RFS HOLDING, L.L.C. SYNCHRONY CREDIT CARD MASTER NOTE TRUST SERIES 20[ ]-[ ] ASSET BACKED NOTES $[ ] Class A Notes $[ ] Class B Notes $[ ] Class C Notes $[ ] Class D Notes [FORM OF] UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2015 • Synchrony Credit Card Master Note Trust • 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, March 11, 2014, November 24, 2015 and [_______], 2016 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as ind
FORM OF ELEVENTH AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • December 30th, 2015 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York
This ELEVENTH AMENDMENT TO TRANSFER AGREEMENT, dated as of [●], 2016 (this “Amendment”), is entered into between RFS HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware, as Transferor (the “Transferor”), and SYNCHRONY CREDIT CARD MASTER NOTE TRUST (formerly known as GE Capital Credit Card Master Note Trust, the “Buyer”), pursuant to the Transfer Agreement referred to below.
FORM OF TENTH AMENDMENT TO MASTER INDENTUREMaster Indenture • December 30th, 2015 • Synchrony Credit Card Master Note Trust • Asset-backed securities • Delaware
This TENTH AMENDMENT TO MASTER INDENTURE, dated as of [●], 2016 (this “Amendment”), is entered into between: (i) Synchrony Credit Card Master Note Trust (formerly known as GE Capital Credit Card Master Note Trust), a Delaware statutory trust (the “Issuer”); and (ii) Deutsche Bank Trust Company Americas, as indenture trustee under the Master Indenture referred to below (in such capacity, the “Indenture Trustee”).
SYNCHRONY CREDIT CARD MASTER NOTE TRUST,Indenture Supplement • December 30th, 2015 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York
SERIES 20[●]-[●] INDENTURE SUPPLEMENT, dated as of [●], 20[●] (this “Indenture Supplement”), between SYNCHRONY CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust (herein, the “Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity, but solely as indenture trustee (herein, together with its successors as provided in the Master Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of September 25, 2003 (the “Indenture”), between the Issuer and the Indenture Trustee, as amended by the Omnibus Amendment No.1 to Securitization Documents, dated as of February 9, 2004, among RFS Holding, L.L.C., RFS Funding Trust, the Issuer, Deutsche Bank Trust Company Delaware, as trustee of RFS Funding Trust, RFS Holding, Inc. and the Indenture Trustee, as further amended by the Second Amendment to Master Indenture, dated as of June 17, 2004, between the Issuer and the Indenture Trustee, a
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT Among SYNCHRONY BANK, as Seller, RFS HOLDING, L.L.C., as Transferor, SYNCHRONY FINANCIAL, Individually and as Servicer, SYNCHRONY CREDIT CARD MASTER NOTE TRUST, as Issuer, and CLAYTON FIXED INCOME...Asset Representations Review Agreement • December 30th, 2015 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [●], 20[●], among SYNCHRONY BANK, a federal savings association, as Seller (“Seller”), RFS HOLDING, L.L.C., a Delaware limited liability company, as Transferor (“Transferor”), SYNCHRONY FINANCIAL, a Delaware corporation, individually (“Synchrony Financial”) and as Servicer (in such capacity, “Servicer”), SYNCHRONY CREDIT CARD MASTER NOTE TRUST, a Delaware statutory trust, as Issuer (“Issuer”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (in such capacity, “Vendor”).
FORM OF] ELEVENTH AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • December 30th, 2015 • Synchrony Credit Card Master Note Trust • Asset-backed securities • New York
This ELEVENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of [●], 2015 (this “Amendment”), is entered into among SYNCHRONY BANK, a federal savings association organized under the laws of the United States (“Bank”), PLT HOLDING, L.L.C., a limited liability company organized under the laws of the State of Delaware (“PLT Holding”), RFS HOLDING, INC., a corporation organized under the laws of the State of Delaware (“RFS Inc.”), 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.
