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 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.”


 


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.


 





	 	 	Third Amendment to Trust Agreement (MNT)


 


 



    


     


    




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.


 





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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.


 


	 	RFS HOLDING, L.L.C.
	 	 
	 	 
	 	By:	/s/ Andrew Lee	 
	 	Name:	Andrew Lee	 
	 	Title:	Vice President	 


 


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	 	BNY MELLON TRUST OF DELAWARE,
	 	as Trustee
	 	 
	 	 
	 	By:	/s/ Kristine K. Gullo	 
	 	Name:	Kristine K. Gullo	 
	 	Title:	Vice President	 



 


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