RFS HOLDING, L.L.C. SYNCHRONY CREDIT CARD MASTER NOTE TRUST SERIES 2014-1 ASSET BACKED NOTES $700,000,000 Class A Notes $68,055,555 Class B Notes $58,333,334 Class C Notes UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2014 • RFS Holding LLC • Asset-backed securities • New York
The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of September 25, 2003, as amended by the first amendment to trust agreement, dated as of January 21, 2014, and the second amendment to trust agreement, dated as of September 8, 2014 (as amended, the “Trust Agreement”), between the Company and BNY Mellon Trust of Delaware, as owner trustee (the “Owner Trustee”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on September 24, 2003, as amended by the filing of a certificate of amendment with the Secretary of State of Delaware on September 8, 2014. The Notes will be issued pursuant to a Master Indenture, dated as of September 25, 2003, and as amended as of February 9, 2004, June 17, 2004, August 31, 2006, June 28, 2007, May 22, 2008, August 7, 2009, January 21, 2014 and March 11, 2014 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trust
