Exhibit 4.1


 


 


THIRTEENTH AMENDMENT TO RECEIVABLES
SALE AGREEMENT


 


This THIRTEENTH AMENDMENT
TO RECEIVABLES SALE AGREEMENT, dated as of May 31, 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,
the Eleventh Amendment to Receivables Sale Agreement, dated as of March 3, 2016, and the Twelfth Amendment to Receivables Sale
Agreement, dated as of April 21, 2017 (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 “Average Recovery Price
Ratio” in its entirety and replacing it with the following:


 


“Average
Recovery Price Ratio” means, as of any date of determination during a Monthly Period, for any Retailer, the average for
the six fiscal months ending prior to the Monthly Period preceding such Monthly Period of the percentage equal to a fraction, the
numerator of which is the total amount of recoveries on related receivables for the applicable fiscal month and the denominator
of which is the aggregate amount of charged-off receivables for such fiscal month, in each case for all serviced receivables in
that Retailer’s program. For purposes of the foregoing, “recoveries” and “charged-off receivables”
shall have the same meaning as “Recoveries” and “Charged-Off Receivables,” respectively, but as applied
to all serviced receivables in a particular Retailer’s program, rather than only Transferred Receivables. Seller and Buyer
may from time to time modify the formula to calculate “Average Recovery Price Ratio” in order to more closely approximate
the actual Recoveries on Transferred Receivables.


 




    	 	 	 
	 	 	 



     

    

  


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.


 


 


[Signature Pages Follow]


 




    	 	2	 
	 	 	 



     

    

 


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.


 


RFS HOLDING, L.L.C., as Buyer






 


By: /s/ Andrew Lee


Name: Andrew Lee

Title: Vice President


 


 




    	 	S-1	Thirteenth Amendment to
	 	 	Receivables Sale Agreement



     

    

 


SYNCHRONY BANK, as a Seller


 


 


By: /s/ Eric Duenwald


Name: Eric Duenwald


Title: Senior Vice President & Treasurer


 


 


 


 


 




 






    	 	S-2	Thirteenth Amendment to
	 	 	Receivables Sale Agreement