Exhibit 4.1


 


 





SECOND AMENDMENT TO

TRUST AGREEMENT OF

GE CAPITAL CREDIT CARD MASTER NOTE TRUST


 


This SECOND AMENDMENT
TO TRUST AGREEMENT OF GE CAPITAL CREDIT CARD MASTER NOTE TRUST (this “Amendment”) is entered into as of September
8, 2014, between RFS HOLDING, L.L.C. (“RFS Holding”) and BNY
Mellon Trust of Delaware, acting solely in it capacity as  trustee (the “Trustee”).


 


Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement (defined below).


 


Background


 


A.The parties to
this Amendment entered into a certain Trust Agreement, dated as of September 25, 2003 (as amended, supplemented or otherwise modified
prior to the date hereof, the “Trust Agreement”), with respect to a Delaware statutory trust known as GE
Capital Credit Card Master Note Trust (the “Trust”).


 


B.RFS Holding and
the Trustee desire to amend the Trust Agreement as set forth below.


 


Amendment and Agreement


 


1.In consideration
of the mutual agreements, provisions and covenants contained in this Amendment and in the Trust Agreement, the parties, intending
to be legally bound, agree that the Trust Agreement is hereby amended as follows:


 


a.Section 1.1 of the Trust Agreement
is hereby amended by deleting the definition of “Trust” in its entirety as it appears therein and replacing it with
the following:


 


“Trust”
means Synchrony Credit Card Master Note Trust.


 


b.Section 2.1 of the Trust Agreement
is hereby amended by deleting such section in its entirety as it appears therein and replacing it with the following:


 


Name.
The Trust created hereby shall be known as “Synchrony Credit Card Master Note Trust”, in which name the Trustee may
conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.


 


2.Promptly after
the execution of this Amendment, the Trustee shall cause the filing of a certificate of amendment to the Certificate of Trust of
GE Capital Credit Card Master Note Trust, substantially in the form attached hereto as Exhibit A.


 


3.Upon satisfaction
of the condition set forth in Section 6 of this Amendment, this Amendment shall become part of the Trust Agreement and each reference
in the Trust Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import,
and each reference in any other Related Document (as defined in the Trust Agreement) to the Trust Agreement shall mean and be a
reference to the Trust Agreement as amended hereby.


 






    	 	Second Amendment to
Trust Agreement (MNT)




    	 



    

 


4.This Amendment
shall be construed in accordance with the laws of the State of Delaware, 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.


 


5.This Amendment
may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.


 


6.This Amendment
shall be deemed to be effective upon receipt by the Trustee of (i) counterparts of this Amendment, duly executed by the Trustee
and RFS Holding, (ii) evidence of satisfaction of the Rating Agency Condition and (iii) an Officer’s Certificate of RFS Holding
to the effect that this Amendment shall not adversely affect in any material respect the interests of the Holders or Noteholders
and conditions to this Amendment have been satisfied.


  




    	 	
2	Second Amendment to
Trust Agreement (MNT)




    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this First Amendment to Trust Agreement to be executed by their respective duly authorized officers as
of the date first written above.


 





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







 




    	 	
S-1	Second Amendment to
Trust Agreement (MNT)




    	 



    

 





	 	BNY MELLON TRUST OF DELAWARE,
	 	as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Kristine K. Gullo
	 	Name: 	Kristine K. Gullo
	 	Title:	Vice President







 




    	 	
S-2	Second Amendment to
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EXHIBIT A




FORM OF CERTIFICATE OF AMENDMENT TO 


CERTIFICATE
OF TRUST


OF


GE
CAPITAL CREDIT CARD MASTER NOTE TRUST


 


 


This Certificate of
Amendment to the Certificate of Trust of GE Capital Credit Card Master Note Trust (the “Trust”) is being duly
executed and filed by the undersigned trustee to amend the certificate of trust of a statutory trust formed under the Delaware
Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”). The original Certificate of Trust of the
Trust was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on September
24, 2003. The Certificate of Trust of the Trust is hereby amended as follows:


 


1.The name of the Trust
is “GE Capital Credit Card Master Note Trust”.


 


2.The
Certificate of Trust of the Trust is hereby amended by changing the name of the Trust to “Synchrony Credit Card Master Note
Trust”.


 


3.This Certificate of Amendment
shall be effective upon filing.


 


IN WITNESS WHEREOF,
the undersigned trustee of the Trust has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.


  





	 	BNY MELLON TRUST OF DELAWARE,
	 	as Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 







 








    	 	
A-1	Second Amendment to
Trust Agreement (MNT)