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 22nd
day of the second preceding calendar month and ending on the 21st 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.


 




    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	Twelfth Amendment to Receivables Sale Agreement






    


     


    





 


	 	SYNCHRONY BANK, as a Seller
	 	 
	 	 
	 	By:	/s/ Eric Duenwald	 
	 	Name:	Eric Duenwald	 
	 	Title:	Senior Vice President & Treasurer	 	 


 





	 	S-2	Twelfth Amendment to Receivables Sale Agreement