OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURESUPPLEMENTS

EX-4.1 2 v402125_ex4-1.htm EXHIBIT 4.1

 

Exhibit 4.1

 

EXECUTION VERSION

 

OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURE SUPPLEMENTS

 

THIS OMNIBUS SUPPLEMENT TO SPECIFIED INDENTURE SUPPLEMENTS, dated as of February 18, 2015 (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, and the Eighth Amendment to Master Indenture, dated as of March 11, 2014, between the Issuer and the Indenture Trustee (as amended, the “Master Indenture”); (ii) the Second Amended and Restated Series 2009-VFN4 Indenture Supplement, dated as of March 25, 2013 (as amended and supplemented from time to time prior to the date hereof, the “Series 2009-VFN4 Indenture Supplement”); (iii) the Series 2010-1 Indenture Supplement, dated as of March 31, 2010 (as amended and supplemented from time to time prior to the date hereof, the “Series 2010-1 Indenture Supplement”); (iv) the Series 2010-2 Indenture Supplement, dated as of April 7, 2010 (as amended and supplemented from time to time prior to the date hereof, the “Series 2010-2 Indenture Supplement”); (v) the Second Amended and Restated Series 2010-VFN1 Indenture Supplement, dated as of April 29, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2010-VFN1 Indenture Supplement”); (vi) the Amended and Restated Series 2010-VFN2 Indenture Supplement, dated as of April 24, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2010-VFN2 Indenture Supplement”); (vii) the Series 2011-2 Indenture Supplement, dated as of June 16, 2011 (as amended and supplemented from time to time prior to the date hereof, the “Series 2011-2 Indenture Supplement”); (viii) the Amended and Restated Series 2011-VFN1 Indenture Supplement, dated as of May 14, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2011-VFN1 Indenture Supplement”); (ix) the Series 2012-2 Indenture Supplement, dated as of February 2, 2012 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-2 Indenture Supplement”); (x) the Series 2012-3 Indenture Supplement, dated as of April 18, 2012 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-3 Indenture Supplement”); (xi) the Series 2012-4 Indenture Supplement, dated as of June 20, 2012 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-4 Indenture Supplement”); (xii) the Series 2012-5 Indenture Supplement, dated as of June 20, 2012 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-5 Indenture Supplement”); (xiii) the Series 2012-6 Indenture Supplement, dated as of August 29, 2012 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-6 Indenture Supplement”); (xiv) the Series 2012-7 Indenture Supplement, dated as of October 17, 2012 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-7 Indenture Supplement”); (xv) the Amended and Restated Series 2012-VFN1 Indenture Supplement, dated as of April 15, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2012-VFN1 Indenture Supplement”); (xvi) the Series 2013-1 Indenture Supplement, dated as of March 26, 2013 (as amended and supplemented from time to time prior to the date hereof, the “Series 2013-1 Indenture Supplement”); (xvii) the Series 2014-VFN1 Indenture Supplement, dated as of April 10, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2014-VFN1 Indenture Supplement”); (xviii) the Series 2014-VFN2 Indenture Supplement, dated as of April 16, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2014-VFN2 Indenture Supplement”); (xix) the Series 2014-VFN3 Indenture Supplement, dated as of April 23, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2014-VFN3 Indenture Supplement”); (xx) the Series 2014-VFN4 Indenture Supplement, dated as of May 12, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2014-VFN4 Indenture Supplement”); (xxi) the Series 2014-VFN5 Indenture Supplement, dated as of May 20, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2014-VFN5 Indenture Supplement”); and (xxii) the Series 2014-1 Indenture Supplement, dated as of November 20, 2014 (as amended and supplemented from time to time prior to the date hereof, the “Series 2014-1 Indenture Supplement”);

 

 
 

 

WHEREAS, the parties hereto intend to amend the Series 2010-1 Indenture Supplement, the Series 2010-2 Indenture Supplement, the Series 2011-2 Indenture Supplement, the Series 2012-2 Indenture Supplement, the Series 2012-3 Indenture Supplement, the Series 2012-4 Indenture Supplement, the Series 2012-5 Indenture Supplement, the Series 2012-6 Indenture Supplement, the Series 2012-7 Indenture Supplement, the Series 2013-1 Indenture Supplement and the Series 2014-1 Indenture Supplement (collectively referred to herein as the “Specified Term Indenture Supplements”);

 

WHEREAS, the parties hereto intend to amend the Series 2009-VFN4 Indenture Supplement, the Series 2010-VFN1 Indenture Supplement, the Series 2010-VFN2 Indenture Supplement, the Series 2011-VFN1 Indenture Supplement, the Series 2012-VFN1 Indenture Supplement, the Series 2014-VFN1 Indenture Supplement, the Series 2014-VFN2 Indenture Supplement, the Series 2014-VFN3 Indenture Supplement, the Series 2014-VFN4 Indenture Supplement and the Series 2014-VFN5 Indenture Supplement (collectively referred to herein as the “Specified VFN Indenture Supplements” and, together with the Specified Term Indenture Supplements, the “Specified Indenture Supplements”);

 

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

 

SECTION 2. AMENDMENTS TO SPECIFIED INDENTURE SUPPLEMENTS. Each of the Specified Term Indenture Supplements is amended by replacing in its entirety Section 4.12(a) thereof and each of the Specified VFN Indenture Supplements is amended by replacing in its entirety Section 4.11(a) thereof, with the following:

 

(a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.

 

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

 

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(b) Except as expressly amended hereby, each Specified 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.

 

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 66⅔% 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.

 

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(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-1Omnibus Supplement to Specified Indenture Supplements
 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS, not

in its individual capacity, but solely as the Indenture Trustee

 

 

By: /s/ Mark Esposito                      

 

Name: Mark Esposito                       

 

Title: Assistant Vice President          

 

 

 

By: /s/ Diana Vasconez                    

 

Name: Diana Vasconez                     

 

Title: Associate                                 

 

 S-2Omnibus Supplement to Specified Indenture Supplements