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:


 



    2


     


    




“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”.


 



    3


     


    




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 662⁄3% 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.


 



    4


     


    




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.


 


* * * * * *


 



    5


     


    


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement 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	Second
    Omnibus Supplement to Specified Indenture Supplements









    


     


    


 


 


	 	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	Second
    Omnibus Supplement to Specified Indenture Supplements