June 27, 2003, as amended by the Omnibus Amendment No. 1 to Securitization Documents, dated as of February 9, 2004, the RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated as of February 7, 2005, the Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, the Fourth Amendment to Receivables Sale Agreement, dated as of May 21, 2008, the Designation of Removed Accounts and Fifth Amendment to Receivables Sale Agreement, dated as of December 29, 2008, the Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement, dated as of February 26, 2009, the Seventh Amendment to Receivables Sale Agreement, dated as of November 23, 2010, the Eighth Amendment to Receivables Sale Agreement, dated as of March 20, 2012, the Ninth Amendment to Receivables Sale Agreement, dated as of March 11, 2014, the Designation of Removed Accounts and Tenth Amendment to Receivables Sale Agreement, dated as of November 7, 2014 and the Eleventh Amendment to Receivables Sale Agreement, dated as of March 3, 2016 (as amended, the “ Agreement ”); and

WHEREAS, Bank and Buyer desire to amend the Agreement as set forth herein;

NOW, THEREFORE, Bank and Buyer hereby agree as follows:

1.                   Defined Terms . All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.

2.                   Amendments to the Agreement . Section 1.1 of the Agreement shall be amended by deleting the definition of “Monthly Period” in its entirety and replacing it with the following:

““ Monthly Period ” means (a) for each Payment Date prior to the June 2017 Payment Date, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month, (b) with respect to the June 2017 Payment Date, the period beginning on April 22, 2017 and ending on May 31, 2017 and (c) with respect to any Payment Date on and after the July 2017 Payment Date, the calendar month immediately preceding such Payment Date.”

3.                   Representations and Warranties of Sellers . Bank hereby represents and warrants to Buyer as of the date hereof that this Amendment constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

4.                   Effectiveness . This Amendment shall become effective as of the date first written above; provided that Bank and Buyer shall have executed a counterpart of this Amendment.

5.                   Binding Effect; Ratification .

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

(b)                Except as expressly amended hereby, the Receivables Sale Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

6.                   No Proceedings . Until the date one year plus one day following the date on which all amounts due with respect to securities rated by a Rating Agency that were issued by any entity holding Transferred Assets or an interest therein have been paid in full in cash, Bank shall not, directly or indirectly, institute or cause to be instituted against Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law; provided that the foregoing shall not in any way limit Bank’s right to pursue any other creditor rights or remedies that Bank may have under any applicable law. The Receivables Sale Agreement and the obligations of Bank under this Section 6 shall survive the termination of the Agreement.

7.                   Miscellaneous .

(a)                 THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(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 undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officers on the date first above written.

Exhibit 4.5

THIRD AMENDMENT TO
TRUST AGREEMENT OF

SYNCHRONY CREDIT CARD MASTER NOTE TRUST

This THIRD AMENDMENT TO TRUST AGREEMENT OF SYNCHRONY CREDIT CARD MASTER NOTE TRUST (formerly known as GE Capital Credit Card Master Note Trust) (this “ Amendment ”) is entered into as of April 21, 2017, between RFS HOLDING, L.L.C. (“ RFS Holding ”) and BNY Mellon Trust of Delaware , acting solely in its capacity as trustee (the “ Trustee ”).

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement (defined below).

Background

A.                 The parties to this Amendment entered into a certain Trust Agreement, dated as of September 25, 2003 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Trust Agreement ”), with respect to a Delaware statutory trust known as Synchrony Credit Card Master Note Trust (the “ Trust ”).

B.                  RFS Holding and the Trustee desire to amend the Trust Agreement as set forth below.

Amendment and Agreement

1.                   In consideration of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties, intending to be legally bound, agree that Section 1.1 of the Trust Agreement is hereby amended by deleting the definition of “Monthly Period” in its entirety and replacing it with the following:

““ Monthly Period ” means (a) for each Payment Date prior to the June 2017 Payment Date, the period beginning on the 22 ^nd day of the second preceding calendar month and ending on the 21 ^st day of the immediately preceding calendar month, (b) with respect to the June 2017 Payment Date, the period beginning on April 22, 2017 and ending on May 31, 2017 and (c) with respect to any Payment Date on and after the July 2017 Payment Date, the calendar month immediately preceding such Payment Date.”

2.                   Upon satisfaction of the condition set forth in Section 5 of this Amendment, this Amendment shall become part of the Trust Agreement and each reference in the Trust Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other Related Document (as defined in the Trust Agreement) to the Trust Agreement shall mean and be a reference to the Trust Agreement as amended hereby.

3.                   This Amendment shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

4.                   This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

5.                   This Amendment shall be deemed to be effective upon receipt by the Trustee of (i) counterparts of this Amendment, duly executed by the Trustee and RFS Holding, (ii) evidence of satisfaction of the Rating Agency Condition and (iii) an Officer’s Certificate of RFS Holding to the effect that this Amendment shall not adversely affect in any material respect the interests of the Holders or Noteholders and conditions to this Amendment have been satisfied.

IN WITNESS WHEREOF, the parties have caused this Third Amendment to Trust Agreement to be executed by their respective duly authorized officers as of the date first written above.

Exhibit 4.6

SECOND OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURE SUPPLEMENTS

THIS SECOND OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURE SUPPLEMENTS, dated as of April 21, 2017 (this “ Agreement ”), is entered into between: (i) Synchrony Credit Card Master Note Trust, a Delaware statutory trust, as issuer (the “ Issuer ”); and (ii) 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 ”).

WHEREAS, the Indenture Trustee and the Issuer 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, the Eighth Amendment to Master Indenture, dated as of March 11, 2014, between the Issuer and the Indenture Trustee, the Ninth Amendment to Master Indenture, dated as of November 24, 2015, between the Issuer and the Indenture Trustee, and the Tenth Amendment to Master Indenture, dated as of March 3, 2016, between the Issuer and the Indenture Trustee (as amended, the “ Master Indenture ”); (ii) the Amended and Restated Series 2011-VFN1 Indenture Supplement, dated as of May 14, 2014 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2011-VFN1 Indenture Supplement ”); (iii) the Series 2012-2 Indenture Supplement, dated as of February 2, 2012 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2012-2 Indenture Supplement ”); (iv) the Series 2012-6 Indenture Supplement, dated as of August 29, 2012 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2012-6 Indenture Supplement ”); (v) the Series 2012-7 Indenture Supplement, dated as of October 17, 2012 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2012-7 Indenture Supplement ”); (vi) the Series 2013-1 Indenture Supplement, dated as of March 26, 2013 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2013-1 Indenture Supplement ”); (vii) the Series 2014-VFN3 Indenture Supplement, dated as of April 23, 2014 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2014-VFN3 Indenture Supplement ”); (viii) the Series 2014-VFN4 Indenture Supplement, dated as of May 12, 2014 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2014-VFN4 Indenture Supplement ”); (ix) the Series 2014-VFN5 Indenture Supplement, dated as of May 20, 2014 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2014-VFN5 Indenture Supplement ”); (x) the Series 2014-1 Indenture Supplement, dated as of November 20, 2014 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2014-1 Indenture Supplement ”); (xi) the Series 2015-1 Indenture Supplement, dated as of March 17, 2015 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2015-1 Indenture Supplement ”); (xii) the Series 2015-2 Indenture Supplement, dated as of May 12, 2015 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2015-2 Indenture Supplement ”); (xiii) the Series 2015-3 Indenture Supplement, dated as of September 30, 2015 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2015-3 Indenture Supplement ”); (xiv) the Series 2015-4 Indenture Supplement, dated as of September 30, 2015 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2015-4 Indenture Supplement ”); (xv) the Series 2015-VFN2 Indenture Supplement, dated as of November 19, 2015 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2015-VFN2 Indenture Supplement ”); (xvi) the Series 2016-1 Indenture Supplement, dated as of March 18, 2016 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2016-1 Indenture Supplement ”); (xvii) the Series 2016-2 Indenture Supplement, dated as of May 26, 2016 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2016-2 Indenture Supplement ”); and (xviii) the Series 2016-3 Indenture Supplement, dated as of September 22, 2016 (as amended and supplemented from time to time prior to the date hereof, the “ Series 2016-3 Indenture Supplement ”).

WHEREAS, the parties hereto intend to amend the Series 2012-2 Indenture Supplement, the Series 2012-6 Indenture Supplement, the Series 2012-7 Indenture Supplement, the Series 2013-1 Indenture Supplement, the Series 2014-1 Indenture Supplement, the Series 2015-1 Indenture Supplement, the Series 2015-2 Indenture Supplement, the Series 2015-3 Indenture Supplement, the Series 2015-4 Indenture Supplement, the Series 2016-1 Indenture Supplement, the Series 2016-2 Indenture Supplement and the Series 2016-3 Indenture Supplement (collectively referred to herein as the “ Specified Term Indenture Supplements ”);

WHEREAS, the parties hereto intend to amend the Amended and Restated Series 2011-VFN1 Indenture Supplement, the Series 2014-VFN3 Indenture Supplement, the Series 2014-VFN4 Indenture Supplement, the Series 2014-VFN5 Indenture Supplement and the Series 2015-VFN2 Indenture Supplement (collectively referred to herein as the “ Specified VFN Indenture Supplements ” and, together with the Specified Term Indenture Supplements, the “ Specified Indenture Supplements ”);

WHEREAS, this Agreement is being entered into pursuant to Section 9.1(b) of the Master Indenture and Section 8.1 of each Specified Indenture Supplement, and all conditions precedent to the execution of this Agreement, as set forth in such Section 9.1(b) and each such Section 8.1, have been satisfied; and

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 applicable Specified Indenture Supplement, as amended hereby.

SECTION 2. AMENDMENTS TO SPECIFIED INDENTURE SUPPLEMENTS .

(a) For each Payment Date on or after the June 2017 Payment Date, the definition of “Monthly Period” in Section 1.1(b) of each of the Specified Indenture Supplements shall be amended and restated as follows, and with respect to any Payment Date prior to the June 2017 Payment Date, the defined term “Monthly Period” shall have the respective meaning given to such term in the related Specified Indenture Supplement as in effect prior to this Amendment:

“ Monthly Period ” means, (a) with respect to the June 2017 Payment Date, the period beginning on April 22, 2017 and ending on May 31, 2017 and (b) with respect to any Payment Date on and after the July 2017 Payment Date, the calendar month immediately preceding such Payment Date.

(b) The definition of “Noteholder Servicing Fee” in Section 1.1(b) of each of the Specified Indenture Supplements shall be amended by adding the following additional proviso at the end of each such definition before the final period thereof:

“; and provided, however, that with respect to the June 2017 Transfer Date, the Noteholder Servicing Fee shall be an amount equal to the product of (i) 39/360, (ii) the Series Servicing Fee Percentage and (iii) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date”.

(c) The definition of “Base Rate” in Section 1.1(b) of each of the Specified Indenture Supplements shall be amended by adding the following sentence at the end of such definition:

“Notwithstanding anything to the contrary herein, for purposes of the Monthly Period beginning on April 22, 2017 and ending on May 31, 2017, the Noteholder Servicing Fee in clause (c) of the foregoing sentence shall be multiplied by 30/39.”

(d) The definition of “Portfolio Yield” in Section 1.1(b) of each of the Specified Indenture Supplements shall be amended by adding the following sentence at the end of such definition:

“Notwithstanding anything to the contrary herein, for purposes of the Monthly Period beginning on April 22, 2017 and ending on May 31, 2017, the Portfolio Yield shall be an annualized percentage based on 39 days and a 360-day year.”

(e) Series 2012-2 Indenture Supplement is amended by removing the references to “November 22, 2018” where such references appear in the definition of “Controlled Accumulation Period” in Section 1.1 and in Section 4.13 and replacing such references with “December 1, 2018”.

(f) Series 2012-6 Indenture Supplement is amended by removing the references to “May 22, 2017” where such references appear in the definition of “Controlled Accumulation Period” in Section 1.1 and in Section 4.13 and replacing such references with “June 1, 2017”.

(g) Series 2012-7 Indenture Supplement is amended by removing the references to “June 22, 2019” where such references appear in the definition of “Controlled Accumulation Period” in Section 1.1 and in Section 4.13 and replacing such references with “July 1, 2019”.

(h) Series 2013-1 Indenture Supplement is amended by removing the references to “November 22, 2017” where such references appear in the definition of “Controlled Accumulation Period” in Section 1.1 and in Section 4.13 and replacing such references with “December 1, 2017”.

(i) Series 2014-1 Indenture Supplement is amended by removing the references to “July 22, 2017” where such references appear in the definition of “Controlled Accumulation Period” in Section 1.1 and in Section 4.13 and replacing such references with “August 1, 2017”.

SECTION 3. EFFECTIVENESS . This Agreement shall become effective as of the date first set forth above; provided that (i) each of the Indenture Trustee and the Issuer shall have executed and delivered a counterpart of this Agreement, (ii) the Rating Agency Condition shall have been satisfied, and (iii) the Issuer shall have delivered to the Indenture Trustee (x) an Officer’s Certificate to the effect that all requirements for this Agreement contained in the Master Indenture have been met and the Issuer reasonably believes that such action will not result in an Adverse Effect and (y) a Tax Opinion. The Issuer shall provide written notice to the Indenture Trustee upon satisfaction of the conditions in the preceding sentence.

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

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

SECTION 5. NO RECOURSE . It is expressly understood and agreed by the parties hereto that (a) this Agreement 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 Agreement or any other related documents.

SECTION 6. NO PETITION . The Indenture Trustee covenants that it will not directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law unless Noteholders of not less than 66⅔% of the Outstanding Principal Amount of each Class of each Series has approved such filing and it will not directly or indirectly institute or cause to be instituted against the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law in any instance; provided , that the foregoing shall not in anyway limit the Noteholders’ rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer.

SECTION 7. MISCELLANEOUS . (a) THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER 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 Agreement.

(c)       This Agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.

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