Exhibit 4.3


 


SIXTH AMENDMENT TO SERVICING AGREEMENT


 


This SIXTH AMENDMENT,
dated as of April 21, 2017 (this “Amendment”) is between SYNCHRONY CREDIT CARD MASTER NOTE TRUST, a Delaware
statutory trust (formerly known as GE Capital Credit Card Master Note Trust, “Successor Owner”) and SYNCHRONY
FINANCIAL (formerly known as General Electric Capital Corporation), a Delaware corporation (“Servicer”) to the
Servicing Agreement, dated as of June 27, 2003 (as amended, the “Servicing Agreement”), between Successor Owner
and Servicer.


 


PRELIMINARY STATEMENTS


 


1.       Successor
Owner and Servicer desire to amend certain provisions of the Servicing Agreement.


 


2.       In
consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the parties hereto, such parties hereby agree as follows:


 


AMENDMENTS


 


SECTION
1. Amendments to the Servicing Agreement. Section 1.1 of the Servicing 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.”


 


SECTION
2. Representations and Warranties. In order to induce the parties hereto to enter into this Amendment, each party
hereto represents and warrants unto the other party hereto as set forth in this Section 2:


 


(a)               
The execution, delivery and performance by such party of this Amendment are within its powers, have been duly authorized
by all necessary action, and do not: (i) contravene its organizational documents or (ii) contravene any contractual restriction,
law or governmental regulation or court decree or order being on or affecting it.


 


(b)              
This Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance
with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and general equitable
principles.






    


     


    

 


SECTION
3. Binding Effect; Ratification.


 


(a)               
This Amendment shall become effective, as of the date first set forth above, when:


 


(i)       counterparts
hereof shall have been executed and delivered by the parties hereto;


 


(ii)        the
Rating Agency Condition is satisfied with respect to this Amendment; and


 


(iii)       the
Transferor shall have delivered to the Successor Owner an Officer’s Certificate certifying that this Amendment will not cause
an Adverse Effect (as defined in the Indenture).


 


(b)              
When the condition set forth in Section 3(a) above has been satisfied, (i) this Amendment shall become part of the
Servicing Agreement and (ii) each reference in the Servicing Agreement to “this Agreement” or “hereof”,
“hereunder” or words of like import, and each reference in any other Related Document (as defined in the Servicing
Agreement) to the Servicing Agreement shall mean and be a reference to the Servicing Agreement as amended hereby.


 


SECTION
4. 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
SECTIONS 5-1401(1) AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAW 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 meanings of this Amendment.


 


(c)               
This Amendment may be executed in any number of counterparts, and by parties hereto on separate counterparts, each of which
shall be an original and all of which take together shall constitute one and the same agreement.


 


(d)              
Executed counterparts of this Amendment may be delivered electronically


 


(e)               
It is expressly understood and agreed by the parties hereto that (a) this document is executed and delivered by BNY Mellon
Trust of Delaware, not individually or personally, but solely as Trustee of the Successor Owner, (b) each of the representations,
undertakings and agreements herein made on the part of the Successor Owner is made and intended not as a personal representation,
undertaking and agreement by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Successor
Owner, (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 Borrower or be liable
for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Successor Owner under
this document.


 


 


 


[Signature Pages Follow]


 




    2


     


    


IN WITNESS WHEREOF, the Servicer and
the Successor Owner have caused this Amendment to be duly executed by their respective officers as of the day and year first above
written.


 


	 	SYNCHRONY FINANCIAL, as Servicer
	 	 
	 	 
	 	By: 	/s/
    Eric Duenwald	 
	 	Name: 	Eric Duenwald	 
	 	Title: 	Senior Vice President, Treasurer	 



 





	 	S-1	Sixth
    Amendment to Servicing Agreement


 




    


     


    



 


	 	SYNCHRONY CREDIT CARD MASTER

NOTE TRUST,  as Successor Owner
	 	 
	 	By: BNY Mellon Trust of Delaware, not in its 

individual capacity, but solely as Trustee on behalf

of the Successor Owner
	 	 
	 	 
	 	By: 	/s/
    Kristine K. Gullo	 
	 	Name: 	Kristine K. Gullo	 
	 	Title: 	Vice President	 


 





	 	S-2	Sixth
    Amendment to Servicing Agreement