Exhibit 4.2


 


 




THIRTEENTH AMENDMENT TO TRANSFER AGREEMENT


 


This THIRTEENTH AMENDMENT
TO TRANSFER AGREEMENT, dated as of April 21, 2017 (this “Amendment”), is entered into between RFS
HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the “Transferor”),
and SYNCHRONY CREDIT CARD MASTER NOTE TRUST (formerly known as GE Capital Credit Card Master Note Trust, the “Buyer”),
pursuant to the Transfer Agreement referred to below.


 


WITNESSETH:


 


WHEREAS Transferor
and Buyer are parties to the Transfer Agreement, dated as of September 25, 2003, as amended by the Omnibus Amendment No. 1 to Securitization
Documents, dated as of February 9, 2004, the Second Amendment to Transfer Agreement, dated as of June 17, 2004, the Third Amendment
to Transfer Agreement, dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement, dated as of August 31, 2006,
the Fifth Amendment to Transfer Agreement, dated as of December 21, 2006, the Sixth Amendment to Transfer Agreement, dated as of
May 21, 2008, and the Reassignment of Receivables in Removed Accounts, the Seventh Amendment to Transfer Agreement, dated as of
December 29, 2008, the Eighth Amendment to Transfer Agreement, dated as of February 26, 2009, the Ninth Amendment to Transfer Agreement,
dated March 31, 2012, the Tenth Amendment to Transfer Agreement, dated as of March 20, 2012, the Eleventh Amendment to Transfer
Agreement, dated as of March 3, 2016 and the Twelfth Amendment to Transfer Agreement, dated as of February 23, 2017 (as amended,
the “Transfer Agreement”);


 


WHEREAS Buyer and Transferor
desire to amend the Transfer Agreement as set forth herein;


 


NOW, THEREFORE, Transferor
and Buyer hereby agree as follows:


 


1.                 
Defined Terms. All terms defined in the Transfer Agreement and used herein shall have such defined meanings when
used herein, unless otherwise defined herein.


 


2.                 
Amendments to Transfer Agreement. Section 1.1 of the Transfer Agreement is amended by deleting the defined term “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 Transferor. Transferor hereby represents and warrants to Buyer as of the date hereof
this Amendment constitutes a legal, valid and binding obligation of Transferor enforceable against Transferor 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 (i)
Buyer and Transferor shall have executed a counterpart of this Amendment, (ii) the Rating Agency Condition shall have been satisfied
with respect to this Amendment and (iii) the Transferor shall have delivered an Officer’s Certificate to the Issuer certifying
that the amendments set forth in Section 2 of this Amendment will not cause an Adverse Effect (as such term is defined in
the Indenture).


 


5.                 
Binding Effect; Ratification.


 


(a)               
On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Transfer Agreement and (ii) each
reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder” or words of
like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such
Agreement as amended hereby.


 


(b)              
Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified
and confirmed by the parties hereto.


 


6.                 
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.


 


7.                 
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 (“BNYMTD”), not individually or personally but solely as trustee of
the Buyer, 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 Buyer is made and intended not as personal representations, undertakings and agreements
by BNYMTD but is made and intended for the purpose of binding only the Buyer, (c) nothing herein contained shall be construed as
creating any liability on BNYMTD, 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 BNYMTD be personally liable for the payment of any indebtedness or expenses of the
Buyer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Buyer under this Amendment or any other related documents.


 




    2


     


    


IN WITNESS WHEREOF,
the undersigned have caused this Amendment to be duly executed and delivered by their respective duly authorized officers on the
day and year first above written.


 


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


 





	 	S-1	Thirteenth Amendment to Transfer Agreement


 



    


     


    





	 	SYNCHRONY CREDIT CARD MASTER NOTE TRUST,

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


 





	 	S-2	Thirteenth Amendment to Transfer Agreement