Exhibit 4.1


 


FIFTEENTH
AMENDMENT TO RECEIVABLES SALE AGREEMENT


 


This FIFTEENTH AMENDMENT
TO RECEIVABLES SALE AGREEMENT, dated as of March 16, 2021 (this “Amendment”), is entered into between SYNCHRONY
BANK, a federal savings association organized under the laws of the United States (“Bank”), and RFS HOLDING,
L.L.C., a limited liability company organized under the laws of the State of Delaware (“Buyer”), pursuant to
the Receivables Sale Agreement referred to below.


 


WITNESSETH:


 


WHEREAS, Bank and Buyer
are parties to the Receivables Sale Agreement, dated as of June 27, 2003, as amended by the Omnibus Amendment No. 1 to Securitization
Documents, dated as of February 9, 2004, the RSA Assumption Agreement and Second Amendment to Receivables Sale Agreement, dated
as of February 7, 2005, the Third Amendment to Receivables Sale Agreement, dated as of December 21, 2006, the Fourth Amendment
to Receivables Sale Agreement, dated as of May 21, 2008, the Designation of Removed Accounts and Fifth Amendment to Receivables
Sale Agreement, dated as of December 29, 2008, the Designation of Removed Accounts and Sixth Amendment to Receivables Sale Agreement,
dated as of February 26, 2009, the Seventh Amendment to Receivables Sale Agreement, dated as of November 23, 2010, the Eighth Amendment
to Receivables Sale Agreement, dated as of March 20, 2012, the Ninth Amendment to Receivables Sale Agreement, dated as of March
11, 2014, the Designation of Removed Accounts and Tenth Amendment to Receivables Sale Agreement, dated as of November 7, 2014,
the Eleventh Amendment to Receivables Sale Agreement, dated as of March 3, 2016, the Twelfth Amendment to Receivables Sale Agreement,
dated as of April 21, 2017, the Thirteenth Amendment to Receivables Sale Agreement, dated as of May 31, 2017 and the Designation
of Removed Accounts and Fourteenth Amendment to Receivables Sale Agreement, dated as of October 11, 2019 (as amended, the “Agreement”);
and


 


WHEREAS, Buyer and
Bank desire to amend the Agreement as set forth herein;


 


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


 


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


 


2.       Amendments
to Agreement. 


 


(a)     Section 1.1 of the Agreement is hereby amended by deleting the definition of “Private
Label Program” and replacing it with the following:


 


““Private
Label Program” means any arrangement in which Originator agrees to extend credit accounts to customers of a
Retailer, which accounts include a private label credit line for use at the Retailer’s retail establishments, Internet
website, catalogue sales business or other channels for the purchase of the specified Retailer’s goods and services and
may also include a credit line for use at certain other retail establishments, Internet websites, catalogue sales businesses
or other channels not operated by such Retailer for the purchase of similar, related or complimentary goods and services as
such Retailer offers or provides.”


 






     


     


    

 


3.       Representations
and Warranties of Bank. Bank hereby represents and warrants to Buyer as of the date hereof that this Amendment constitutes
its legal, valid and binding obligation, enforceable against Bank 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 Bank and Buyer shall have executed
a counterpart of this Amendment.


 


5.       Binding
Effect; Ratification.


 


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


 


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


 


6.       No
Proceedings.Until the date one year plus one day following the date on which all amounts due with respect to securities
rated by a Rating Agency that were issued by any entity holding Transferred Assets or an interest therein have been paid in full
in cash, Bank shall not, directly or indirectly, institute or cause to be instituted against Buyer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law; provided
that the foregoing shall not in any way limit Bank’s right to pursue any other creditor rights or remedies that Bank may
have under any applicable law. The Agreement and obligations of the Bank under this Section 6 shall survive the termination
of the Agreement.


 


7.       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.


 






    Fifteenth Amendment to Receivables 
 Sale Agreement
 


     


    

 


(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. Counterparts of this Amendment may
be delivered electronically. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed
original signatures for purposes of this Amendment and all matters related thereto, with such scanned and electronic signatures
having the same legal effect as original signatures. The parties agree that this Amendment, any addendum or amendment hereto or
any other document necessary for the consummation of the transaction contemplated by this Amendment may be accepted, executed
or agreed to through the use of an electronic signature provided by one or more electronic networks or databases (including one
or more distributed electronic networks or databases) provided by DocuSign, Inc., Adobe Sign, Nitro Pro or any other electronic
signature provider as may be mutually agreed to by the parties to this Amendment, and that creates a record that may be retained,
retrieved and reviewed by a recipient thereof and is in accordance with the Electronic Signatures in Global and National Commerce
Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law.
Any document accepted, executed or agreed to in conformity with the requirements of this Section 7(c) will be binding on
all parties thereto to the same extent as if it were physically executed.


 






    Fifteenth Amendment to Receivables 
 Sale Agreement
 


     


    

 


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., as Buyer
	 	 
	 	By:	/s/ Christopher J. Coffey
	 	Name:	Christopher Coffey
	 	Title:	Vice President



 






    Fifteenth Amendment to Receivables 
 Sale Agreement
 


     


    

 


	 	SYNCHRONY BANK, as a Seller
	 	 
	 	By:	/s/ Eric Duenwald   
	 	Name:	Eric Duenwald
	 	Title:	Senior Vice President & Treasurer



 








    Fifteenth Amendment to Receivables 
 Sale Agreement