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 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.”


 


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.


 



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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 662⁄3% 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.


 


* * * * * *


 




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


 





	 	
        SYNCHRONY CREDIT CARD MASTER NOTE TRUST,

        as Issuer

         

	 	 	 
	 	By:	BNY MELLON TRUST OF DELAWARE,
	 	 	not in its individual capacity
	 	 	but solely as Trustee on behalf of the Issuer
	 	 	 
	 	 	 
	 	By: 	/s/ Kristine K. Gullo	 
	 	 	 
	 	Name: 	Kristine K. Gullo	 
	 	 	 
	 	Title: 	Vice President	 





 





	 	S-1	Eleventh Amendment to Master Indenture


 




    


     


    







	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	 	not in its individual capacity, but solely as the Indenture Trustee
	 	 
	 	 
	 	By:	 /s/ Louis Bodi	 
	 	 
	 	Name:	Louis Bodi	 
	 	 
	 	Title:	Vice President	 
	 	 
	 	 
	 	 
	 	By:	/s/ Diana Vasconez	 
	 	 
	 	Name:	Diana Vasconez	 
	 	 
	 	Title:	Assistant Vice President	 




 





	 	S-2	Eleventh Amendment to Master Indenture