Exhibit 4.1


 


SUPPLEMENT NO. 1 TO SERIES 2015-4 INDENTURE
SUPPLEMENT


 


THIS SUPPLEMENT NO. 1 TO
SERIES 2015-4 INDENTURE SUPPLEMENT, dated as of November 17, 2016 (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”) and (ii) 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”);


 


WHEREAS, the parties hereto
intend to amend the Series 2015-4 Indenture Supplement;


 


WHEREAS, this Agreement
is being entered into pursuant to Section 9.1(b) of the Master Indenture and Section 8.1 of the Series 2015-4 Indenture Supplement,
and all conditions precedent to the execution of this Agreement, as set forth in such Section 9.1(b) and 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 Series 2015-4 Indenture
Supplement, as amended hereby.


 




     


     


    

 





 


SECTION 2. AMENDMENT
TO SERIES 2015-4 INDENTURE SUPPLEMENT. Section 1.1 of the Series 2015-4 Indenture Supplement is amended by adding the following
definition in appropriate alphabetical order:


 


“Maximum Delinquency
Percentage” means, for purposes of Series 2015-4, 9.0%.


 


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 the Series 2015-4
Indenture Supplement and (ii) each reference in the Series 2015-4 Indenture Supplement to “this Agreement”, “this
Indenture Supplement”, “hereof”, “hereunder” or words of like import, and each reference in any other
Related Document to the Series 2015-4 Indenture Supplement, shall mean and be a reference to the Series 2015-4 Indenture Supplement
as amended hereby.


 


(b)       Except as expressly
amended hereby, the Series 2015-4 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.


 


 




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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 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.


 


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.


 


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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	Supplement No. 1 to Series 2015-4 Indenture Supplement




     


    

 


	 	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/ Maria Inoa
	 	 	 
	 	Name:	Maria Inoa
	 	 	 
	 	Title: 	Assistant Vice President


 




    	 	S-2	Supplement No. 1 to Series 2015-4 Indenture Supplement